MetroMacs Terms of Service Agreement
Consultation Services & Base Hourly Rates - CLIENT hereby contracts MetroMacs Inc to provide consulting & support services. For all specialized services not specified or quoted, regular MetroMacs Inc rates apply: $95/hr for local area on-site support, and $110/hr for out-of-local area clients. MetroMacs Inc reserves the right to adjust rates as it sees fit, and will inform CLIENT at least one month in advance of such adjustments. MetroMacs Inc maintains an online Rates section outlining standard service fees.
CLIENT understands that all time spent on-site is billable, in addition to extended office (off-site) work as required. This is generally related to additional research, in-house troubleshooting, support calls, remote support, data recovery and/or procurement of repair parts as necessary. All hardware repairs or purchasing of equipment that must be approved by CLIENT prior to any work being completed or ordering of parts. If we find additional problems or issues, we will go over all cost effective options to determine the best approach in moving forward.
We consider a CLIENT to be in our local area when the drive-time (one-way) to CLIENT's service location, from our office in Overland Park, falls under 20 minutes. Billable time is assessed when we arrive at the service location to the time we leave.
In the event MetroMacs Inc requires over a 20 minute (one-way) trip from our Overland Park office location to CLIENT's service location, we will factor in applicable drive time to and from. Out-of-Local area travel time and rates associated within are discussed with CLIENT in advance to any service being performed by MetroMacs Inc.
On-site Minimum - We charge a one hour minimum for any onsite visit. Additional time spent on-site is billed in 15-minute increments.
Equipment & Repair Part Purchases - All CLIENT equipment purchases require pre-payment once approved. Since we are not in the business of tangible retail sales, we do not require CLIENT to purchase any equipment from us. However, we are happy to work with your preferred vendor to provide the solutions which are in-line with your needs. Apple OEM and third-party repair parts fall into a different category. As such, we will only install repair parts that are procured from our trusted vendors. This includes hard drives, RAM, logic boards, video cards and so forth. MetroMacs Inc cannot be held liable for installing CLIENT provided parts in the event said parts are faulty which may result in further damage. This is simply considered bad business practice in our industry to install used or questionable parts.
Appointment Cancellation Fees - Appointments cancelled within two (2) business hours of the scheduled appointment are subject to a cancellation fee equivalent to one hour of on-site service. This fee must be paid by CLIENT before any future work is committed to. There are times when MetroMacs Inc may waive this fee depending upon unforeseen CLIENT circumstances.
Remote & Office Location Support - When appropriate, we provide support during in-house appointments at our office, as well as through remote support tools. This time is billed at our current hourly rate in 15-minute increments, and is not subject to the On-site Minimum. Please visit our Rates section for specific details on service charges and rates pertaining to your type of service.
Emergency Support & Availability - Emergency after-hours support is only available to our Managed Service Clients that require an immediate response to business downtime.
Scope of Work - This agreement will end one year from the date of signing. Either party may cancel this agreement at any time with one month’s notice in writing. CLIENT shall pay for billable hours and expenses incurred by the MetroMacs Inc team up until the time of cancellation. During the course of work, if MetroMacs Inc feels that any task will take longer than estimated due to longer process or unforeseen circumstances, we will inform CLIENT so an appropriate decision can be made to continue or stop work as necessary.
Billing Procedures & Payment Terms - MetroMacs Inc will be paid at the rates agreed for work performed in accordance with this agreement unless otherwise agreed to in writing. CLIENT will pay for services immediately when invoiced. MetroMacs Inc will e-mail or mail an invoice setting forth the time spent for services rendered. If CLIENT has not challenged an invoice within 10 days of receipt, it shall forfeit any right to thereafter challenge said invoice. Purchasing of repair parts and materials may require a deposit and/or payment upon order. Any payment not received by due date shall bear interest at the rate of 4.75% per month from the date due until paid.
Default - “Default” shall mean [non-payment] according to the terms of agreement. In the event of Default on the part of CLIENT, MetroMacs Inc may cease all further performance under this agreement and shall not be liable for any losses or damage suffered by CLIENT as a result of MetroMacs Inc’s cessation of services. After such Default, MetroMacs Inc shall not be obligated to provide any additional services unless mutually agreed to in writing between the parties. In the event CLIENT believes MetroMacs Inc is in default or breach of this agreement, CLIENT shall provide MetroMacs Inc with timely written notice of the default or breach and expressly identify the nature of the default or breach in that notice. Further, MetroMacs Inc shall have ten (10) days to cure (“Cure Period”) that default or breach, failing which this agreement shall automatically terminate without any further obligation by one party to the other. Notwithstanding the above, MetroMacs Inc shall be entitled to full payment for all services and equipment provided to CLIENT as of the expiration of the Cure Period. In the event of non-payment, MetroMacs Inc is entitled to recover from you its costs of collection, including reasonable attorney fees.
Warranties and Representations - MetroMacs Inc does not make and hereby disclaims, and CLIENT hereby waives, any representations or warranties, arising by law or otherwise, regarding the Services described in this Agreement, or any portion thereof, including, without limitation implied warranties or merchantability, fitness for a particular purpose, non-infringement, or arising from course of dealing, course of performance or usage in trade. Without limiting the foregoing, MetroMacs Inc specifically does not warrant the Services described herein (a) against failure of performance including, without limitation, any failure due to computer hardware or communications systems, or (b) any economic or other benefit that CLIENT might obtain through its participation in this Agreement. With respect to any equipment supplied, only the manufacturers warranty, if any, shall apply to any repair or maintenance, unless expressly set forth to the contrary in this Agreement.
