TERMS & CONDITIONS
These Terms & Conditions apply to all Services Agreements effective 9/1/2024 by and between the “Client” and Mazarese Grace Company, LLC (“MG Co.”) of 3839 State Route 9L, Lake George, NY 12845.
Whereas Service Recipient is the owner/lessor/licensee of a certain Computer System (hereinafter defined) for which Service Recipient desires Service Provider to perform certain Services (hereinafter defined); and
Whereas Service Provider desires to perform such Services on the terms and conditions set forth in this Agreement.
Now, there, in consideration of the mutual promises set forth herein, the parties agree as follows:
DEFINITIONS. For purposes of this Agreement, the following definitions shall apply:
“Client” shall mean any individual or entity that requests IT services from Mazarese Grace Company, LLC (“MG Co.”), receives an estimate, and signs the Residential or Commercial Service Agreement referencing the estimate number. By signing the Residential or Commercial Service Agreement, the Client agrees to the Definitions, the Terms and Conditions available for review at https://mazarese.com/terms, the Services listed in the estimate, and the pricing specified in the signed Residential or Commercial Service Agreement.
Commercial Services Agreement (“CSA”) shall mean a legally binding agreement between MG Co. and a commercial client, detailing the services to be provided, the one-time and/or monthly pricing, and referencing the estimate number. This agreement outlines the identifying information for commercial clients.
Residential Services Agreement (“RSA”) shall mean a legally binding agreement between MG Co. and a residential client, detailing the services to be provided, the one-time and/or monthly pricing, and referencing the estimate number. This agreement outlines the identifying information for residential clients.
“Network” shall mean the interconnected system of computer hardware and software, including routers, switches, printers, phones and other networking devices, identified by model and serial numbers, and referenced or listed on the Ticket.
“Computer” shall mean the computer hardware, identified by model and serial numbers, and the computer software referenced or listed on the Ticket.
“Ticket” shall mean a service request submitted by the Client to Mazarese Grace Company, LLC (“MG Co.”) for IT support or assistance. Each ticket is identified by a unique ticket number and includes details of the issue or request, the priority level, and any relevant supporting information. Tickets are tracked and managed through MG Co.'s ticketing system.
“Equipment” shall mean the computing systems and devices such as firewalls, switches, computers, printers, phones, and other major networking equipment. The Client will be charged for Equipment, and full payment is expected before orders are processed.
“Tools” shall mean the physical instruments and devices used to perform tasks related to the installation, maintenance, and repair of the Network and Computer systems. This includes, but is not limited to, drills, hammers, crimping sets, screwdrivers, pliers, wrenches, and other similar equipment.
“Supplies” shall mean lesser items such as screws, zip ties, data cables, and other minor components. The Client will not be charged for Supplies unless the amount used exceeds $50.
“Services” shall mean the Operation, Maintenance, and Management of the Network, additionally defined in the Description of Services, and shall also include the products from the vendors MG Co. uses and resells, including but not limited to: Account Management, Audio, Cloud, Computers (RMM), Networks, Phones, Visuals, Security, Websites, and other related services.
“Operation” shall mean the operation of the Network, including, but not limited to manipulation and computation of data by the Network, the outputting of such manipulated and computed data by the Network, and communication between elements of the Network.
“Maintenance” shall mean remedial maintenance and preventative maintenance of the Network, including making minor adjustments to the products being managed, which do not involve repairs or actions required to restore functionality after a malfunction. This includes adjusting settings or configurations for optimal performance, performing routine checks and updates, and ensuring that software and firmware are up to date.
“Management” shall mean the scheduling, coordination and organization of the use of the Network, procurement of supplies and spare parts therefore, and recommendation of changes and additions thereto.
“Communication” shall mean all interactions with vendors to gain education about the products being managed for the Client, as well as time spent seeking assistance for troubleshooting any issues related to these products. This includes emailing or calling vendors for product information or support, participating in vendor webinars or training sessions, and coordinating with vendors for updates or patches.
“Research” shall mean reading articles, watching videos, or engaging in other learning activities to understand the functions of the products being managed or to learn how to maintain them effectively. This includes reading technical documentation or user manuals, watching tutorial videos or online courses, and staying updated with industry trends and best practices.
“Rate” shall mean the fixed amount charged per unit of time for labor services provided by MG Co. This amount is determined based on the type of service being performed and the context in which it is delivered. The rate is expressed in terms of cost per hour and varies depending on whether the service is commercial, residential, or emergency in nature.
“Emergency” shall mean any situation that requires urgent support to address critical issues significantly impacting the Client’s operations or IT systems. “Emergency Services” may be requested by the Client through submission via Email, Text (SMS), Voice Message, or by signing the Emergency Services Request Form (“ESRF”) when MG Co. or its technician(s) arrive on site. The ESRF may be signed before, during, or after the response to the Client’s request for Emergency Services.
