These are the terms that apply to you and us in the provision of our services and you acknowledge that we can vary these terms and conditions without notice to you. By receiving Service, you will be deemed to have accepted our complete terms, as listed at https://computerrepairsacramentoca.net/tos/ and they will apply to the exclusion of any others. You acknowledge that additional terms and conditions may apply to the provisions of the Services (depending on the type of Services we are supplying) and you agree that these terms also apply to the provision of those Services.
Services may be performed directly by WCS, third-parties contracted by WCS, or services and/or service leads may be referred to a third-party service provider. You acknowledge and agree to abide by the terms and conditions applicable to third party goods or services provided to you by WCS, and you acknowledge that these terms and conditions may change from time to time.
WCS will attempt to provide problem diagnostic and support services for an applicable fee. In certain cases, however, support may not be completed because of a problem that is beyond our control. Our rates are for time worked and is not tied to a resolution.
If WCS determines material is present of a graphic or pornographic nature, is stolen (or “pirated”. For example: software, music, or other data), or if file sharing software is present, at the sole discretion of WCS, service may be cancelled immediately and the minimum service call fee due for time and travel expense.
WCS shall provide Client with Support and Services as described by this Agreement and in any attached schedules (the “Schedules”).
WCS may initially attempt to resolve issues over the phone or via remote access. If an issue is unable to be resolved in that manner, WCS will schedule an on-site visit. WCS reserves the right to schedule a visit for any phone support exceeding 30 minutes or at the sole discretion of WCS should common practice dictate it would be more efficient to address the issue onsite. If an issue is unable to be resolved onsite, WCS may take equipment off-site for service or repair.
DEFINATIONS AND INTERPRETATION
The following definitions have the meaning given to them:
The following definitions have the meaning given to them:
- Acceptable Use Policy means our or our suppliers acceptable use policy as updated from time to time.
- Agreement means this Agreement and any other terms and conditions of ours which apply to the provision of the Solutions.
- Confidential Information means all information of a party in any form including, without limitation, trade secrets, know-how, processes, techniques, source and object codes, passwords, encryption keys, software, computer records, business and marketing plans and projections, details of agreements and arrangements with third parties, customer information and lists, designs, plans, drawings and models and any other information which a party informs the other party is confidential.
- End User means any individual utilizing service provided by us.
- Services means support and/or services provided by us.
- WCS/we/us/our means Warner Computer Services.
- Client/you/your means the company, person or entity who requested and pays for Services rendered by Us. This includes your executors, administrators and assigns.
A reference in this Agreement to:
- the singular includes the plural and vice versa;
- a document includes any variation or replacement of it; and
- anything includes the whole or each part of it.
The Client agrees and acknowledges that prior to requesting service from WCS, it is the Client’s sole responsibility to back-up the data, software, information, or other files stored on computer disks, drives, and/or other equipment. The Client acknowledges and agrees that WCS shall not be responsible under any circumstance for any loss, corruption, or damage to data, software, and/or hardware.
IT IS THE RESPONSIBILITY OF THE CLIENT TO ENSURE THAT DATA TRANSFER OR BACKUP OPERATIONS PERFORMED BY WCS ARE ADEQUATE.
Client must provide WCS with all appropriate usernames and passwords required to access hardware, software, network, and cloud resources, and maintain all necessary media, license keys, and vendor contact numbers and provide access to that information when needed.
TERM AND TERMINATION
This agreement shall become effective upon date of signature by Client, shall continue in effect until updated or cancelled, and shall apply to future services WCS performs for the Client during this term.
The initial term for monthly services is one year from the beginning of the calendar month in which Services are deployed. This Agreement shall automatically renew for successive one-year terms for the life of the Client relationship. At any time, WCS or Client may choose to discontinue monthly services with a sixty (60) day written notice.
