UNIVERSAL TERMS OF SERVICE

UNIVERSAL TERMS

Scope of Services

These Universal Terms govern all products or services that we perform or provide to you (collectively, the “Services”). The Services will be described in the Service Plan you select from our Service Guide or a Service Plan we customize for you. The Services may also be described in Project Agreements, Statements of Work, or other Proposals we provide. Each Project Agreement, Statement of Work, or Service Plan may have its own terms and conditions (“Terms of Service”) that you will be responsible for accepting and agreeing to. 

If there is a material difference between the language in the Terms of Service you sign for each Service Plan, Project, SOW, or other labor, product, or service item, and these Universal Terms, then the Terms of Service shall prevail and control, except in situations involving warranties, limitations of liability, or termination of this Agreement. Under those limited circumstances, the terms of the Universal Terms will control unless the Terms of Service specifically state that it is overriding the conflicting provisions of the Universal Terms.

General Requirements

System. For the purposes of this Agreement, “System” means collectively any computer network, computer system, peripheral or device installed, maintained, monitored or operated or managed by us pursuant to your Service Plan. To avoid a delay or negative impact on our provision of the Services, during the term of your Service Plan you agree to refrain from modifying or moving the System or installing software on the System unless we are notified and approve, in advance, the contemplated changes. In such event that you make modifications to the System without our consent we will not be responsible for the remediation of (as part of your Service Plan) any issues or downtime arising or resulting from changes to the System that we did not authorize. 

Unauthorized Changes. It is understood that any services rendered to remediate an unauthorized change will be considered billable hours and you will be billed according to our then applicable hourly rate schedule with a minimum charge of one (1) hour.

Requirements. At all times, all software on the System must be genuine and licensed, and you agree to provide us with proof of such licensing upon request. If we require you to implement certain minimum hardware or software requirements as part of your Service Plan (“Minimum Requirements”), you agree to do so as an ongoing requirement of Service Provider providing its Services to you.

Maintenance; Updates. If patches and other software-related maintenance updates are provided as part of your Service Plan, we will install the updates only if we have determined, in our reasonable discretion, that the updates will be compatible with the configuration of the System and materially beneficial to the features or functionality of the affected software or hardware. We will not be responsible for any downtime or loss arising from or related to the installation of such updates and patches, granted that the update was installed in accordance with industry best practices and vendor and manufacturer’s instructions. Windows Updates that improve System security will always be installed. CTS reserves the right to delay or refuse the installation of updates if there is evidence that they cause or may cause Service interruption or System corruption.

Third Party Support/Troubleshooting. If, in our sole discretion, a hardware or software issues requires vendor or OEM intervention (i.e., support, troubleshooting) to resolve a Client IT System issue, we may contact the vendor or OEM on your behalf and pass through to you any actual and documentable fees and costs incurred in that process. If a third-party organization like Microsoft is necessary to become involved in the troubleshooting process, we will document and notify the Client of such necessity. If the Client does not agree to such involvement, then the Service Provider cannot be held liable for any delay in service request or service incident remediation.

Advice; Instructions. From time to time, and depending on the Service Plan you agree to, we may provide you with specific advice and directions related to our provision of Services or the maintenance or administration of the System. You agree to promptly follow and implement any directions we provide to you related to the Services which, depending on the situation, may require you to make additional purchases or investments in the System or environment in which the System is maintained at your sole cost. CTS shall not be responsible for any problems or issues caused by your failure to promptly follow our advice or directions. Unless specifically and expressly stated elsewhere, any services required to remediate issues caused by your failure to follow our advice or instructions, or your unauthorized modification to the System, are not covered under any Service Plan and will be out-of-scope.

Prioritization. Unless otherwise stated in your Service Plan or any subsequent Work Order, all Services will be performed on a schedule, and in a prioritized manner, as reasonably determined by CTS, which determination shall consider the urgency of the Service required, the scope of the applicable Service Plan, and technician availability.

