All Maintenance Plan payments are due in advance of services performed. Maintenance Plan and Support Hour (ex: As Needed, Emergency and Remote/Phone) invoices are due within ten (10) days of receipt of the invoice. For authorized Projects, fifty percent (50%) of project payments are due in advance of services performed with the remainder due at the completion of the Project. Any payment received after the due date shall be subject to a late charge equal to ten percent (10%) of the invoice and any past due invoice shall be charged a default rate of interest equal to one percent (1%) per month. We will not be sending you a copy of the invoice via US mail. Please note that despite the date received, your payment is due as specified within the invoice.
Additional time is billed per Maintenance Plan details or current hourly rates.
Any services changes or cancellations by the client need 24 hour advanced notice prior to time of scheduled service. If an IT Professional arrives on site for a prescheduled appointment and then you decided to cancel that appointment, a minimum of 1 hour of As Needed Support will be charged to your account regardless of appointment duration scheduled. We reserve the right to change schedules at any time. ALL IT reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the services (or any part thereof) at reasonable notice to you. You agree that ALL IT shall not be liable to you or to any third party for any modification, suspension or discontinuance of the services. ALL IT may specify from time to time the version(s) of related products required in order to use the services (e.g. supported browser versions).
You agree that ALL IT may modify the terms of service if necessary to comply with any other agreements that ALL IT is currently bound by or will be bound by in the future, and/or with applicable law, as well as to adjust to changing business circumstances. Changes or cancellation of this agreement need to be made in writing 30 days in advance. The change in services shall not be effective until the expiration of the 30-day period.
Return / Refund Policy
ALL IT does not sell products. We are a services based orginzation. We do not have a Return / Refund Policy.
Data, Software and Licensing
You are responsible for the security of all data, software and hardware. You are also responsible for ensuring that all software licenses are legal. You agree to the maintenance of all such software licenses. ALL IT has created, and from time to time may create, its own proprietary software for use in providing certain services. So long as you are in compliance with these Terms and any terms governing the use of the software that ALL IT may provide to you with the software, you are granted a non-exclusive, non-transferable license to use the software solely for your internal business use in connection with receiving the services. The software is part of the service and is the property of ALL IT. You agree not to modify, create derivative works of or reverse engineer the software. You agree not to copy, sell, resell, rent or sublicense (including offering the proprietary software to third parties on a provider or time-sharing basis), lease, loan, or redistribute the software. You agree not to access the proprietary software by any means other than through the interface that is provided by ALL IT for use in accessing the proprietary software.
You acknowledge and agree that ALL IT may suspend or terminate your account and/or deny you access to, use of, or submission of content for, all or part of the services, without prior notice, if you engage in any conduct that ALL IT believes, in its sole discretion: (a) violates any term or provision of this agreement, (b) violates the rights of ALL IT or third parties, or (c) is otherwise inappropriate for continued access and use of the services.
In addition, ALL IT reserves the right to terminate access to the services to those who no longer have a Maintenance Plan. You agree that upon termination, either by you or us, we may delete all content and information related to your account and may bar your access to your account and the services including, but not limited to, access to any of your content entered into or used in connection with the Service. Further, you agree that ALL IT shall not be liable to you or any third-party for any termination of your access to the services. You agree to defend, indemnify and hold ALL IT harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of the terms of this agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of services.
Limitation of Liability
You expressly understand and agree that ALL IT shall not be liable for any direct, indirect incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, content or other intangible losses, resulting from: the use or the inability to use the service, content and/or any information; or any other matter relating to the services. Further, you expressly understand and agree that the maximum liability of ALL IT for any claim under the terms of this agreement or in connection with the performance or failure to perform the services provided herein shall in no event exceed the actual fees charged by ALL IT to you for the period of one (1) month prior to the date of the claim.
Your rights under this agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of ALL IT, which consent may be withheld at the sole discretion of ALL IT.
Independent Contractor and Hiring of Employees
We are an independent contractor and are not employees of your company. During the term of this service agreement and for a period of six (6) months after the termination of this agreement you agree to not directly or indirectly solicit or hire any of the individuals who were employed by ALL IT at any time during the term of this agreement. If you hire any of our IT Professionals you agree to pay ALL IT an amount equal to the their average annual compensation.
This agreement constitutes the entire agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writing whatsoever not incorporated herein and made a part hereof and may not be amended or modified in any respect except by written instrument signed by the parties hereto. This agreement shall insure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, legal representatives, and permitted assigns. Any amendment or modification to this agreement must be in writing and executed by both parties to this agreement.
You agree to indemnify, defend and save, and hold harmless ALL IT, its affiliates, its officers, directors, employees, shareholders, and its representatives, from and against any and all costs, losses, expenses, liabilities, damages, lawsuits, proceedings (whether formal or informal), investigations, judgments, orders, settlements, recoveries, obligations, deficiencies, claims and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, attorneys' fees and all amounts paid in investigation, or settlement of any of the foregoing (collectively, "Damages"), incurred in connection with or that result from the acts or omissions of you or your officers, directors, employees or representatives. The term "Damages" as used in this paragraph is not limited to matters asserted by third parties against a party, but includes Damages incurred or sustained by a party in the absence of third party claims.
All disputes concerning this agreement or the rights and duties of any person in relation thereto shall be resolved by binding arbitration in Orange County, California pursuant to the rules of the American Arbitration Association, and judgment may be entered upon the arbitration award in any court of competent jurisdiction. Discovery prior to the arbitration shall be limited to the exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated. The non-prevailing party shall pay the prevailing party's costs and expenses (including attorneys' fees) of any such arbitration.
Attorney Fees and Costs
In the event of any litigation, arbitration proceeding or other dispute arising as a result of this agreement, the prevailing party or parties shall be entitled, in addition to any other damages assessed, to his or her or its reasonable attorneys' fees and all other costs and expenses incurred in connection with settling or resolving such dispute. The attorneys' fees which the prevailing party or parties shall be entitled to recover shall include any fees for prosecuting or defending any appeal and supplemental proceedings until the final judgment is satisfied in full, or for any post-judgment proceedings to collect or enforce the judgment. Subject to the provisions of local law, the prevailing party shall recover all such fees, costs or disbursements as costs action or proceedings itself without the necessity for a cross-action by the prevailing party.
Warranty of Services
ALL IT warrants that our services will be performed in accordance with best practices and as specified by 3rd party software/hardware vendors. ALL IT makes no other warranties, express, implied or statutory, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.
Although much care and expertise goes into deploying client authorized solutions, the warranty of the product or solution is still provided by the software/hardware vendor. If the product or solution being deployed does not perform as stated by the hardware/software vendor our troubleshooting or facilitation with a hardware/software vendor for support of an issue is billable to the client. A solution will be considered incorrect only when it is deployed contrary to, best practices or the instructions provided by the software/hardware vendor. Any solution deployed in accordance with software/hardware vendor instructions is billable, regardless of how long it takes or how many times it takes to deliver a working solution. By acceptance of these terms of service, your company is aware that unless ALL IT incorrectly deploys a solution that their work is billable and that ALL IT provides no warranties to services except for what is stated above.