MetroMacs Inc provides a 90-day labor warranty on all hardware repairs we perform. MetroMacs provides no warranty, other than that provided by the manufacturer, or vendor of such hardware and software. Standard labor rates will apply for hardware and software repairs that are warrantied through the manufacturer.
Release and Indemnification - CLIENT hereby releases and agrees to hold harmless, defend and indemnify MetroMacs Inc, from any and all claims, actions, proceedings, suits, liabilities, damages (actual, consequential, or incidental), settlements, penalties, fines, costs or expenses (including without limitation, reasonable attorney’s fees and other litigation expenses) of every kind, whether known or unknown, incurred by CLIENT arising out of this Agreement.
Limitation of Liability - In no event shall MetroMacs Inc be liable for indirect, special or consequential damage suffered by CLIENT in connection, directly or indirectly, with the action or inaction of MetroMacs Inc under or in relation to this Agreement.
Independent Contractor - Both CLIENT and MetroMacs Inc agree that MetroMacs Inc will act as an independent contractor in the performance of duties under this contract. Accordingly, MetroMacs Inc shall be responsible for payment of all taxes including Federal and State taxes arising out of MetroMacs Inc’s activities in accordance with this contract. Nothing contained in this Agreement is intended to constitute the Parties as partners or joint venturers in the legal sense. Neither party intends that a partnership, joint venture or similar relationship be formed by this Agreement or any performance hereunder. Neither party shall have any express or implied right or authority to assume or create any obligations on behalf of, or in the name of, the other or to bind the other to any contract, agreement or undertaking with any third party.
Confidentiality - Each party agrees that the Confidential Information of the other party will be held in confidence to the same extent and the same manner as each party protects its own Confidential Information, but each party agrees that in no event will less than reasonable care be used. Each party shall, however, be permitted to disclose relevant aspects of such Confidential Information to its officers or employees on a need-to-know basis, provided they have undertaken to protect the Confidential Information to the same extent as required under this Agreement. “Confidential Information” means each party’s trade secrets, financial information, formulas, specifications, programs, instructions, technical know-how, methods of operation, testing benchmarks, any other information identified by a party as Confidential Information, and any other information that should reasonably be understood to be confidential or proprietary. The confidential Information referred to in this Section shall not apply in the following cases: If it was already known to the other party, if it was disclosed-without obligation to keep the information confidential, if it was publicly known or became publicly known through no-fault of the receiving party, if it was independently developed by the receiving party without use of the other party’ Confidential Information, or if it is required to be disclosed by a court of competent jurisdiction and in that case, the disclosing party shall be granted a reasonable opportunity to obtain a protective order.
Governing Law and Jurisdiction - This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas applicable to agreements made regardless of the place of physical execution of the agreement within such state, without regard to its conflict of laws rules. CLIENT hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of State of Kansas siting in Olathe Kansas in respect of any dispute under this agreement.
Entire Agreement - The terms set forth in this Agreement are intended by the Parties as a final, complete and exclusive expression of their agreement with respect to the Services contemplated by this Agreement and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement, or any consistent additional terms. There are no restriction, promises, representations, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
Severability - Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect, and, if the subject term o provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.
Modifications - All modifications to this Agreement must be in writing and signed by all Parties.
Force Majeure - MetroMacs Inc shall be excused from performance to the extent that performance is prevented, delayed, or obstructed by causes beyond MetroMacs Inc’ reasonable control, including delays in performance by CLIENT, acts of Nature (fire, storm, floods, earthquakes, etc.) civil disturbances, disruption of telecommunications, power or essential services.
Assignment - Neither of the parties may sell, transfer, assign or otherwise dispose of any of its rights or obligations under this Agreement to any person without the express written consent of the other party, except that MetroMacs Inc may, at its sole discretion, hire or sub-contract out portions or all of the Services to be provided hereunder.
Software Licensing - CLIENT understands that we will not knowingly install unlicensed software. Each software title that is purchased and/or installed has a license agreement. You are solely responsible for adherence to the licensing rules. If requested, MetroMacs Inc can perform a complete licensing compliance review for your entire organizations existing software assets.
Data Backup and Recovery Fees - CLIENT must consent to a $50 temporary backup fee and or liability waiver before any service work is to be performed by MetroMacs Inc (either on-site or at our office location.) We strongly advise CLIENT to have MetroMacs Inc perform an additional (temporary) backup of your data in the event your existing backup is unreliable or corrupted.
Our current data recovery rate is $120 per hour. MetroMacs Inc is not responsible for any loss associated with CLIENT's unwillingness to consent to a temporary backup of all data. CLIENT must sign a waiver prior to any work being done if our temporary backup service is declined.
Claim Limitation - CLIENT agrees, regardless of any statute or law to the contrary, that any claim or cause of action arising out of or relating to this Agreement must be filed within one (1) year after such claim of action arose or be forever barred. If any party brings an action arising out of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney’s fees, and any court costs incurred in such action or proceeding, in addition to any other damages or relief awarded.
Consents and Waivers - Failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same, unless the same is waived in writing. No waiver by a party of any condition or any breach of any term, covenant, representation, or warranty contained in this Agreement shall be effective unless in writing, and no waiver of any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances.
Termination of Services - If our professional relationship is not mutually beneficial, both the CLIENT and MetroMacs Inc have the right to terminate any further services at any time. In the event of any termination, you remain liable for any fees and costs incurred prior to our termination.