Managed IT Services Service Terms
This agreement outlines the services provided by TEXO IT
Synetek by TEXO Services Agreement
This Synetek by TEXO Services Agreement, including the Order Form which by this reference is incorporated herein (this "Agreement"), is a binding agreement between Synetek by TEXO, a Texas limited partnership ("Synetek, Synetek Solutions, Synetek By TEXO, or TEXO") and the person or entity identied on the Order Form ("Customer"). This Agreement governs Customer’s use of and access to the Synetek by TEXO IT services.
SYNETEK BY TEXO PROVIDES THE SYNETEK IT SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY SIGNING THIS AGREEMENT AND ANY ORDER FORM, CUSTOMER (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT CUSTOMER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, SYNETEK WILL NOT PROVIDE THE SYNETEK IT SERVICES TO CUSTOMER, AND CUSTOMER MAY NOT ACCESS OR USE THE SYNETEK IT SERVICES OR THE DOCUMENTATION.
1.Term and Termination of Agreement
This Agreement and the license granted hereunder shall remain in eect for the term set forth on the Order Form or until terminated as set forth herein (the "Term"). In the event (a) the Term expires, this Agreement shall automatically renew on a month-to-month basis on the same terms and conditions specied in this Agreement except that 150% of the applicable Fees will be due. Synetek IT/TEXO retains the right to make changes to the contract terms and pricing of this agreement with sixty (60) days written noticeto the client, delivered via email to the best point of contact on file.
2.Statements of Service; Fees and Payments; Taxes
2.1 Statements of Service shall describe in detail the services to be performed by Synetek , and this Agreement hereby incorporates all attached and subsequent Statements of Service that refer specically to this Agreement by name and date of execution.
2.2 Specic or additional payment terms may be specied in each Statement of Service attached to this Agreement. Client will receive an invoice on a monthly basis, and it will become due and payable on the rst day of each month. The rst month will include an additional one time setup fee equal to the monthly service fee. All services described in the attached Statements of Service will be suspended if payment is not received within 30 days following the due date.
Client will be billed a one hour charge of $150 to re-establish service if payment or payment arrangements had not been arranged and agreed upon in writing prior to the service interruption.
2.3 It is understood that any applicable federal, state or local taxes shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay all such taxes unless a valid exemption state certicate is furnished to Synetek Solutions.
3.Coverage
Unless modied by a Statement of Service associated with this agreement, all contracted services will be provided to Client by Synetek between the hours of 8:00 am and 5:00 pm Monday through Friday, Eastern Standard Time, excluding holidays. Synetek will make reasonable eorts to respond to emergency requests.
4.Nondisclosure
4.1 Condential Information. Except as provided in Section 4.2, as used in this Agreement, "Condential Information" means any information furnished or disclosed, in whatever form or medium, by Synetek Solutions to Client relating to the business of Synetek Solutions, and includes, without limitation, contract terms, nancial information, business procedures, processes, techniques, methods, ideas, discoveries, inventions, developments, records, product designs, source codes, product planning, trade secrets, customer lists, material samples, and the fact that Synetek Solutions and Client are negotiating or are parties to this Agreement, all of which is deemed condential and proprietary.
4.2 Use of Condential Information. Synetek and Client shall only use Condential Information for the purpose of performing services under this Agreement, and shall make no use of the Condential Information, in whole or in part, for any other purpose. Both parties agree to refrain from disclosing the Condential Information to third parties, unless one of the parties has given its prior written authorization to the other. The parties further agree to take all reasonable steps to preserve the condential and proprietary nature of the Condential Information. However, if the parties are required by subpoena or other court order to disclose any of the Condential Information, the party shall provide immediate notice of such request to the other party and shall use reasonable eorts to resist disclosure. If, in the absence of a protective order or the receipt of a waiver under this Agreement, the parties are legally required to disclose any Condential Information, then the parties may disclose such information without liability under this Agreement.