WCS will provide Services in a competent manner, comparable to industry standards. If WCS does not provide Services in such manner and cannot rectify the problem(s), within sixty (60) days from written notice in which Client identifies the problem(s), Client will have the right to terminate Service.
WCS, at its sole discretion, may immediately terminate this Agreement if Client: (a) becomes the subject of any proceedings under the Bankruptcy Act or other insolvency law, voluntary or involuntary, if such proceeding is not dismissed within ninety (90) days; (b) suffers a receiver to be appointed for its affairs or property; or (c) enters into an assignment, or other an arrangement, for the benefit of its creditors, or suffers an attachment against or a seizure of a substantial part of its assets, equipment or its parts and inventories. However, Client’s responsibility for past due amounts shall survive each bankruptcy proceeding provided the acknowledgment of such liability by Client will not affect the discharge of Client regarding other general creditors.
Early Termination Charges: If, as a part of providing you with the Services, we have entered into a third party agreement with a supplier for the supply of equipment and/or Services which have been on supplied to you, and you terminate this Agreement early, you agree that we may recover the costs and expenses related to such third party agreement, as a debt on written demand to you and payable within thirty days of the date of the notice. We acknowledge that this does not abrogate our responsibility to minimize our losses in respect of this, and we will make reasonable endeavors to minimize our loss arising under this clause.
If either party terminates this Agreement, WCS will be available, at the Client’s request, to assist Client in the orderly transition of Services to a new service provider. Client agrees to pay WCS the actual costs of rendering such assistance at our current hourly rates.
You must pay us for the delivery of support and services at the rates set out and calculated in this agreement and in relevant Schedules during the Term. WCS has the right to waive or reduce any fees we see fit. We reserve the right to change rates from time to time. All service agreements and rates will increase by 3% yearly to cover cost of living increases. This yearly increase does not require a new agreement be completed between WCS and the other party. You will receive written notice of any other cost or rate increases.
Hourly Rates: Monthly services do not include any block of time or hours, unless listed in this agreement and relevant schedules. Hourly or Service Call fees are due upon completion of service and are processed separately from any recurring Monthly fees. The hourly rate is for time worked and is not tied to a resolution. Payment is to be made by either check or credit card.
Hourly rates are based upon services provided during normal business hours defined as Monday through Friday, 8:00 AM to 5:00 PM PST, excluding national holidays.
- Regular Hourly Rate: $160/hr.
- Discounted Hourly Rate: $120/hr. (for Clients with a monthly service contract)
- Senior Hourly Rate: $120/hr. with a 90 Min. Minimum.
- Discounted Senior Rate: $100/hr. with a 90 Min. Minimum. (for Senior Clients with a monthly service contract)
- First time Discount: 10% off labor on your first service
After-Hours and weekend support is available by appointment only and our rate is time and a half.
- Remote support: 1 Hour minimum. Billed in 15-minute increments thereafter.
- Onsite support: 2 Hour minimum. Billed in 15-minute increments thereafter.
- After-hours: 2 hours minimum. After 2 hours, billed in 1-hour increments.
Monthly Services: WCS will provide monthly services as detailed herein or in any schedules attached to this agreement. Monthly services fees are pre-paid monthly in advance. Payment is accepted by Credit Card or ACH and processed automatically on the first day of each calendar month. For Services based on a per-unit charge, Client agrees to pay any differences in fees arising from an increase in the units billed, whether they be users, devices, storage, bandwidth, or any other defined unit.
Monthly Services Initial Setup: Upon execution of this agreement, the first month’s fees and an initial setup fee equal to one month’s fees or the actual cost of hours spent in setup, whichever is more, are due. First and last month’s fees are not prorated. Initial setup fees do not cover costs associated with bringing Client’s environment up to current standards required for Services. Hardware replacement is handled on a case-by-case basis and as such, the cost varies and is typically considered a billable project.
Unlimited Remote Support: If your support includes unlimited remote support, the following is not covered by the costs of the contract and will be charged at our Hourly Rates as listed above:
- Project Work, this is agreed upon prior to undertaking.
