Terms of Service
These terms of services (the “Agreement” or “Terms”) constitute a legally binding agreement made between Umbrella IT Solutions, Inc., located at 3948 3rd Street South #436, Jacksonville Beach, FL (the “Company”, “We”, or “Us) and the individual, entity, business, organization or individual with which the Company is going into business with, as defined specifically in any proposal contracts, agreements and other legally binding documents. (the “Client” or “You”).
You agree you have read, understood, and agree to be bound by all the terms of this Agreement. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM ENTERING INTO ANY AGREEMENTS WITH US.
Supplemental terms and conditions or documents that may be posted from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions and informing you via email. It is your responsibility to periodically review this Agreement to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revisions by your continued use of our products and services (as defined herein).
BY ACCESSING OR USING, USING OUR PRODUCTS OR SERVICES YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND AGREE TO BE BOUND BY THEM AND TO FULLY COMPLY WITH THEM. YOU FURTHER AGREE TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. YOU ACKNOWLEDGE THAT THESE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL ELECTRONIC CONTRACT BETWEEN YOU AND US WHICH FURTHER ENFORCES CLASS ACTION WAIVER AND ARBITRATION PROVISION AS DETAILED BELOW IN THE DISPUTE RESOLUTION SECTION. IF YOU DO NOT AGREE, DO NOT ACCESS, INSTALL, DOWNLOAD OR USE THE PRODUCT OR THE SERVICE AS DEFINED BELOW.
- The Company will provide to the Client the following products and services for all tiers (the “Service”): Administrative management of user’s profiles, permissions, network shares, troubleshooting of software and applications, third party vendor applications, guidance and training on systems and future planning. The Service includes products and services provided and delivered by the Company (the “Products & Services”) as described by uCONNECT Complete to the Client, depending on the chosen tier of service selected by the Client (uCONNECT Complete Standard, uCONNECT Complete Security, uCONNECT Complete Compliance or Other.) (the “Tier”). Each tier has a number of various products and services. See any uCONNECT Complete marketing material available for exact definitions of products and services currently offered (website, verbal or written).
- The Company will procure, deploy and manage the Service and any Products and Services to the Client assets (the “Assets”) as agreed upon by the Company and The Client based on the tier level selected; which include but are not limited to: Electronic hardware, software, virtual and hosted infrastructure. Client’s Assets will be tracked using tools provided by both the Company and the Client, including but not limited to: Microsoft Azure AD Users and Devices, Microsoft Active Directory Users and Devices and other third-party application user and device lists (G-Suite, Apple Business etc..).
- The Company will deliver the Service in accordance with industry-standard best-practices (the “Best Practices”) as defined by sources such as but not limited to: the US Government regulatory bodies, Healthcare regulations like HIPAA, and Security industry watchdogs such as CISA. The Company reserves the right to decide which regulations to use to define what standards must be met by each Client on an individual basis according to the industry and other factors related to the Client within reason.
- The Company shall commence onboarding of the Products and Services only after the Company has ascertained and surveyed the Client’s Assets, locations and facilities. (the “Audit”) This is to verify and understand the Clients technical needs and future business goals. The Audit includes but is not limited to: a comprehensive inventory and understanding of all Assets, electronic devices and software in use for the designated work to maintain high integrity of the Service. The Client will have full access to the Audit process and will be actively involved in creating a mutual understanding of the technological mobility plan for the future (Mobility Timeline). The Client’s Audit price is applied to balance required for Onboarding and if a qualifying UCONNECT Agreement is not signed, the Audit balance will become due immediately.
- The Service shall commence only after all onboarding is complete. “Onboarding” is the process of deploying all Products and Services deemed necessary by the Company in order to provide the Service, for example: monitoring agents and tools deployed to the Client Assets at all locations.
- If deemed necessary, the Company will provide a recommended upgrade path, plan or goal timeline for the Client in order to ensure compliance with Best Practices to ensure the integrity of the Service. (the “Mobility Timeline”.) Once this plan is agreed upon, the plan will prevent stagnation, Assets going ‘Out-of-Date’, ‘End-Of-Life’, outside of vendor support, ultimately to ensure that the Client is at industry best-practices with their daily operations and Assets. This is required in order to maintain the compliance with regulatory bodies, industry standards and insurance providers.