Response Time. Unless otherwise stated in your Service Plan, our response time to service tickets and incidents shall be 2 to 4 hours from the time the ticket was submitted. Resolution time cannot be determined because incident severity and impact may vary, as such there is no guarantee on any resolution time.

Authorized Contacts. Service Provider will be entitled to rely on any directions or consent providing by your personnel or representatives who are authorized to provide such direction or consent (“Authorized Contacts”). If no Authorized Contact is identified, your Authorized Contact will be the person who signed this Agreement.

Hardware Sales. You agree that prior to purchasing any hardware, you will first consult with Service Provider regarding the hardware to be purchased. This is limited to laptops, desktops, servers, and network related appliances and does not include speakers, mouse, keyboards, monitors, and other peripheral devices. This ensures that appropriate hardware is acquired for purposes of fulfilling any project. You further agree that Service Provider will be allowed to submit a quote for computer hardware prior to purchase. Any hardware not purchased through Service Provider may be subject to installation, setup, and configuration fees.

Minimum System Requirements. Service Provider has established a set of Minimum System Requirements that enable us to support your System. The Minimum System Requirements are as follows: 

Workstations must be running Windows 10 Pro or greater and cannot be older than 5 years old; Workstations cannot be running software that is outside of the extended support period

Servers must be running Windows Server 2019 or greater, cannot be older than 10 years; Servers cannot be running software that is no longer supported by Microsoft

MacOS devices cannot be older than 6 years and must be running the latest version of MacOS if possible

Delay of Enforcement of Minimum System Requirements. Service Provider will delay the enforcement of Minimum System Requirements for the initial sixty (60) days of this Agreement to allow Client time to budget for any upgrades, replacements, or other necessary changes to ensure compliance with Section 2(k). In the event that Client has a firewall appliance with expired licenses, Client agrees that the licenses must be renewed within ten (10) days of onboarding or the firewall must be replaced. If any licenses for firewall appliances expire within forty-five (45) days, Client agrees for CTS to renew those licenses as it deems fit or replace the non-conforming device.

Non-Compliance

If Client does not comply with Minimum System Requirements within the allotted time-period, Client agrees that Service Provider may suspend or terminate support to the non-conforming devices OR bill an additional $21.75 per system until such time the devices are brought in to compliance, not to exceed an additional 120-days (180-days total time). Any non-conforming device will be classified as unsupportable after 180-days (6-months).

Fees; Payment; Non-Payment; Disputes; Errors; Travel

3.1 Fees – General. You agree to pay Service Provider for fees described in each Service Plan or Work Order. If the Service Plan or Work Order does not include a fee schedule, then you agree to pay Service Provider on an hourly basis consistent with Service Provider’s then applicable hourly rate.

Payment for Service Plans are due in advance of the month of service. For example, service period February 1^stthru February 28^th is due on February 1^st and would have been invoiced the month prior.

Payment for Hardware or Software or Software-as-a-Service will be due in advance unless otherwise arranged.

Non-Payment. Except for fees that are disputed in good faith by you, and within the 7-day dispute period (Dispute Period: you have 7 days form the date on an invoice to dispute the validity or correctness of the invoice.), fees and invoices that remain unpaid will be subject to a late fee in the amount of 3.5% of the total amount due if they are not paid by the 5^th day after the invoice due date.

Suspension for Non-Payment. Service Provider reserves the right to suspend part or all the Services without prior notice to you in the vent that any portion of undisputed fees are not timely received by Service Provider. Time is of the essence in the performance of all payment obligations by you, as non-payment may result in suspension of services and suspension of services is subject to a reactivation fee of up to 50% of the regular monthly charge.

Courtesy Notice Prior to Suspension: It is not required, but in general, Service Provider will provide a three (3) advance notice prior to suspending services to provide Client with an opportunity to resolve the past due payment(s) that may be due.