- Installation of any equipment not supplied by Warner Computer Services
- Maintenance of any equipment not installed by Warner Computer Services during the engagement of services.
- Any service provided outside of business hours
Projects: WCS will provide Client with a project scope and quote for approval for any requested service outside the scope of normal support or services which constitutes a Project, as defined by WCS. To begin project work requires Client approval and a deposit of 50% of estimated costs. A Project may have a separate agreement that supersedes this agreement for any work related to the Project. If the Project does not have a separate agreement all terms of this agreement apply to the work.
WCS will invoice Client for all approved services, projects, hardware, software, and taxes. Work will be considered approved if a written, verbal, or electronic request and consent is provided by Client or approved personnel of Client.
WCS will invoice for any additional travel expenses to include parking and tolls.
Late payment is payment not received within seven days past the invoice due date. There is a late payment penalty of 5% of the amount past due. In addition, all past due amounts, including the late charge, shall bear interest at the lower of 5% percent per month or the applicable maximum legal rate. There is a $40 charge on returned checks. WCS will not perform for clients with past due balances. This includes but is not limited to emergency services. If there is any late payment(s) on your account, WCS, at its sole discretion and without waiving other rights it may have, may suspend, interrupt, cancel, and disconnect the Services on your account, or terminate your entire account, without notice to you. WCS shall not be held responsible for any consequences resulting from canceling your monthly service.
The Client is liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a full indemnity basis) incurred by us for enforcement of obligations and recovery of monies due from you to us.
An estimate as required (Section 9844 of the California Business and Professions Code) for repairs shall be given to the Client by WCS in writing, and WCS may not charge for work done or parts supplied in excess of the estimate without prior consent of the Client. Where provided in writing, WCS may charge a reasonable fee for services provided in determining the nature of the malfunction in preparation of a written estimate for repair. For information contact the Bureau of Electronic and Appliance Repair, Sacramento 95814.
HARDWARE AND SOFTWARE AS PART OF THIS SERVICE
In order to provide service, WCS may install and configure certain hardware, software, or third-party services to provide Services. Anything not expressly purchased by Client shall remain the property of WCS. If requested, Client is responsible to return equipment to WCS within 10 days. Client further agrees to cease the use and remove any technology that remains the property of WCS upon termination of this agreement. If anything at the Client site owned by WCS is stolen, damaged, destroyed, or not returned, Client must pay the equivalent of the current retail replacement value of the device within 15 days of said event.
Upon termination of this agreement, WCS will uninstall, remove, revoke licensing, and cancel any third-party agreements used to provide services. Client acknowledges that this may result in a loss of functionality or leave its systems without adequate protection. WCS shall not be held responsible for any damages resulting from the removal of service or software provided as part of our services.
HARDWARE AND SOFTWARE PURCHASES
Purchases require written consent and a 50% deposit. All merchandise remains the property of WCS until paid in full. Payment must be made prior to installation or immediately after installation. There shall be added to the charges due any charges related to obtaining goods for Client. WCS may mark up merchandise at a reasonable percent as deemed by WCS. To reduce waste and increase equipment life, whenever possible, WCS will either spec new hardware with an extended warranty or refurbished hardware with a warranty length similar to new equipment. Notify us if you have a preference. Software is not refundable. Hardware may be returned within 7 business days.
Monitor and Laptop Screens: New or used display screens are allowed to exhibit two malfunctioning pixels and five malfunctioning sub-pixels per million. On a 1080p display, four dead pixels and ten dead sub-pixels would be within ISO tolerances and industry standards and is therefore considered an acceptable display. If WCS supplies an acceptable display and the Client requests replacement, the Client acknowledges replacement may take longer or incur shipping, handling, and/or replacement costs which the Client is responsible for.
