This Agreement combined with any Exhibit or Attachment mentioned herein sets forth the terms and conditions of Your (“You”, “User”, “Client”) use of Nehring Technology LLC’s (“Provider”) Managed Services (“service”). By using Nehring Technology’s services, you acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, along with any new or additional terms, conditions, or policies which Nehring Technology LLC may establish from time to time.
You may view the latest version of this Agreement at:
http://nehring.com/terms-of-use.php or by request at firstname.lastname@example.org
Modification or Amendment of Agreement
Provider may modify or amend this or any other Agreement. You agree that Provider’s posting of modifications or amendments at http://nehring.com/legal constitutes adequate notice.
You further agree that it is Client’s obligation to check Nehring Technology’s web site periodically for any modifications or amendments to this or other Agreements, and that notice of modifications or amendments to Agreements delivered by e-mail does not obligate Nehring Technology to deliver similar e-mail upon any other amendments or modifications to the Agreements. If any modification or amendment to the Agreements is unacceptable to You, it is Client’s responsibility to terminate the Agreement as specified in the "Term and Termination" sections of this Agreement; if You do not terminate within 30 (thirty) days of any amendment or modification of the Agreements by Provider, Your continued use will constitute an acceptance of the amended or modified Agreement.
WHEREAS, Provider is engaged in the business of providing services involving the design, installation and maintenance and monitoring of computers and computer networks; WHEREAS, Client desires to retain Provider to perform the services set forth in this agreement. NOW, THEREFORE, Provider and Client agree as follows:
“Services” Shall mean design, installation, backup, maintenance and monitoring of computers and computer networks.
“Service Products”Shall mean any database, database application, code, script or processes and procedures developed in whole or part by Nehring Technology.
Term and Termination
30 days notice from either Client or Provider is required for termination unless otherwise stated in executed Service Agreement Contract. Should an executed Service Agreement be in place the termination notice of the Service Agreement will take precedent.
Upon termination of any Agreement (a.) Provider may cease providing Services; (b.) any and all payment obligations of Client will become due and payable immediately; (c.) Client will return all Provider equipment located at Client’s location; and (d.) Upon any termination of this Agreement, Provider shall cease providing the Services and each party will promptly return or destroy the Confidential Information of the other party in its possession or under its control; (e.) Provider shall remove all software previously installed on Clients computers for the purpose of delivering Services.
(a.) All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Provider and will not be disclosed or used by Provider except to the extent that such disclosure or use is reasonably necessary to the performance of Provider's Work. (b.) All information relating to Provider that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement. (c.) These obligations of confidentiality will extend for a period of three (3) years after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.
All Client-specific information incorporated into reports, dashboards, and alerts provided hereunder are and shall remain the sole property of Client. Software installed on Client’s computers for the purpose of delivering Services remain the property of Provider. All right, title and interest (including all intellectual property rights) in and to the Service Product(s), and any deliverables provided hereunder with respect to the Services including, without limitation, know-how and techniques, are and shall remain owned by Provider or Provider suppliers and are protected by intellectual property laws, including copyright, patent, trademark, and/or trade secret laws. Any rights not expressly granted herein are reserved to Provider.
Client will provide Provider or its authorized representative, detailed information regarding all authorized users. Client must keep this information up to date. Client will also provide Provider, or its authorized representative, reasonable and free access to Client’s networking equipment and computers. Client will be contacted via telephone or email and required to make various decisions regarding Client’s networking equipment and computers from time to time; Client agrees to promptly respond to such emails and phone calls. Throughout the Client’s use of Services, Provider will need physical access to Client’s facilities.
During the period of this agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms "former employee" and "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement.
Delivery of Products and Services
(a.) All labor charges are non-refundable. (b.) All merchandise remains the property of Provider until paid in full. (c.) Licensed software is not refundable. (d.) All hardware is sold with a manufacturer's warranty. Provider provides no additional warranty. (e.) All hardware may be returned within 15 days. There is a 10% restocking fee on all items except special-order items. There is a 20% restocking fee on special-order items. (f.) All defective merchandise must be returned to Provider, prepaid. (g.) From time to time Provider may offer for sale items that are demonstration units, refurbished, or used. All such items are sold AS-IS and are not returnable. (h.) Quotations and responses to requests for quotations do not include the price of sales tax or shipping unless these items are explicitly stated. Client is responsible for the cost of sales tax and shipping of all merchandise. (i.) Provider does not guarantee the price and / or the availability of product and / or services quoted. (j.) Provider shall not be bound by any terms or conditions printed on a purchase order, check, or correspondence from client without prior written acceptance of such terms. (k.) Provider will not perform for clients with past due balances. This includes but is not limited to emergency services.
