Standard Terms & Conditions for Products and Services
by SNC Squared (Revised June 30, 2012)
These Standard Terms & Conditions for Products and Services (“Standard Terms”) shall apply to all Managed Services Agreements and MSP Schedules or other agreements between SNC Squared (“SNC Squared”) and any customer or client of SNC Squared (“Customer”). Customer’s acceptance of any goods shipped or services provided by SNC Squared shall constitute acceptance of these Standard Terms, regardless of any conflicting terms or waiver language contained in any Customer purchase order, correspondence, or other document.
- Customer Responsibilities.
Customer is responsible for having trained staff available to support remote access connections. SNC Squared requires the identification of trained and authorized callers to its technical help desk. Additionally, Customer is responsible to define and manage their data backup and recovery strategy in accordance with their operational needs. SNC Squared requires all bundled server based products to have the latest SNC Squared -approved version of anti-virus software product and ensures proper operation of the SNC Squared core application and essential utility software when used in conjunction with such SNC Squared and vendors approved anti-virus software. Upon installation by SNC Squared, SNC Squared will configure server-based products to perform automated virus definition updates over the Internet if requested by Customer and if Customer provides Internet access. Customer is responsible for protecting their network environment from viruses and damages resulting from virus infection. Customer is also responsible for ensuring virus definition updates are performed consistent with Customer internal virus protection policies. Customer is responsible for maintaining any subscriptions necessary to obtain virus updates. Customers who chose to not implement anti-virus software do so at their own risk.
- Fees and Payments.
- Payment of all invoices is due in United States currency within ten (10) days of the date of invoice. If Customer has a credit card or an ACH account on file it will be automatically charged and a copy of the paid invoice and receipt will be mailed to Customer.
- If an invoices remains unpaid after 10 days, SNC Squared will automatically extend an additional 20 day grace period. If an invoice remains unpaid after 30 days, then any amounts not paid will be bear interest at the rate of 1.5% per month (18% per year), or if lower, the maximum rate permitted by applicable law. In addition, Customer agrees to pay all costs of collection, including costs of litigation and reasonable attorney’s fees. SNC Squared reserves the right to obtain a security interest in the products sold to customer, and in proceeds thereof, until payment is made in full by customer. SNC Squared also reserves the right to suspend service to Customer during any period in which Customer’s account is more than thirty (30) days past due.
- A $25.00 collection fee will be charged for all dishonored checks.
- Adjustment invoices and invoices for services that are not covered under a Managed Services Agreement or MSP Schedule shall be issued by SNC Squared as appropriate.
- In the event Customer requests on-site support and Customer has not purchased maintenance coverage, Customer will be invoiced by SNC Squared upon completion of the on-site services and such invoice will be due and payable by Customer upon receipt of invoice.
For remote support, SNC Squared requires either dial-in or internet access to all Customer systems. In order to provide this support, SNC Squared requires and will provide third party software. If Customer is unwilling to allow the use of the third party software, then SNC Squared will be severely limited in its ability to provide support. Customers requiring the use of a customized remote access solution such as VPN client software, secure ID tokens, or individual user IDs and passwords to facilitate remote access, must submit a detailed request to SNC Squared in writing. Emergency remote support is provided on a 24-hour/7 days per week basis. An emergency support call is defined, as a failure of programs and/or hardware causing a complete or partial operational shutdown that would critically impact Customer’s mission for which no immediate workaround is available. SNC Squared will make commercially reasonable efforts to assist Customer in becoming operational and will return all emergency support calls as soon as practical [or as otherwise set forth on an attached MSP Schedule]. For Non-Emergency remote support calls, Customer will be contacted within 1 business day following receipt of the call by SNC Squared.
- Support Limitations.
No maintenance, support or other assistance will be provided under a Managed Services Agreement for problems necessitated by one or more of the following conditions or causes:
- Improper or inadequate installation or maintenance of the SNC Squared programs or associated software, firmware, or hardware by Customer.
- Accidents to the SNC Squared programs or hardware or the neglect, misuse or improper programming of the SNC Squared programs by Customer or a third party.
- Customer supplied software or third party supplied software or interfacing, unless authorized in advance by SNC Squared.
- Modification of the SNC Squared programs or hardware not authorized by SNC Squared.
- A failure or fluctuation of electrical power or the operation of the SNC Squared programs and hardware outside of the environmental specifications applicable to them.
- Peripheral devices or add-ons not supplied by SNC Squared that cause damage to or failure of covered SNC Squared programs and hardware.
- Damage to programs and hardware from any external source such as, but not limited to, computer viruses unattributable to SNC Squared, computer hackers, fire, flood, lightning, tornado, earthquake, natural disasters, riots, acts of war, radiation, or nuclear event.
- Any attempt by Customer to disassemble, reverse engineer, decompile or otherwise attempt to derive source code or other confidential information from the SNC Squared programs.
Relocation of hardware after initial installation is not covered under a Managed Services Agreement and is subject to SNC Squared’s current standard time and materials hourly rates.
Relocation of Customer data and SNC Squared programs to replacement hardware is not covered under a Managed Services Agreement and is subject to additional charges. Supplies such as expendable batteries, recording media, disks, printwheels, or other consumables, including but not limited to, printer maintenance kits, are not covered under a Managed Services Agreement.
