By accepting any order or quote (“Quote”) for the purchase of any IT Services (defined herein) from BassanTech, you (“Customer”) by accepting the Quote, expressly agree to be bound by these IT Services Standard Terms and Conditions (“Standard Terms”). Each Quote is subject to BassanTech’s acceptance and may be accepted or rejected by BassanTech in its sole discretion. Further, these Standard Terms and any Quote that subsequently refers to these Standard Terms are intended to and shall, collectively constitute one agreement (“Agreement”). It is understood that each Quote will specify the current charges and costs for the Services to be provided by BassanTech under this Agreement.
In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement the following defined terms shall have the following definitions:
(a) “Customer System” means the Customer’s computer network, network-connected servers, computers, and other devices connected to Customer’s network system.
(b) “IT Services” means the information technology or related services purchased by Customer pursuant to a Quote, and such services may include, without limitation, desktop, server, network, firewall or mobile device management services.
(c) “Products” means the Equipment or Software to be sold or provided by BassanTech to Customer pursuant to a Quote.
2. Payment Terms
(a) Customer shall pay to BassanTech the fees set forth in the Quote, and such fees shall be remitted to BassanTech in accordance with the payment terms set forth in the applicable Quote. In addition to the fees set forth in the Quote, BassanTech may invoice any additional costs and expenses reasonably incurred by BassanTech in the performance of the IT Services as incurred. Provided, all fees shall be subject to adjustment by BassanTech in its sole discretion effective upon the first day of each renewal Term (defined herein). BassanTech will invoice, and Customer shall also reimburse BassanTech for, any such additional costs and expenses reasonably incurred by BassanTech in the delivery of the IT Services. All payments will be due thirty (30) days from the invoice date commencing on the first calendar month following the execution of this Agreement. Payments will be remitted by Customer, upon receipt of invoice, to BassanTech’s address set forth herein or as otherwise directed by BassanTech. Provided, Customer may withhold payment of any disputed amount until the resolution of such dispute, but Customer shall nevertheless timely remit all other amounts owed under this Agreement at the time of the dispute. Payments of undisputed amounts will be deemed to be delinquent if not in BassanTech’s possession within thirty (30) days from the invoice date. Disputed amounts, once resolved, shall be remitted by Customer within ten (10) days.
(b) Customer shall be responsible for any applicable sales, use, value-added, or other taxes payable with respect to the IT Services or Products provided pursuant to this Agreement, or arising out of or in connection with this Agreement.
(c) All sales, property, excise and other federal, state and local taxes (other than those taxes based upon BassanTech’s net income) will be added to the Fees paid by Customer.
(d) Past due amounts will be subject to a services charge equal to the lesser of one and one-half percent (1½%) per month or the highest interest rate permitted by law. Without limiting any other remedy available to BassanTech, in the event any amount owed by Customer is more than sixty (60) days past due, BassanTech may suspend the IT Services at its sole discretion. Further, in the event any past due amount is placed by BassanTech with a third party for collection and/or litigation, Customer shall be responsible for all collection costs, legal fees and court costs incurred by BassanTech.
(e) Customer must notify BassanTech within fifteen (15) days from the invoice date of any dispute related to any invoiced amount in order to contest the same. BassanTech and Customer will work together in good faith to resolve such dispute in a timely manner.
The initial term of this Agreement will begin on the date indicated on the Quote and continue for the period set forth on the Quote. Upon expiration of the initial term of this Agreement, this Agreement shall automatically renew for successive periods of equal to the initial term set forth on the Quote, unless written notice of the cancellation is provided by either party in writing by mail or email at least ninety (90) days prior to the last day of the then-current term. The initial term and any renewal term, if applicable, are collectively referred to in this Agreement as the “Term.”
4. IT Services and Products
(a) Subject to the terms and conditions of this Agreement, BassanTech will provide to Customer those (i) IT Services as specified in the applicable Quote, and (ii) other information technology-related services requested by Customer from time to time which are not included in the IT Services specified on the Quote, but only to the extent that BassanTech agrees to provide such additional services to Customer in its sole discretion. In addition, BassanTech will sell to Customer certain hardware, equipment, components, or accessories (the “Equipment”), or license, sublicense, or facilitate the license from a third party to Customer of computer software (“Software”), all as specified in a Quote, or as otherwise requested by Customer from time to time, but only to the extent that BassanTech agrees to provide such additional Products to Customer in its sole discretion. All title to the Products will vest in Customer upon payment in full of the purchase price of such Products. Unless otherwise specified in a Quote, the Products will be shipped to Customer’s location F.O.B. shipping point. BassanTech reserves the right to substitute Products with other equipment, software, and/or components or materials of the same material functionality as reasonably determined by BassanTech. BassanTech may use refurbished parts in new Equipment, provided that BassanTech uses the same quality control procedures and warranties as with new Equipment.
(b) Customer acknowledges that the Customer System is under its own control at all times and that the IT Services will not include physical security or safety of the Customer System from casualty loss, physical intrusion, theft, vandalism, consequences arising from the failure to observe BassanTech or vendor-prescribed operating procedures and protocols, or abuse or neglect by Customer or its employees. Any changes in the Customer System or scope of IT Services requested by Customer, if provided, will be charged at BassanTech’s then current rates. BassanTech will not be responsible for any downtime or losses arising from or related to the Customer System.
(c) In the event Customer purchases IT Services pursuant to a Quote which includes management of all or a portion of the Customer System, BassanTech will provide certain remote monitoring of the Customer System, but such monitoring will be limited to the part of the Customer System to be managed pursuant to the Quote. The monitoring services will include basic troubleshooting of the managed portion of the Customer System. Customer hereby expressly grants to BassanTech the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Customer System for the purpose of providing the IT Services. In the event it is determined by BassanTech that any issues or problems with the Customer System are due to any portion of the Customer System which is not managed by BassanTech, BassanTech may charge additional fees incurred by it on a time and materials basis.
Further, with respect to managed IT Services purchased pursuant to a Quote, the following is a non-exhaustive list of items that are expressly excluded from such IT Services and will be billed to Customer at BassanTech’s current standard rates unless otherwise set forth in the Quote: (i) customization of third party applications, or programming of any kind; (ii) support for operating systems, applications, or hardware no longer supported by the manufacturer; (iii) data/voice wiring or cabling services of any kind; (iv) battery backup replacement; (v) equipment relocation; (vi) hardware replacement cost; (vii) cost to bring the Customer System up to the minimum requirements; (viii) cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind; (ix) project/integration work to increase functionality or capacity; (x) application configuration or network problems caused by line of business applications such as customer accounting, CRM, or ERP software, but reasonable attempts will be made to correct connectivity issues to such applications; and (xi) configuration element (hardware or software) or hosting service in a manner that is not customary at BassanTech, or that is in “end of life” or “end of support” status.
(d) Customer expressly understands and acknowledges that BassanTech (i) does not warrant that the Customer System will operate error free or uninterrupted; (ii) will not be responsible for any loss, cost, or damages suffered by or caused to Customer by reason of any casualty loss, external power or internet services provider’s disruptions or lost data resulting from the failure of the internal network, hardware or software systems; (iii) may, at BassanTech’s sole discretion, choose to render the IT Services in person, via telephone or email support or remote support; (iv) shall be acting in the capacity of independent contractor while performing the IT Services and not as an agent or employee of Customer; and (v) will have sole discretion and control in assigning personnel to perform the IT Services.