4.3 Remedies for Breach of Nondisclosure. The Condential Information protected by this Agreement is of a special character, such that money damages, although available, would not be sucient to award or compensate for any unauthorized use or disclosure of the Condential Information. The parties agree that injunctive and other equitable relief would be appropriate to prevent any such actual or threatened unauthorized use or disclosure.
5.Ownership of WorkProduct
5.1 General. All intellectual property rights associated with any ideas, concepts, techniques, processes or other work product created by Synetek Solutions during the course of performing the services shall belong exclusively to Synetek Solutions, and Client shall have no right or interest therein.
5.2 Managed Services Tools. Notwithstanding anything to the contrary in this Agreement, Synetek Solutions will retain all right, title and interest in and to all software development tools, know-how, methodologies, processes, technologies or algorithms used in providing the managed services which are based on trade secrets or proprietary information of Synetek Solutions or are otherwise owned or licensed by Synetek Solutions. Licenses will not be deemed to have been granted by either party to any of its patents, trade secrets, trademarks or copyrights except as otherwise expressly provided in this Agreement. Nothing in this Agreement will require Synetek Solutions or Client to violate the proprietary rights of any third party in any software or otherwise.
6.Indemnity
6.1 Third Party Indemnication of Synetek Solutions. Client acknowledges that by entering into and performing its obligations under this Agreement and each Statement of Service, Synetek Solutions will not assume and shall not be exposed to the business and operational risks associated with Client’s business, and Client therefore agrees to indemnify, defend and hold Synetek Solutions harmless from any and all third party claims, actions, damages, liabilities, costs and expenses (including attorneys’ fees and expenses) arising out of or related to the conduct of Client’s business except as a result of gross negligence on the part of Synetek Solutions.
6.2 Procedures. All indemnication obligations under this Section 6 shall be subject to the following requirements: (a) the indemnied party shall provide the indemnifying party with prompt written notice of any claim; (b) the indemnied party shall permit the indemnifying party to assume and control the defense of any action upon the indemnifying party’s written acknowledgment of the obligation to indemnify (unless, in the opinion of counsel of the indemnied party, such assumption would result in a material conict of interest); and (c) the indemnifying party shall not enter into any settlement or compromise of any claim without the indemnied party’s prior written consent, which shall not be unreasonably withheld. In addition, the indemnied party may, at its own expense, participate in its defense of any claim. In the event that the indemnifying party assumes the defense of any such claim, the indemnifying party is not liable for attorney’s fees and costs incurred by the indemnied party.
7.Representation and Warranties
7.1 Synetek Solutions represents and warrants that it (a) has the right, power and authority to enter into the Agreement and to fully perform all of the obligations hereunder, (b) will use commercially reasonable eorts to provide all services required of it under the Agreement in accordance with prevailing industry standards, and (c) owns or has acquired the requisite rights from third parties to the Synetek Solutions property
7.2 Synetek Solutions does not manufacture hardware or commercial o the-shelf (COTS) software covered under this Agreement. Any warranty provisions are passed through from the manufacturer and are subject to the manufacturer’s limitations. Any labor supplied by Synetek Solutions is not covered under the terms of the manufacturer’s warranty.
7.3 Synetek Solutions may provide equipment owned by Synetek Solutions and housed at Client’s premises. Such equipment may include, but is not limited to routers, desktops, servers, software, and remote backup devices. Such equipment shall be treated with the same care and security as similar equipment owned by Client. Client shall be held liable for any damage or loss not covered by the manufacturer’s warranty. If such loss or damage occurs, Client will be invoiced the current replacement cost of the equipment plus shipping and handling and related installation charges.
8.Disclaimer of Warranties; Limitation of Damages
8.1 THE EXPRESS, BUT LIMITED, WARRANTY IN SECTION 7 ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING Synetek Solutions SERVICES. Synetek Solutions AND ITS AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OFPERFORMANCE OR TRADE USAGE.