“Up-Time” shall mean total time, during any calendar week, that the Network is available for Operation during the time scheduled for Operation divided by the total time scheduled for Operation during such calendar week.
“Down-Time” shall mean total time, during any calendar week, that the Network is unavailable for Operation during the time scheduled for Operation divided by the total time scheduled for Operation during such calendar week.
DESCRIPTION OF SERVICES. Mazarese Grace Company, LLC (“MG Co.”) will provide the following services (collectively, the “Services”):
MG Co. shall perform the Services, which are subject to the Client’s written acceptance, according to the Standard Operating Procedures. The Services will be performed by MG Co.'s employees, who are skilled in the Operation and Maintenance of the Network, and the vendors they’re partnered with.
The Network shall be available for Operation according to the Client’s necessities per their operating schedule. This may include specific dates, days of the week or hours for each calendar day.
Maintenance, including preventative and remedial maintenance, may be performed during both operating and non-operating hours. The Client acknowledges that downtime may occur during maintenance, which can affect a single device or the entire network.
MG Co. shall procure Tools and Supplies sufficient to ensure that the maintenance or services requested are completed.
The Client shall provide MG Co. with sufficient workspace to perform the Services as needed.
DESCRIPTION OF RATES. MG Co. will provide the following Services, additionally identified as Remote Monitoring and Management (“RMM”), at the specified rates. RMM includes communication, research, and maintenance as defined in the Definitions section:
“Account Management” is priced per month per vendor. This service is described as the management of relationships and communications with Vendors on behalf of the Client.
Audio-Visual (“AV”) services are priced per month per device. This service is described as the maintenance of audio-visual equipment and systems requested after installation.
Backup services are priced per month per terabyte (TB) of data. This service is described as the storage of the Client’s data via regularly scheduled backups.
Cloud services are priced per month per license. This service is described as the management and maintenance of cloud-based applications and services including but not limited to Microsoft 365 and Google Workspace.
Computer services are priced per month per device. This service is described as the management and monitoring of the computers’ hardware and software. It includes an Antivirus program, an RMM agent, and the capability of remote support when requested by the Client or its staff.
Network services are priced per month per device. This service is described as the maintenance of network equipment and systems requested after initial installation of data cabling, firewalls, switches, access points, and any other networking devices.
Phone services are priced per month per phone (device or license). This service is described as the maintenance of telecommunication equipment and management portals requested after initial installation of phones and setup of admin dashboard.
Security services are priced per month per device. This service is described as the maintenance of security equipment and systems requested after the initial installation of NVR and security cameras.
Website services are priced at $100 per month per website. This service is described as the maintenance and updates of Clients’ websites after the initial builds decided by MG Co. and the Client have been completed.
DESCRIPTION OF LABOR. Mazarese Grace Company, LLC (“MG Co.”) will provide the Services defined and described previously at the following rates:
Commercial Labor is priced at $100 per hour. This applies to installations, which involve setting up new hardware, software, or systems for Commercial Clients. It also covers intensive repairs that require more than one hour to complete, involving complex troubleshooting or significant work.
Residential Labor is priced at $65 per hour. This applies to installations, which involve setting up new hardware, software, or systems for residential clients. It also covers intensive repairs that require more than one hour to complete, involving complex troubleshooting or significant work.
Emergency Labor is priced at $100 per hour for Commercial Clients and $65 per hour for Residential Clients. This applies to any Services identified as an “Emergency” according to the DEFINITIONS section.
PAYMENT. Payment shall be made to Andrew Schiavo, 3839 State Route 9L, Lake George, NY 12845.
There are two ways a Client is billed or invoiced:
Single Charges or One-Time Purchases: This includes contract work, installations, and maintenance billed a single time to the Client.
Recurring or Subscription-Based Services: This includes services such as antivirus, backup, RMM (Remote Monitoring and Management) and other related services billed monthly to the Client.
The Client will receive an invoice for each category of service performed. If the Client requests both single charges and recurring services as part of an estimate or request, the Client will receive two separate invoices: one containing the one-time purchases and one containing the subscription-based services.
By signing the Residential Services Agreement (RSA) or Commercial Services Agreement (CSA), the Client agrees to pay all charges referenced or listed in the estimate.
In addition to any other right or remedy provided by law, if the Client fails to pay for the Services when due, MG Co. has the option to treat such failure to pay as a material breach of this agreement, and may cancel this agreement and/or seek legal remedies.
TERM. The Client or MG Co. have the option to discontinue the Services being provided at any time. MG Co. will have until the first of the following month to complete the offboarding process. If the offboarding request is made during the last week of the month, the offboarding process will be extended to the first of the month after the next (e.g., if the offboarding request is made on February 28th, MG Co. has until April 1st to complete the offboarding request). The first of the month that represents the official date the offboarding is completed is when the Client is officially declared “Off-boarded.”