- Onboarding shall only commence after the Audit has been paid in full. The balance paid for the Audit will be applied to the onboarding costs. If the Audit has not been paid, the balance becomes due immediately. The Service and the Agreement commence only after Onboarding is deemed complete by the Company and the Mobility Timeline is agreed upon. If the Audit has not been paid in full, the full balance becomes due immediately. The Agreement’s first month’s payment is not due until the Service is deemed ready by the Company, only after all pre-requisite steps (Audit and Onboarding) have been completed by both parties.
Relationship of the Parties
- The Client agrees that the Products & Services rendered are valuable to it and are in its best interest. Company agrees to provide Client with industry Best Practices while undertaking best efforts to keep Client’s interests in mind. The Client understands that the exact products and services delivered can vary from client to client depending on the industry, and the Client entrusts the Company with discretion to make the best decisions on their behalf with services, products, vendors and other technical matters. This includes but not limited to: Products & Services rendered, priority levels determined based on assigned technician and technical criticality, technical decisions that may or may not impact Client business, and other decisions regarding Assets and the Service itself.
- As long communication about such changes is conveyed to the Client as detailed, the Company reserves the right to modify the specific delivery of Products & Services according to any given circumstances including but not limited to: The ever-changing nature of the IT Space and industry accepted Best Practices, changes in functionality or costs of the Products & Services, or any reason deemed necessary by the Company.
- The Parties acknowledge and agree that the Services performed by the Company, its employees, agents, or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship, or otherwise between the Parties.
- This Agreement is non-exclusive. Nothing contained herein shall entitle a party to exclusively provide or receive any service. This agreement remains as valid until revised and reviewed at the sole discretion of Umbrella IT Solutions and the Client. The Company shall provide all revisions in writing to the Client in a commercially reasonable timeframe as detailed in Section 12.
Notice and Communication
- Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered by hand, first class post, facsimile transmission, or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communications shall be deemed to have been made to the other Party, if delivered by:
- First class mail, 2-days from the date of post marked;
- Hand or by facsimile transmission, on the date of such delivery or transmission; and
- Electronic mail when the Party sending such communication receives confirmation of such delivery by electronic mail.
- The Client agrees to purchase the Service for all users, devices and Assets at each of their locations of business(s), including but not limited to those devices and users outside of the immediate business location which still associate with the Client’s business and data.
- If the Clients’ User Counts change, the monthly rate will automatically change in the same proportion based on the new user and Kiosk/Mailbox count in order for the user count to stay consistent with the billing. If there is a change in product availability or service, the Company will notify the client and will make industry standard efforts to uphold the integrity and quality of the Service. The Company will make best-efforts in pro-rating charges for products, services and users made during the middle of a billing cycle but cannot guarantee such pro-rating. Both parties will make best efforts to maintain an open and productive relationship as outlined herein.
- The Term shall be 1 or 3 years and the Client has the option of choosing a contract term. Charges will be discounted at rate of 5% if Client selects a 3-year term for this Agreement. New Clients shall have the option of 1 year, 3 year or an initial 6-month introductory term. For the purposes of this Agreement, New Client (the “New Client”) shall mean a Client who does not have an existing uCONNECT SLA Agreement with the Company prior to this Agreement.
- The Company will provide a separate estimate/proposal at the price of $100 per-user for the Audit and it will bill separately from this service agreement, unless otherwise specified in this agreement for Onboarding. If the client chooses to sign a qualifying uCONNECT Complete Agreement, then all onboarding and audit costs as detailed herein shall be waived.
- The Licenses and User/Device counts including those added after the original agreement signed date, may not be decreased during the initial (Introductory) Term.
- After Introductory term is expired, UCONNECT Complete will be automatically renewed for the 1 Year Term. After a Term is expired, UCONNECT Complete will be automatically renewed for the same term as previous agreement (1 or 3 year)
- The payment method will be billed on signing and automatically billed thirty (30) days after the previous billing period. Payment shall be made using the approved card or account on file in agreeance with the Company. Client expressly authorizes the Company to automatically charge the credit card or account on file, and will make best efforts to inform Company of any changes to such information as detailed in Section 12.
- We may use a third-party credit card processing service to process payments. We may change its third-party credit card processing service from time to time. Client consents to the use of such service and to the transfer of its credit card details to such third-party processor. Client agrees to be bound by any separate terms applicable to the processing service.
