Master Service Agreement

Revision 2024.5.16

This Support Agreement (“Agreement”) is entered into by and between AllTech I.T. Solutions and the Customer. In consideration of the mutual covenants and promises to set forth hereinafter, the parties hereto mutually agree as follows:

SERVICES:

ALLTECH I.T. SOLUTIONS agrees to provide professional services to Customer as documented in the Schedule of Covered Services.

RESPONSIBILITIES: 

Support calls are taken during standard business hours Monday – Friday 6:00 a.m. to 6:00p.m. (excluding holidays). Support outside standard hours is billed at $250 per hour with a one hour minimum. Standard response time is: 4 business hours for critical, 8 business hours for non-critical. AllTech I.T. Solutions will respond to calls by phone, remote connection or onsite within the response time above. Support calls have a minimum billing of one hour onsite and 15-minute increments thereafter. Remote connection or phone support calls are billed in 15-minute increments. Customer shall provide AllTech I.T. Solutions with all passwords, software media, access to phone, heat, light, ventilation, electricity and working space while onsite.

LIMITATION OF LIABILITY: 

ALLTECH I.T. SOLUTIONS. MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PERFORMED OR ANY GOODS OR PARTS SOLD HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

IN NO EVENT SHALL ALLTECH I.T. SOLUTIONS BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES TO CUSTOMER OR ANY OTHER PARTY AS A RESULT OF THE PERFORMANCE OR NON-PERFORMANCE BY ALLTECH I.T. SOLUTIONS OF ANY SERVICES DESCRIBED HEREIN, (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, PROFITS, OR USE OF SOFTWARE) WHETHER FORESEEABLE OR NOT, EVEN IF ALLTECH I.T. SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALLTECH I.T. SOLUTIONS’ liability with respect to, arising from, or in connection with this Agreement, whether in contract, in tort, or otherwise, is limited to amounts paid by Customer to AllTech I.T. Solutions.

RELEASE OF LIABILITY: 

CUSTOMER AGREES TO RELEASE AND HOLD HARMLESS ALLTECH I.T. SOLUTIONS FROM ANY AND ALL LIABILITY ASSOCIATED WITH THE PERFORMANCE OF SERVICE OR THE PROVISION OF PARTS AND ACKNOWLEDGES ALSO THAT ALLTECH I.T. SOLUTIONS OFFERS NO EXPLICIT OR IMPLIED WARRANTY OR GUARANTEE ON SERVICES PERFORMED OR PARTS PROVIDED, OTHER THAN THE MANUFACTURER’S WARRANTY, FURTHER:

1. CUSTOMER acknowledges that due to the nature of the service being performed, there is potential risk of damage or loss including, but not limited to, damage to Customer’s home office, computer hardware, cabling, hubs, routers, switches, peripherals, accessories, and furniture, as well as potential risk of damage, corruption, or loss of computer software, applications, data, and data storage media.

2. CUSTOMER agrees to release and hold harmless AllTech I.T. Solutions from all liability for damage or loss as well as any incidental or consequential material or financial damage or loss that may result from the actions of AllTech I.T. Solutions, its agents or service representatives.

3. CUSTOMER grants AllTech I.T. Solutions, its agents and service representative’s access and permission to physically disassemble any and all computer systems, components, networks, cabling, hubs, routers, switches, peripherals, and accessories.

4. CUSTOMER grants AllTech I.T. Solutions, its agents and service representatives access security rights, and permission to open, view, and modify, edit, delete, or otherwise manipulate CUSTOMER’s computer software, applications, data, and data storage media including, but not limited to the computer Operating System, word processing, spreadsheets, databases, workflow, graphics, audio, video, system drivers and libraries, and any other type of software or data that may be contained on CUSTOMER’s computer system or network.

5. CUSTOMER grants AllTech I.T. Solutions, its agents and service representative, permission to physically and/or remotely access CUSTOMER’s home or office property where CUSTOMER’s computer system and/or network reside.

6. CUSTOMER grants AllTech I.T. Solutions, its agents and service representative, permission to perform modification to CUSTOMER’s home or office property for the purpose of installing or troubleshooting computer and/or networking hardware, cabling, hubs, routers, switches or peripherals. Modification may include such practices as drilling through or disassembling furniture, walls, floors, carpet, or trim, laying and removing cabling and devices including affixing cabling and devices to furniture, walls, floors, or trim, using nails, screws, staples, hangers, or plastic ties.