Payment Disputes / Invoice Disputes. From time to time clerical and billing errors are possible. You agree that human and technological errors can occur creating billing errors. In such event, you must notify us immediately. We will investigate any claim of an erroneous charge or invoiced item or any charge to a payment method on file within five (5) days and issue refunds where appropriate no later than the 7^th day after you notified us of an erroneous, or unauthorized charge. You agree to honor this section by withholding any bank disputes for the 7-day period of remediation authorized herein. You agree to hold us harmless from any costs or claims arising from a billing error as defined herein so long as the billing error is corrected in the allotted time period. You may not cancel or terminate your agreement for a billing error unless such error is not resolved within the time period provided herein.

Travel. If Service Provider’s personnel are required to travel outside the county of the headquarters in order to deliver the Services to your requested location(s), we will bill you and you agree to pay travel related expenses to and from the remote location including, but not limited to: (a) mileage, (b) travel time, and (c) reasonable motel/hotel and meal expenses when overnight stay is required at CTS’s discretion.

Mileage. You agree that the mileage rate is $1.20 per mile from county line to destination and back. You agree to this rate unless otherwise specified.

Travel Time. The hourly rate for travel is $25.00 per hour per technician dispatched unless otherwise specified in your Service Plan.

Hotel and Motel Expenses. Hotel and Motel expenses will be billed at the rate we pay plus 10%. We will also charge $50.00 per technician, per day, for meal reimbursements to the technicians.

Access

You hereby grant CTS the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the System on a 24x7x365 basis, for the purpose of enabling us to provide the Services. Service Provider may and will install remote network and remote system monitoring and management solutions as part of our Service Plans. You agree to the installation of such software. You understand that this software will enable CTS to remote in to your network or computer systems at any given time with or without your consent.

Limited Warranties; Limitation of Liability

Hardware / Software Purchased Through CTS. Unless otherwise specified, all hardware, software, peripherals or accessories purchased through CTS are generally nonrefundable once the applicable Third-Party Product has been shipped by the product’s distributor. Unless otherwise expressly stated in any order or document, all Third-Party Products are provided “as-is” and without any warranty between CTS and the Client. We will honor the warranties of the manufacturers and facilitate any warranty replacements.

Warranty. Notwithstanding any provision to the contrary in this Agreement, any warranty offered and provided directly by Service Provider for any product shall be deemed null and void if the applicable product is altered, modified, or repaired by persons other than CTS, including without limitation, the installation of any attachments, features, or devices not approved or supplied by CTS.

Limitation of Liability. This paragraph limits the liabilities arising under this Agreement or any Service Plan and is bargained-for and a material part of this Agreement. You, the Client, acknowledge and agree that CTS, the Service Provider, would not enter into this Agreement unless it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential or punitive damages, such as loss of revenue, loss of profits (except for fees due and owing to CTS), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any Service Plan, or the Services, or for any loss or interruption of data, technology or services, or for any breach, or data breach, hereof or for any damages caused by any delay in furnishing Services under this Agreement or any Service Plan, even if a party has been advised of the possibility  of such damages; however, reasonable attorney’s fees awarded to a prevailing party (as described below) shall not be limited by the foregoing limitation. Except for your payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or related to this Agreement (collectively, “Claims”) whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees by you to CTS for specific Service(s) upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct or gross negligence.

Indemnification

Each party (an “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party (an “Indemnified Party”) from and against any and all losses, damages, costs, expenses or liabilities including reasonable attorney’s fees, that arise from, or are related to the Indemnified Party’s breach of this Agreement.

Term; Termination

This Agreement begins on the Effective Date as established by signature or indicated in the Terms of Service for the Service Plan. Each Service Plan will have its own Termination conditions. The Universal Terms are applicable for the duration of any subsequent Service Plan. If all Service Plans are cancelled, then this Agreement will automatically cancel thereafter.

Response; Reporting

Service Provider warrants and represents that it will provide the Services, and response to any notification received by Client of any error, outage, alarm, or alert pertaining to the System, in the manner and within the timeframe established in any applicable Service Plan. As noted in Section 2(h), our response time will be 2 to 4 hours unless otherwise stated in your Service Plan.