If service is requested as a result of any of the above conditions or causes, such service may be provided at SNC Squared’s discretion and at SNC Squared’s then-current rates for such service.
- Third Party Software.
SNC Squared ships all bundled products with the latest SNC Squared-approved third party software service packs, patches and hot fixes (“Third Party Software”). SNC Squared will attempt to identify any applicable Third Party Software necessary to ensure proper operation of SNC Squared core application or essential utility software contained in any SNC Squared programs and will install such required Third Party Software updates if purchased or provided by Customer. The final approval of the software installation is the Customer’s responsibility. If Customer determines that additional or different versions of the SNC Squared supplied Third Party Software are necessary to meet their operational needs, Customer may contact and advise SNC Squared of such requirement. SNC Squared will make a good faith effort to confirm and advise Customer whether such additional or different version of such Third Party Software are compatible with SNC Squared ’s core application and essential utility software. Any Third Party Software sold by SNC Squared to Customer includes telephone support as required to the extent that the applicable Third Party Software relates to the SNC Squared programs. Implementation of any upgrades to the Third Party Software shall be at the sole discretion of SNC Squared. If SNC Squared determines that such an upgrade is required for Customer, SNC Squared shall obtain for and transfer to Customer the necessary licenses with respect to any Third Party Software upgrades.
SNC Squared warrants that the services performed by it under a Managed Services Agreement shall be performed in a professional, workmanlike manner. The terms of the MSP Schedules control with regard to any product warranties applicable to the hardware, software programs, maintenance updates and/or software upgrades and any other services provided by SNC Squared. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR ON A MSP SCHEDULE, SNC SQUARED MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability.
SNC Squared’s sole liability under a Managed Services Agreement shall be, at SNC Squared’s option, either to re-perform any defective support service or to replace any defective part or product covered under a Managed Services Agreement. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL SNC SQUARED BE LIABLE TO CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, ANY CLIENTS RECEIVING SERVICES FROM OR THROUGH CUSTOMER) FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURIES, RELIANCE DAMAGES, LOST BUSINESS PROFITS ARISING IN ANY WAY OUT OF A MANAGED SERVICES AGREEMENT, DELAYS IN DELIVERY, LOSS OF USE OF ANY HARDWARE OR SOFTWARE PROGRAMS OR DAMAGES TO ANY DOCUMENTS OR OTHER PROPERTY OF CUSTOMER, WHETHER IN CONTRACT, IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF SNC SQUARED HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SNC SQUARED BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES, DIRECT OR OTHERWISE, IN EXCESS OF THE AMOUNT PAID BY CUSTOMER TO SNCSQUARED HEREUNDER. Some jurisdictions do not allow the exclusion or limitation of certain damages, so one or more of the above exclusions may not apply to Customer. All other limitations of liability shall apply.
- No Solicitation.
Customer agrees (directly, indirectly and through agents) to not recruit or hire or retain any SNC Squared staff for employment or work of any kind, either as an employee or an independent contractor, except for the staff provided by SNC Squared for and during such time as SNC Squared is providing Customer any of its services; moreover Customer’s obligations hereunder (direct and indirect) not to hire SNC Squared staff shall extend for a period of 24 months after the termination of all SNC Squared services to Customer. In addition, Customer recognizes that because of the substantial recruitment and training costs in the information technology industry, if Customer hires a SNC Squared employee, Customer agrees to pay SNC Squared a fee equal to 100% of the staff member’s then current annualized compensation. SNC Square agrees to not recruit or hire or retain any Customer staff for employment or work of any kind, either as an employee or an independent contractor during the term of a Managed Services Agreement. Notwithstanding the above, it is expressly agreed that a hiring by either Customer or SNC Squared in response to a general solicitation [newspaper ad, employment agency, etc.] shall not constitute a violation of the restrictions above, nor shall it result in any obligation of Customer to make payment of any fee to SNC Squared.
- Force Majeure.
SNC Squared shall not be liable for any damages or penalty arising from any delay in performance of, or failure to perform, any obligation to Customer under or for failure to give Customer prior notice thereof when such delay or failure is due to acts of God or other factors beyond SNC Squared’s reasonable control.
Except as expressly provided otherwise in a Managed Services Agreement, in addition to any remedies provided under these Standard Terms, Customer and SNC Squared shall have all remedies provided at law or in equity. The rights and remedies provided in these Standard Terms, a Managed Services Agreement or otherwise under law shall be cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy, except as expressly provided otherwise in a Managed Services Agreement.
- Liquidated Damages.
Customer acknowledges that it is impractical and extremely difficult to determine the actual damages that may proximately result from Customer’s failure to perform certain obligations under a Managed Services Agreement. Accordingly, any liquidated damages amounts payable by, or to be credited by, Customer to SNC Squared under these Standard Terms, or a Manages Services Agreement: (i) are acknowledged by Customer not to be a penalty; and (ii) are reasonable and not disproportionate to the presumed damages to SNC Squared from a failure by Customer to comply with the applicable provisions of a Managed Services Agreement or these Standard Terms.
- No Waiver.
No delay or omission by either Customer or SNC Squared to exercise any right or power will impair any such right or power or be construed to be a waiver thereof. A waiver by Customer or SNC Squared of any of the covenants, conditions or agreements to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreements. No change, waiver or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver or discharge is sought to be enforced.