7. CUSTOMER grants AllTech I.T. Solutions, its agents and service representative, permission to download and/or install software on CUSTOMER’s computer and/or network, including but not limited to, virus scanners, diagnosis and repair utilities, drivers, libraries, and software requested to be installed by CUSTOMER.

8. CUSTOMER grants AllTech I.T. Solutions, its agents and service representative, permission to install hardware in CUSTOMER’s computer and/or network, including but not limited to, memory chips, processor chips, cooling fans, batteries, hard drives, tape drives, storage devices, modem and communication devices, audio and video cards, network interface cards, hubs, routers, switches, printers, scanners, cables, and other hardware requested to be installed by the CUSTOMER.

AllTech I.T. Solutions strongly advises that CUSTOMER safeguard critical data by backing up said data prior to any services performed by AllTech I.T. Solutions.  Unless specifically requested and provided as a paid service by AllTech I.T. Solutions, CUSTOMER is responsible for any backup, archiving, or protective storage as well as restoration if required, of CUSTOMER’s data.

This document constitutes the entire agreement between CUSTOMER and AllTech I.T. Solutions. No other agreement whether verbal or written shall be in effect except if agreed to and authorized in writing.

OTHER PARTIES:

CUSTOMER accepts that, as a corporation with limited liability, AllTech I.T. Solutions has an interest in limiting the personal liability of its officers and employees. CUSTOMER agrees that it will not bring any claim personally against AllTech I.T. Solutions’ officers or employees in respect of any losses CUSTOMER may suffer in connection with the services provided by AllTech I.T. Solutions.

REASONABLENESS: 

By the services provided by AllTech I.T. Solutions via this agreement, CUSTOMER agrees that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

UNENFORCEABLE PROVISIONS:

If any provision of this disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this disclaimer.

STAFFING:

AllTech I.T. Solutions shall provide competent personnel with the necessary skill, experience, and professional qualifications to carry out the services. AllTech I.T. Solutions will use its sole discretion in selection of all its personnel nominated to carry out the services. If, however, in Customer’s reasonable opinion any of AllTech I.T. Solutions’ personnel fail to carry out the services with sufficient competency, Customer may notify AllTech I.T. Solutions. Upon such notice, AllTech I.T. Solutions shall rectify the situation as is reasonably possible. AllTech I.T. Solutions may authorize 3rd parties to provide maintenance services but will not be relieved of its responsibilities. Customer agrees not to solicit the services of or offer employment to employees of AllTech I.T. Solutions. While this Agreement is in effect and for a period of two (2) years following the expiration or termination of this agreement. If solicitation or employment offer is made, Customer agrees to pay liquidated damages of two (2) times the yearly salary amount of said employee.

EXCLUDED SERVICES:

Customer understands and agrees that services required to recover from failures and/or incidents caused by any of the following circumstances are not considered normal maintenance and are not covered under this Service Agreement: (a) Service and repair made necessary due to accidents or acts of God, damage from fire originating outside of equipment, water, wind, earthquakes, lightning, terrorism, transporting equipment, vandalism, or burglary; (b) Service and repair made necessary by the alteration or modification of equipment other than that authorized by Seller; (c) Service and repair made necessary by removal or disabling of antivirus and or firewalls installed on client computers; (d) Service and repair of damage or problems caused by neglect, malicious activity, or misuse including, without limitation, use of the system(s) for purpose other than which it was designed, by the Customer, its employees, or third party contractors; (e) Service or repair due to electrical damage caused by electrical wiring at system location or resulting from electrical surges, sags, or spikes; (f) Service and repair made necessary by bugs released by software vendors, e.g. adverse effects from installing updates or  service packs; (g) Service and repair made necessary by Internet or telephone service  provider outages; and (h) If in the reasonable opinion of AllTech I.T. Solutions, as supported by its experience, any particular user’s requests exceed a normal and reasonable frequency, AllTech I.T. Solutions may advise the Customer that the user’s requests are excluded until such time as the user has received additional training. (i) New Installations of 5 computers or more at a time.