30-Day Exception. For the duration of the first 30-days of Service, Service Provider shall not be held to any Response time either designated by Section 2(h) or Section 8 of this Agreement, or of any Service Plan. This Exception is only applicable to Clients in excess of 20 users/employees/devices.

Confidentiality and Non-Disclosure

For purposes of this Agreement, Confidential Information (“CI”) means any and all non-public information provided to us by you, including but not limited to your customer data, customer lists, internal documents, financials, and related information. CI will not include information that has become part of the public domain through no act or omission of CTS, was developed independently by us, or is or was lawfully independently provided to us prior to disclosure by you, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information.

We will keep your CI confidential and will not use or disclose such information to any third party for any purpose except as expressly authorized by you in writing or as needed to fulfill CTS’s obligations under this Agreement. We will exercise due care with regard to your CI as we would with our own CI and proprietary information.

Service Provider will comply with all legal demands to disclose CI and will promptly notify you of such legal action. If we are legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, or similar processes to disclose CI we will notify you as soon as practicable. You agree that we will not be held liable for any damages as a result of such legally compelled disclosure.

Additional Terms

EULA. For the duration of your Agreement, we may be required to agree to End User License Agreements on your behalf. These EULA’s may contain service levels, warranties and other liability limitations. You agree to be bound by the terms of any EULA we enter in to on your behalf.

Third Party Tools & Services. In order for CTS to provide the best possible IT services and solutions, cybersecurity protections, data backup & disaster recovery solutions and services, CTS constantly evaluates vendors and technologies. As such, you should be aware that we utilize third party tools to provide our Services. Any outage of a 3^rd party tool cannot be held against CTS.

Data Loss. Under no circumstances will we be responsible for any data lost, corrupted or rendered unreadable due to: (i) communication and/or transmission errors or related failures, (ii) equipment failures, including, but not limited to silent hardware corrupted-related issues, or (iii) CTS’s failure to backup or secure data from portions of the System that were not expressly designated in the applicable Service Plan as requiring backup and/or recovery services.

BYOD. You represent and warrant that CTS is authorized to access all devices, peripherals and/or computers, including mobile devices that are connected to the System, regardless of whether such devices are owned, leased, or otherwise controlled by you. 

Temporary Devices. CTS will not be obligated to provide the Services to any mobile device or temporarily-connected device unless that obligation is specifically stated in your Service Plan.

Arbitration

Any dispute, claim or controversy arising from or related to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration before one arbitrator to be mutually agreed upon by the parties. The arbitration shall be administered and conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. The arbitrator shall be agreed upon by both parties. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, JAMS shall select the arbitrator. The arbitration shall take place in the county for which the Client resides, except that, if that is not possible, the venue for arbitration shall be Lubbock County, Texas. Parties agree that arbitration fees are to be split evenly between the parties; except that the prevailing party is entitled to an award of attorney’s fees.

Miscellaneous

You warrant and represent that you know of no law or regulation governing your business that would impede or restrict our provision of the Services or that would require us to register with or report our provision of Services to any government or regulatory authority.

Neither this Agreement nor any Service Plan may be assigned or transferred to any other party. In the event of a sale or merger of the Service Provider, the Client agrees to the continuation of Services under this Agreement and to honor all active Service Plans.

Unless otherwise expressly permitted under this Agreement, no amendment or modification of this Agreement will be valid or binding unless such amendments or modifications are agreed to in writing.

If any provision hereof or any Service Plan is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions of this Agreement or any Service Plan, or Terms of Service, will be valid and enforceable to the fullest extent the law allows.

Service Provider will not be bound by any terms and conditions printed on any purchase order, invoice, memo, or other written communication supplied by you unless such terms and conditions are incorporated into this Agreement or CTS has expressly acknowledged the other terms, and thereafter, accepted such terms.