8.2 Synetek Solutions AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST DATA, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION ARISING FROM OR RELATING TO THIS AGREEMENT OR ARISING FROM OR RELATING TO THE USE OF THE SOFTWARE WHICH HAS BEEN MODIFIED BY ANYONE OTHER THAN Synetek Solutions, LOSS OF PROGRAMS, AND THE LIKE, THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, LOSS OF DATA, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR OTHER TORTS), TO THE EXTENT ALLOWED BY LAW, EVEN IFSynetekSolutions HAS BEEN ADVISED OF THE POSSIBILITYOFSUCH DAMAGES.
8.3 CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT HAS RELIED ON NO WARRANTIES EXCEPT THE LIMITED EXPRESS WARRANTYIN SECTION 7.
8.4 Client agrees that the total liability of Synetek Solutions and its aliates and the sole remedy of Client and any End User for any claims regarding Synetek Solutions services is limited to Client’s right to terminate this Agreement. Further, should a court nonetheless nd that remedy is not exclusive or that Synetek Solutions is for any reason nonetheless liable for money damages, the cumulative liability in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the amount paid to Synetek Solutions under this Agreement during the three months preceding the events giving rise to such liability. The existence of more than one claim shall not enlarge that limitation of liability.
8.5 Except as expressly provided in the Agreement, Client acknowledges that (a) Synetek Solutions is in no manner responsible for any action or inaction of any third party; (b) Synetek Solutions has not represented that the services shall be uninterrupted, error-free, or without delay; and (c) Synetek Solutions does not and cannot control the ow of data through the Internet, and such ow depends in large part on the performance of third parties whose actions or inaction can, at times, produce situations in which connections to the Internet (or portions thereof) may be impaired or disrupted. ACCORDINGLY, CLIENT ACKNOWLEDGES THAT Synetek Solutions DISCLAIMS ALL LIABILITY RELATED TO EVENTS OUTSIDE OF OUR CONTROL AND/OR IN THE CONTROL OF THIRD PARTIES, AND CLIENT SHALL HAVE NO RIGHT TO RELY UPON ANY REPRESENTATION OR WARRANTY OF ANY THIRD PARTY IN RESPECT TO THE SERVICES. Further, Client acknowledges that, in providing the services, Synetek Solutions shall necessarily rely upon information, instructions, and services from Client, its administrator, employees and agents, and other third parties providing computer and communications hardware, software, and Internet services. Except as expressly provided in the Agreement, Client fully assumes the risk associated with errors in such information, instructions, and services.
9.Non Solicitation of Employees
Client acknowledges that Synetek Solutions has a substantial investment in its employees that provide services to Client under this Agreement and that such employees are subject to Synetek Solutions’s control and supervision. In consideration of this investment, Client agrees not to solicitate, hire, employ, retain, or contract with any employee of Synetek Solutions, without rst receiving Synetek Solutions’s written consent. If any employee involved with the delivering of these services terminates his or her employment with Synetek Solutions (regardless of the reason for termination), and is employed by Client (or any aliate or subsidiary of Client) in any capacity either during the term of this agreement or within a 6 month period thereafter, Client shall immediately pay Synetek Solutions an amount equal to 50% of the then current yearly salary or wage paid by Synetek Solutions to such employee.
10.General Provisions
10.1 Equipment & Facilities. Client agrees that Synetek Solutions may utilize certain items of Client’s equipment and may gain access to Client facilities. Client retains title and ownership in all of Client’s equipment owned by Client and utilized by Synetek Solutions. Facility access may be denied for any reason at any time, however if access to facilities is denied, Client understands that Synetek Solutions may be unable to perform their duties adequately and if such a situation should exist, Synetek Solutions will be held harmless.
10.2 Passwords. Client acknowledges that Synetek Solutions may need access to any and all systems and resources to perform their duties under this contract. As such, Synetek Solutions must have access to any and all passwords necessary to perform duties under this agreement.
10.3 Waiver. The failure or forbearance of Synetek Solutions or Client to enforce any right or claim against the other party shall not be deemed to be a waiver by Synetek Solutions or Client of such right or claim or any other right or claim hereunder. The waiver by Synetek Solutions or Client of a breach hereof shall not operate or be construed as a waiver of any subsequent breaches of the same or any other provision.