EXCLUDED THIRD PARTY COSTS:

Customer understands and agrees that the following third-party costs are not covered by the fees set forth in this Service Agreement and shall be charged by AllTech I.T. Solutions to Customer:
(a) Parts, equipment or software not covered by vendor/manufacturer warranty or support. (b) Manufacturer or vendor support fees, whether by annual contract or per incident; (c) Consumable materials, such as printer cartridges and removable storage tapes/disks; and shipping costs. (d) The cost of any Software, Licensing, or Software Renewal or Upgrade Fees
of any kind. (e) The cost to bring Customer’s environment up to minimum standards required for Services.

BILLING AND PAYMENTS:

Customer shall pay all monthly recurring charges and any invoices due in U.S. Dollars, no later than thirty (30) days from the invoice date. If Customer is late in making a payment, it shall pay a late fee of 1.5%, per month late. If AllTech I.T. Solutions uses a collection agency or attorney to collect a late or returned payment, Customer agrees to pay all reasonable fees and costs of collection in addition to the unpaid amount.

DEFAULT:

Customer is in default of this Master Service Agreement if it (a) fails to cure any monetary breach within ten (10) days of receiving notice of breach from AllTech I.T. Solutions; (b) fails to cure any non-monetary breach of any terms of the agreement within thirty (30) days of receiving notice of the breach from AllTech I.T. Solutions: (c) files or initiates proceedings or has proceedings filed or initiated against it, seeking liquidation, reorganization or other relief (such as the appointment of a trustee, receiver, liquidator, custodian or other such official) under any bankruptcy, insolvency, or other similar law.

GENERAL:

This Agreement is made in and shall be governed by and interpreted in accordance with the laws of the State of Alabama.

If a dispute arises under this Agreement, the parties hereby agree to first attempt to resolve said dispute by submitting the matter to a mutually agreed-upon mediator in the State of Alabama within thirty (30) days of the notice of a dispute. The parties agree to equally share any reasonable mediation costs and fees.  Each party shall pay its own respective attorney fees. The Parties hereby agree that all demands, claims, actions, causes of action, suits, proceedings, including mediation, arbitration and/or litigation between the parties shall be filed, initiated, and conducted in Jefferson County or Shelby County the State of Alabama. In the event any such dispute is not resolved by mediation within sixty (60) days of the notice of dispute, such dispute shall be resolved by binding arbitration in Birmingham, Alabama conducted under the rules of the American Arbitration Association.

In the event that any arbitration, suit or action is instituted to resolve a dispute pertaining to matters covered under this Agreement, or enforce any provision thereof, the prevailing Party in any such dispute or proceeding shall be entitled to recover from the losing Party all fees, costs and expenses of enforcing any right of such prevailing Party under or with respect to this Agreement, including without limitation, all reasonable fees and expenses of attorneys and accountants, court costs, and expenses of any appeals.

Excepting provisions of this Agreement relating to protection of proprietary information and the obligation of payment for services performed in accordance with the Agreement, neither party shall be in default of the terms hereof if such action is due to a natural calamity, act of government, or similar causes beyond the control of such party.

Each of the parties hereto agrees that, while performing services under this Agreement, and for a period of two (2) years following the termination of this Agreement, neither party will, except with the other party’s prior written approval, solicit or offer employment, whether directly or indirectly, to the other party’s employees or staff engaged in any efforts under this Agreement.

If any provision in this agreement is declared by any court of competent jurisdiction to be illegal, void, unenforceable or invalid, the remaining parts of this Agreement shall remain in full force and effect and shall continue to be valid and enforceable. If a court finds that an unenforceable portion of this Agreement may be made enforceable by limiting such provision, then such provision shall be deemed written, construed, and enforced as so limited.

TERM:

This Agreement shall become effective on the date of signing and shall remain in effect for 3 years and shall auto renew on its anniversary for 3 years thereafter or until cancelled by client or AllTech I.T. Solutions. Cancellation request should be in writing with 30 days written notice. Early termination of this agreement by the customer shall incur 100% of the total remaining months service charges paid in full at the time of termination. AllTech IT Solutions will evaluate a reduction of services in the event the customer provides evidence of a hardship in writing. Clients who are approaching service termination and wish to cancel their services with AllTech I.T. Solutions are to notify AllTech I.T. Solutions in writing to the email address “[email protected]”, and with the subject line “Cancel AllTech I.T. Solutions Services” at least 30 days prior to the end of the contract term. Cancellations will only be considered when notification is sent to this address. Written notification to other AllTech I.T. Solutions representatives is not considered an acceptable form of cancelation notification.