In the event of any termination or cancellation of this Agreement, MG Co. may:
Declare all amounts owed under this Agreement to be immediately due and payable;
Enter the Client’s premises and repossess all Tools, Supplies, and other items supplied by MG Co. for which payment has not been received; and
Cease performance of all Services without liability to the Client.
The foregoing rights and remedies of each party shall be in addition to all other rights and remedies available to them in law and in equity. However, the Client shall not be entitled to any additional remedies or compensations from MG Co. for any downtime experienced.
WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patterns, products, or other information (collectively the “Work Product”) developed in whole or in part by MG Co. in connection with the Services will be the exclusive property of MG Co. Upon request, MG Co. will execute all documents necessary to confirm the exclusive ownership of MG Co. to the Work Product if requested by the Client or a third party.
CONFIDENTIALITY. MG Co. and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of MG Co., or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. MG Co. and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. And it’s employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this agreement.
Upon termination of this Agreement upon termination of this agreement, MG Co. Will return to Will return to the Client all records, notes, documentation, and other items that were used, created, or controlled by MG Co. during the term of this Agreement the term of this agreement.
INDEMNIFICATION. MG Co. agrees to indemnify and hold the Client harmless from all claims, losses, expenses, fees, including attorney, fees, cost, and judgments that may be asserted against the Client that result from the acts or omissions of that result from the ax or missions of MG Co. and/or MG Co.’s employees, agents, or representatives.
WARRANTY. MG Co. shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in MG Co.’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to MG Co. on similar projects.
Service Provider warrants that the Services shall be a good quality and workmanship and in accordance with acceptable procedures for the Computer System, and that the Computer System will meet the specifications therefore.
EXCEPT TO THE EXTENT, EXPRESSLY PROVIDED HERE IN, SERVICE PROVIDER DOES NOT WARRANT THE SERVICES PERFORMED HERE UNDER OR THE ACCURACY OR CORRECTNESS OF THE RESULTS OF THE SERVICES, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IN ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY 5) ACCURACY 6) NON-INFRINGEMENT; 7) TITLE; 8) MARKETABILITY; 9) PROFITABILITY; 10) SUITABILITY; AND/OR 11) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
The failure to make a required payment when due.
The insolvency or bankruptcy of either party.
The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
REMEDIES. In addition to any and all other rights, a party may have available according to law, if a party default by failing to substantially, perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have until the 1st of the following month from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time. Shall result in the automatic termination of this agreement.
LIQUIDATED DAMAGES. Service Provider and Service Recipient agree that it may be difficult, if not impossible, to accurately determine the amount of damages that Service Recipient may incur, if service provider fails to maintain the Up-Time required hereunder. Accordingly, it is agreed that $0.00 for each percentage point that the Up-Time of the Computer System is below the Up-Time of 0% as stated in the above Description of Service Section shall be deemed to be the weekly liquidated damages for such failures, and shall be payable to service recipient in the form of a credit at the end of the month in which such failure(s) occurred.
FORCE MAJEURE. If performance of this agreement or any obligation under this agreement is prevented, restricted, or interfered with by causes beyond either parties, reasonable control (“Force Majeure”), and if the party unable to carry out, it’s obligations, gives the other party prompt written notice of such a event, then the obligations of the party and invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, or other similar occurrence, orders, or acts of military or civil authority, or by national emergencies, insurrections, riots, wars, strikes, lock-outs, or work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party, if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION. Any controversies or disputes arising out of or relating to this agreement shall be resolved by binding arbitration in accordance with the then current commercial arbitration rules of the American arbitration association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this agreement.in the event, the parties are unable to agree to such a selection, each party will select an arbitrator in the two arbitrators intern shall select a third arbitrator all three of whom shall provide jointly over the matter the arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each part that are in anyway relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders in restrain orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the party shall continue to perform their respective obligations under this agreement.
ENTIRE AGREEMENT. This agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement, whether oral or written concerning the subject matter of this agreement. This agreement supersedes any prior written or oral agreements between the parties.
SEVERABILITY. If any provision of this agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable if a court finds at any provision of this agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
AMENDMENT. This Agreement may e modified or amended inw riting, fi the writing is signed by the party obligated under the amendment.
GOVERNING LAW. This agreement shall be construed in accordance with the laws of the State the Client’s business is legally registered in.
NOTICE. Any notice or communication required or permitted under this agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address that fourth and the opening paragraph or such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that parties right to subsequently enforce and compel strict compliance with every provision of this agreement.
SIGNATURES. All Agreements shall be signed on behalf of the Client by the Authorized Representative and on behalf of Mazarese Grace Company, LLC by the Owner.