10.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject hereof and supersedes all prior proposals, agreements, negotiations, correspondence, demonstrations, and other communications, whether written or oral, between Synetek Solutions and Client. No modication or waiver of any provision hereof shall be eective unless made in writing signed by both Synetek Solutions and Client.
10.5 Severability. If any provision hereof is determined in any proceeding binding upon the parties hereto to be invalid or unenforceable, that provision shall be deemed severed from the remainder of the Agreement, and the remaining provisions of the Agreement shall continue in full force and eect.
10.6 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the obligation for the payment of money) on account of any cause that is beyond the reasonable control of such party.
10.7 Applicable Law and Venue. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Texas. Client agrees it is subject to personal jurisdiction of the courts in Dallas County, Texas, and any dispute arising out of this Agreement requiring adjudication by a court of law shall be led and heard in the venue of Dallas County, Texas.
10.8 Notices. Except where provided otherwise, notices hereunder shall be in writing and shall be deemed to have been fully given and received when mailed by registered or certied mail, return receipt requested, postage prepaid, and properly addressed to the oces of the respective parties as specied in the rst paragraph of this Agreement, or at such address as the parties may later specify in writing for such purposes. The foregoing shall apply regardless of whether such mail is accepted or unclaimed.
10.9 Assignment. This Agreement shall inure to the benet of, and be binding upon, any successor to or purchaser of Synetek Solutions whether by contract, merger or operation of law. Except for this limited right of assignment, neither party shall assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement, without the other party’s prior written consent. Any attempted assignment or delegation in contravention of this provision shall be void and ineective.
10.10 Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a Temporary Restraining Order, Preliminary Injunction, or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and conrmation of the arbitrator, any and all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and nally resolved by arbitration under the rules of the American Arbitration Association (AAA) then in eect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties or in accordance with AAA rules. The ndings of the arbitrator shall be nal and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Legal fees shall be awarded to the prevailing party in the arbitration.
10.12 Independent Contractor. Synetek Solutions and Client shall at all times be independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
10.13 Support Contract. This Managed IT Services agreement is a support agreement for coverage of existing and equipment certied by Synetek Solutions as elegible to be covered under a Managed IT service Agreement. Add/Moves/Changes to the infrastructure including but not limited to adding workstations, printers, servers and network equipment will be deemed as projects and will be billed at the current hourly rate for such services.
10.14 Product Surcharge. Synetek Solutions reserves the right to charge client for the time utilized in the development of quotes for hardware or software not ultimately purchased through Synetek Solutions at the then currently hourly rate for Synetek.
11.Annual Increase and Auto-Renewal
11.1 Annual Increase: On each annual anniversary of the commencement of the Agreement, monthly charges may be increased by an amount designated by Synetek Solutions/TEXO, which will be communiated via email with a minimum of sixty (60) days notice.
11.2 Auto-Renewal: This Agreement shall automatically renew for successive one-year terms unless 90 (ninety) days written notice with intent to cancel service is submitted to Synetek IT/TEXO before the annual date of renewal, via certifed mail, using the current address available on this website: https://syneteksolutions.com/contact/
12.Hardware Procurement and Compatibility. The Client agrees that all hardware used in connection with the IT services provided by Synetek IT/TEXO must be purchased directly through Synetek IT/TEXO, unless otherwise agreed in writing by SynetekIT/TEXO. This requirement exists to ensure hardware compatibility, performance, security, and ongoing support, as Synetek IT/TEXO is only able to fully support and maintain hardware that it has supplied and approved. Synetek IT/TEXO shall have no obligation to service, support, maintain, repair, or troubleshoot any hardware that was not purchased through Synetek IT/TEXO. Any third-party or client-supplied hardware may be incompatible with Synetek IT/TEXO’s systems or services, and Synetek IT/TEXO makes no representations or warranties regarding its suitability or functionality
The Client acknowledges and agrees that Synetek IT/TEXO shall not be liable for any failure, service disruption, security issue, or performance issue arising from hardware not supplied by Synetek IT/TEXO, including but not limited to incompatibility with Synetek IT/TEXO’s services.