Service Rates: (for service not covered by Service Agreement)
Desktop Support: $100/hour billed in 15 minute increments
Server Support: $150/hour billed in 15 minute increments
Network Support: $150/hour billed in 15 minute increments
After Hours Service
Provider’s normal business hours are Monday through Friday 8:00am – 5:00pm Central Time. Support occurring outside of these hours is billed at 1.5x the normal service rate unless client’s executed Service Agreement sets forth other arrangements.
Holiday service provided onsite or remotely by a technician will be billed at 2x the normal service rate hour.
Provider observes the following holidays:
New Year’s Day
Thanksgiving Day and day after
Holidays falling on a Saturday are normally observed on the preceding Friday. Holidays falling on a Sunday are normally observed on the following Monday.
Client requested general on-site/remote services are usually delivered within a twelve (12) to forty-eight (48) hour timeframe. Client requested emergency service is delivered within a two (2) hour timeframe as available. Emergency service will incur a $100 fee.
After Hours/Holiday Emergency Service
Client requested emergency service during after-hours or holidays will incur a $250 fee.
Diagnostic Initiated Service
Monitoring Services are provided 24x7. Alerts generated by the Monitoring Services may, at the discretion of the Provider, deem an event needs immediate attention. In these cases, after attempts to contact Client are unsuccessful, Provider may take steps to correct the issue. Applicable rates will apply.
Minimum Standards Requirement
As technology advances and hardware and software become obsolete or present a security risk, Nehring Technology will update our Minimum Standards of what technology is supported. We require the following minimum standards. If these standards are not currently met, Client will work with Nehring Technology to implement upgrades at additional costs to bring IT environment up to Minimum Standards.
Price and Payment
Client will pay Provider for the Services as invoiced. All payments are due upon receipt. Invoices that are 10 days past due incur a $10 late penalty. Accounts more than 30 days late will result in all services being suspended (including but not limited to backup, monitoring and antivirus) and the account being placed on credit hold. A $100 fee will be assessed to reinstate services when account is paid in full. All unpaid sums that are not in dispute shall bear interest at the rate of 1.5% per month. There is a $30 charge on returned checks. To the extent permitted by law, Client will pay Provider any costs and fees Provider reasonably incur to collect amounts you owe us. Client agrees to promptly pay any sales or use taxes if levied by the State of Texas.
Opening a Trouble Ticket
Trouble Tickets can be opened by way of our client portal at www.ntstatus.com, by the Nehring Technology tray icon on your computer system, or by phone at 254-434-4081.
Warranty and Disclaimer
Client acknowledges that no computer system or software can be made completely stable or secure, and that Provider cannot guarantee the stability, safety or security of client's network or data. Provider warrants that the Services will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards and the time frame, if any, set forth in the description of Services herein. Client is solely responsible for implementing and monitoring appropriate operational and security procedures, and for making appropriate backup copies of all data. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
Limitation of Liability
Provider offers no guarantees or warranties, express or implied, as to system availability and functionality during any phase of its support services and makes no guarantees or warranties, expressed or implied, regarding the ability to resolve computer-related problems, to recover data, or to avoid losing data. In no event will Provider be liable for any loss of profit or revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to the Services, whether in contract, tort, or otherwise, even if Client has advised of the possibility of such loss or damages. In no event will Provider be liable for any loss of data that may occur, regardless of the cause of such loss of data. The total liability of Provider for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of Provider, whether in contract, tort or otherwise, will not exceed an amount equal to the amount actually paid by Client to Provider for the Services during the twelve (12) month period preceding the date the claim arises.
The performance by Provider of its duties and obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency relationship between Provider and Client, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.
The parties agree that, should a dispute arise concerning this Agreement or any of its subject matter or contents, mediation of the disputed matter(s) shall be sought by the complaining party first and primarily and that litigation may be pursued by the parties hereto only after such mediation has failed. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Texas. Any litigation concerning the Agreement shall be conducted in Erath County, Texas.
If any litigation or mediation is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and costs from the other party.
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.
The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.
This Agreement is a legally valid and binding obligation of Client, and is enforceable in accordance with its terms. If Client is an entity (including but not limited to a corporation, partnership, or limited liability company), Client represents and warrants that each individual agreeing to this Agreement on its behalf is duly authorized to execute and deliver this Agreement on behalf of Client in accordance with applicable law and Client’s governing documents, and, if and to the extent necessary and applicable to an entity of Client’s type, Client’s Board of Directors or other governing body has approved this Agreement and authorized the individual signing this Agreement to do so on Client’s behalf