The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement or those found in any accepted Terms of Service or Service Terms for a Service Plan will not constitute an agreement to waive such terms.

CTS will not be responsible or liable to you for delays or failures to perform CTS’s obligations under this Agreement or any Service Plan because of circumstances beyond CTS’s reasonable control. Such circumstances include, but are not limited to, any intentional or negligent act committed by you, or any acts or omissions of any government authority, natural disaster, act of public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communication delays or outages, delays in transportation or delivery of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus-related incidents that circumvent then-current anti-virus or anti-malware software, cyber incidents that circumvent then current firewalls that are properly licensed, or acts of God.

Client understands that CTS has made significant investment in hiring and training outstanding personnel and likewise, CTS understands that Client has done the same for the Client’s employees. Therefore, during the term of this Agreement and for a period of one (1) year thereafter, neither party shall employ nor solicit for employment, either directly or indirectly (whether as an employee, independent contractor, consultant or otherwise), any person who is a current employee of the other party or who has been employed by the other party, for a period of one (1) year after last date of employment, unless acceptable to both CTS and Client. Client and CTS agree that failure to abide by this section will cause financial damage that cannot be measured; therefore, the sole and exclusive remedy, as liquidated damages and not as a penalty, is that the party in violation of this Section 12(i) pay the other party sixty (60%) of all compensation received in the prior 12 months by the person, based on the rate paid by the first party. In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to any of the employees of the other party will be deemed to be a material breach of this Agreement, in which event, the damaged party shall have the right, but not the obligation, to terminate this Agreement in its entirety immediately for cause and without future penalty, and collect one-thousand ($1,000.00) from the damaged party in addition to any other remedies expressly granted herein.

The provisions contained in this Agreement that bye their context are intended to survive termination or expiration of this Agreement shall survive.

CTS recommends that you have a Cybersecurity Insurance Policy in place. If you have a Cybersecurity Insurance Policy in place, CTS will, and you are mandated to participate in, audit your Cyber Insurance Policy and ensure your network and System complies. Any out of compliance items will be remedied within ninety (90) days of notification, and you agree to such remedies, regardless of cost, which will be discussed prior to their implementation.

This Agreement and any Service Plan will be governed by, and construed according to, the laws of the State of Texas. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state courts in Lubbock County, Texas for all claims and causes of action arising from or related to this Agreement. The Venue may be changed upon written agreement of both parties.

There are no third-party beneficiaries to this Agreement.

If any time period set forth in this Agreement expires on a day other than a business day in Lubbock County, Texas, such period will be extended to and through the next succeeding business day in Lubbock County, Texas. Business days are any day of the week, Monday through Friday, except on federally established holidays.

Where notice is required to be provided to a party under this Agreement, such notice may be sent by U.S. mail, overnight courier, fax, or email. Mail, that is not email, is considered delivered on the 3^rd day after the date of post-mark. Email is considered to be delivered on the next business day regardless of the day or time of day it was sent. Notices regarding a potential breach of contract must meet the following requirements to be considered valid: the notice must be sent in triplicate, one copy via regular U.S. Mail, one copy Certified Mail with Return Receipt Requested, and via Email; and the notice must specify what section of this Agreement is believed to be in breach in addition to any other information regarding the alleged breach.When submitting notices of a potential breach, we and you agree, that you will submit any supporting documentation at the time of submission of the previously indicated claim. If the Agreement is remedied within thirty (30) days of the alleged breach, the Agreement shall continue and will be immune to termination for the reason alleged in the breach.

CTS is, an independent contractor, not an employee of the Client.

From time-to-time CTS may utilize subcontractors; however, this is not general practice. In such event, the Client shall be notified, and CTS shall guarantee all work performed by the subcontractor.

Depending on the Service(s) provide, a portion of your data may occasionally be accessed or stored on secure servers located in different geographical regions globally.

The parties intend to sign and deliver this Agreement and any Service Plan in any number of counterparts, and each of which will be deemed an original and all of which, when taken together will be deemed to be one single agreement.