- Invoices will be delivered at either the 1st or 15th of each month (Depending on which is the next occurring date after sign-up. Invoices are for the next thirty (30) days of service from invoice date and are not retroactive. Regardless of the date of termination of this Agreement, Client shall be invoiced for a minimum of ninety (90) days of service.
Termination, Cancelation and Upgrade Terms
- Agreement may be terminated by Client or Company. Cancelation or Termination notice must be given at least 60 days in advance. In the event of a termination, Company will make best efforts to remove all Products and Services from Client Assets. Company will commercially reasonable efforts to securely transfer over all data owned by Client to the Client or superseding MSP. All such requests (support or otherwise) will be billed at Umbrella's Standard Rate ($125/h)
- In the event of upgrade or downgrade to a different tier level, Client will notify the Company 60 days in advance. The Company reserves the right to approve or deny the request to upgrade or downgrade the tier level.
- In the event of a Cancelation or Breach of Contract in Introductory Term (6 months), the remaining Balance becomes due.
- In the event of an upgrade or a downgrade of Tier of Service, the previous agreement will be voided without any balances becoming due. The new agreement will be set forth from the day the old one ended, restarting the calendar year of the Agreement back to day 1.
- If the Client terminates this Agreement without any material breach by the Company, prior to the expiration of the Term of 1 or 3 years, the Client shall pay the Company equaling the greater of (a) the sum of x multiplied by 3 months, wherein x is the average amount of the Client’s monthly invoice OR (b) x multiplied by n, wherein x is the average amount of the Client’s monthly invoice and n is the number of months remaining in the Term. The Client acknowledges and agrees that the sums payable under this Section constitute liquidated damages and not penalties for an early termination, and furthermore are in addition to any other rights the Company may have. All terminations must be in writing via the notice provisions of Section 12.
- Any termination of this Agreement (however occasioned) shall not affect accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue enforce on or after such termination.
Warranty and Liability
- The Company represents and warrants that it will provide services with reasonable care and skill.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE(s), FOR ANY THIRD-PARTY PRODUCTS & SERVICES PROVIDED, USED, OR AFFILIATED WITH THE COMPANY. THE COMPANY’S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PAYMENT IT HAS RECEIVED FOR THE SERVICE(s).
- THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE PRODUCTS AND SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE INFORMATION PROVIDED TO YOUR THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION UNLESS EXPRESSLY AGREED OTHERWISE, UNINTERRUPTED OR CONTINIOUS.
COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
- Client recognizes that the employees and independent contractors of Company constitute a valuable asset of Company. Client further recognizes that Company’s hiring and training of employees and independent contractors represent a large financial outlay for Company. For the term of this Agreement and a period of 1 year thereafter, Client agrees not to directly or indirectly solicit, induce or otherwise cause any employee or contractor of the Company to break its relationship with the Company.
- Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of confidential nature as agreed to and covered in the Company mutual NDA.
Governing Law, Dispute Resolution, and Class Action Waiver
- All questions with respect to the construction of this Agreement and the rights and liabilities of the Parties hereto shall be governed by the laws of the State of Florida, without regards to conflicts of law provisions.
- Any dispute in connection with this Agreement must be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Arbitration Rules of the American Arbitration Association ("AAA"). The parties shall equally share all fees related to the arbitration but shall be responsible for their own attorney’s fees. The arbitration may be conducted in person at a mutually agreed upon venue, or through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either party. The arbitrator must follow applicable Florida law, and any decision may be challenged if the arbitrator fails to do so. Notwithstanding the foregoing. the parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator if it is in contravention of applicable law.
- Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one parties claims against the other party, and may not otherwise preside over any form of a representative or class proceeding.
- If any provisions of this Agreement shall be declared by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect.
This Agreement is effective as of the Last Modified date below. We may amend this Agreement from time to time (an “Amendment” or “Amendments”). Any such Amendments will be posted on our website. By accessing the Products and Services after we make any such Amendments to this Agreement, you are deemed to have accepted such Amendments without any further obligation due from us. Please refer back to this Agreement on a regular basis.
You may contact us at the following:
Umbrella IT Solutions, Inc.
3948 3rd Street South #436,
Jacksonville Beach, FL
Last Modified: February 23, 2022