You have requested Lake Broadmoor, LLC, a Texas limited liability company, doing business as TerminalSolutions (“TerminalSolutions”) to perform information technology (IT) support services either remotely or onsite at your location. As a condition of TerminalSolutions agreeing to provide the services requested, you are required to accept these terms and conditions. All services performed by TerminalSolutions for you will be subject to these terms and conditions. For the purposes of these terms and conditions, “you” and “Customer” shall mean the person entering into this agreement as well as any entity on behalf of whom the person is acting, on a joint and several basis.
1. IT Support Services.
TerminalSolutions will only perform the services at the time and place that you have requested in your order and paid for in advance. You may request TerminalSolutions to provide additional or different services subject to buying additional hours of service in the same manner that you requested this pending work. TerminalSolutions reserves the right to refuse any work that you request for any reason. You are paying for TerminalSolutions’ service time, not a particular result. TerminalSolutions cannot and does not guarantee any result from its services. TerminalSolutions will perform its services professionally and make a good faith effort to achieve your goals subject to receipt of your payment for services as provided in Section 2 and the conditions of your IT infrastructure and budget constraints.
2. Compensation for Services.
You are purchasing a certain number of hours of service from TerminalSolutions. Hours purchased are not refundable. If the service you requested takes more hours than you purchased, TerminalSolutions may require you to purchase more hours prior to performing any service or require payment at the time of the service in its sole discretion. Your failure to pay as required by TerminalSolutions will result in an immediate work stoppage. Work includes but is not limited to time spent providing advice, guidance and assistance to and developing solutions for the Customer over any communication medium (e.g., telephone calls, emails, and texts). Hours worked will be calculated beginning at the time TerminalSolutions’ consultant(s) arrives at the Customer’s Location (or begins working if done remotely or away from Customer’s location) and ending at the time the consultant(s) departs the Customer’s Location (or at the time Consultant stops working if done remotely or away from Customer’s location). Customer will pay for all hardware, software, subscriptions, and supplies in addition to the service fees. If TerminalSolutions performs any services without prepayment, TerminalSolutions will invoice you for all services and costs. All invoices are due upon receipt. Any invoice outstanding for greater than ten (10) days will accrue interest at the lesser of a rate of (i) 18% per annum or (ii) the greatest amount permitted by law until paid. Customers may address billing disputes to email@example.com. TerminalSolutions will make timely response to billing disputes and may apply credits to customer’s future bills to address concerns. No credit will be issued to a past bill unless the bill was issued in error. TerminalSolutions will not consider billing disputes initiated 90 days or more after the date of the invoice.
Upon TerminalSolutions confirmation of your scheduled appointment, your service date and time will be reserved. Appointments start when the TerminalSolutions consultant is available to you or arrives at your location even if you are not ready or unavailable. All appointments must be rescheduled at least two (2) hours prior to the scheduled start time or the payments made for the booking will be forfeited. Rescheduling will require a new appointment and the purchase of additional hours.
4. No Uptime Guarantee.
TerminalSolutions does not guarantee any minimum uptime of Customer’s IT systems, nor does it guarantee any stated response time.
5. Software Licensing.
Customer will be solely responsible for the licensing of all software used by Customer. Customer represents to TerminalSolutions that all software used by Customer is owned by or validly licensed to Customer. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD TERMINALSOLUTIONS, ITS AGENTS, OFFICERS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS HARMLESS FROM ANY AND ALL CLAIMS, COSTS AND LIABILITY (INCLUDING ATTORNEYS’ FEES) RELATED TO ANY OF CUSTOMER’S SOFTWARE.
6. Data Protection and Monitoring.
TERMINALSOLUTIONS DOES NOT PERFORM PENETRATION TESTING SERVICES AND SPECIFICALLY DISCLAIMS ANY WARRANTIES AS TO THE SECURITY OF CUSTOMER’S DATA AND SYSTEMS FROM INTRUSIONS BY INTERNAL OR EXTERNAL SOURCES.
7. Confidentiality and Non-Solicitation Agreement.
8. Limitation of Liability.
Subject to the following sentence, TerminalSolutions will only be responsible to the extent of performing services (labor only) to correct any errors that are solely caused by the gross negligence or willful misconduct of TerminalSolutions. Any such errors caused by TerminalSolutions’ gross negligence or willful misconduct will be corrected at no additional charge to Customer, except that Customer shall remain responsible to pay all costs for Customer’s software, hardware, and other out-of-pocket costs (including, replacements) associated with correcting any gross negligence or willful misconduct in TerminalSolutions’ Services. Errors for the purposes of this Section 8 shall not include issues caused by (a) Customer’s equipment, hardware, or software which was not recommended and installed by TerminalSolutions at the time the error occurred, (b) any communication issues between Customer’s older equipment, hardware, or software and newly installed equipment, hardware or software, (c) any errors caused by Customer’s failure to upgrade equipment, hardware, or software, or (d) Customer’s refusal to follow TerminalSolutions’ advice, failure to timely respond to communications, or failure to authorize or grant access for TerminalSolutions to take prompt action on any IT matter. NOTWITHSTANDING THE FOREGOING, THE LIABILITY OF TERMINALSOLUTIONS TO CUSTOMER SHALL NOT EXCEED THE TOTAL COMPENSATION ACTUALLY PAID BY CUSTOMER FOR THE SERVICES DURING THE THREE (3) MONTHS PRECEDING THE DATE THE LIABILITY AROSE. TERMINALSOLUTIONS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES. CUSTOMER HEREBY RELEASES TERMINALSOLUTIONS FOR ANY CLAIM FOR ORDINARY NEGLIGENCE IN PERFORMANCE OF THE SERVICES.
9. Independent Contractor Status.
Neither the Customer nor TerminalSolutions is an employee, partner, joint venturer, or agent of the other. Neither party will have the right to assume or create any obligations on behalf of the other party.
10. Governing Law; Venue.
This Agreement will be governed by the laws of the State of Texas. Venue for all disputes relating to this Agreement will be in the state and federal courts in Bexar County, Texas. All invoices for Services shall be paid to TerminalSolutions at TerminalSolutions’ San Antonio office as follows: TerminalSolutions, Attn: Accounts Manager, 18018 Overlook Loop, Ste 105 PMB 133, San Antonio, Texas 78259.
11. Entire Agreement; Amendment.
This Agreement constitutes the entire final agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties. This Agreement, including any Exhibits, may be amended by TerminalSolutions upon written notice to Customer.
Except as otherwise provided in this Agreement, all notices required to be given must be in writing and delivered by electronic mail to the e-mail address listed below:
If to TerminalSolutions: firstname.lastname@example.org
If to Customer: At the email address provided upon booking the reservation
Billing notices will be sent to the email address provided at the time of booking. You acknowledge and confirm that you have authority to bind the entity or person on whose behalf you are entering into this agreement. In either case, you agreeing to be personally responsible for any unpaid amounts due and owning under this agreement for any support request or booking now or in the future. Either party may update contact information for notices, support requests and billing communications via written notice with at least 10 days advance notice.
The waiver by either party of any breach of any provision of this Agreement will not be construed as a waiver of any subsequent breach of the same or other provision.
You unconditionally accept these terms and conditions upon booking or requesting services from TerminalSolutions in any format.
15. Attorneys’ Fees.
If any litigation arises as a result this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, as well as all costs and expenses.