EQUIPMENT AND FACILITIES
Client agrees that WCS may utilize certain items of Client’s equipment and hereby grants WCS entry and access to equipment and locations necessary for WCS to provide service. Access may be denied for any reason at any time, and Client retains title and ownership of all Client’s equipment owned by Client and utilized by WCS; however, if access to facilities is denied, Client understands that WCS may be unable to perform their duties adequately and if such a situation should exist, WCS will be held harmless. Client grants WCS permission to provide support by the method deemed most expedient by WCS, including, but not exclusive to, email, attended or unattended remote support (client consents to installation of remote support, diagnostic, and/or monitoring software), phone, and on-site support. For on-site service, an adult Client representative is usually required to be present. If WCS arrives at the scheduled time and no one is present, services will be cancelled and a service call fee may be charged.
We represent and warranty that we (a) have the right, power and authority to enter into this Agreement and to fully perform all of our obligations hereunder; and (b) will use commercially reasonable efforts to provide all Services required of us under the Agreement in accordance with prevailing industry standards. You represent and warranty that you (a) have the right, power, and authority to enter into this Agreement and to fully perform all of your obligations hereunder.
Ownership. By requesting service, the Client certifies to be the equipment’s owner, authorized user, or authorized representative.
The warranty for support labor is 30 days. Warranty will be void if damage or issues resulting after WCS rendered services are caused by other factors, such as ordinary wear and tear, neglect, misuse (including work or an attempt to perform work by unauthorized parties (including the owner)), accidents, failure of electrical power, or software glitches. The warranty for virus and malware removal will be void if pirated software, key generation (keygen) software, or file sharing software is present, or if Internet web sites which have content of a graphic or pornographic nature, offer free or pirated downloads, or file sharing have been visited, or if re-infection is caused by the Client’s actions or negligence as solely determined by WCS.
The warranty for hardware and/or software purchased from WCS is limited to the manufacturer’s warranty. No additional warranty is offered or extended from WCS beyond that. Hardware and/or software is not warrantied for any usability.
DISCLAIMER OF WARRANTIES
WCS makes no warranties that the antivirus or security services will keep Client’s system(s) secure against any or all current or future threats. If malicious threats are unable to be removed by the security software’s automated processes, support may be necessary. Remediation of malicious software is not included in the delivery of the monthly services fees and is billed separately, at our hourly rate.
WCS makes no warranties that the monthly backup and recovery services will ensure the integrity or availability of Client’s data, information, and system(s). It is the responsibility of the client to ensure that backup operations performed by WCS are adequate. Data recovery is not included in the delivery of the monthly services and is billed separately, at our hourly rate.
Company provides monthly services “as is,” “with all faults” and “as available.” to the maximum extent permitted by applicable law, company makes no (and specifically disclaims all) representations or warranties of any kind, whether express, implied, statutory or otherwise, including, without limitation, any warranty that the monthly services will be uninterrupted, error free or free of harmful components, that the content will be secure or not otherwise lost or damaged, or any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or noninfringement, and any warranty arising out of any course of performance, course of dealing or usage of trade. Some jurisdictions do not allow the foregoing exclusions. In such an event such exclusion will not apply solely to the extent prohibited by applicable law.
RELEASE OF LIABILITY
WCS will not be held responsible for lost data, a data breach, or any other issues that develop because of pre-existing issues. The Client agrees to release, indemnify, and hold harmless WCS from and against any loss, liability, or damage that the Client or any other third party may suffer, including but not limited to any loss or breach of any data and the non-functioning of any component or element of the Client’s property resulting from the use of our Services. You agree that the total liability of us and the sole remedy of you for any claims regarding our Services is limited to your right to terminate this Agreement. In the event this limitation of damages is held unenforceable then the parties agree that our cumulative liability to Client in connection with this Agreement and our Services, whether in contract, tort or otherwise, shall not exceed the amount paid to us 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 our limitation of liability.
THE EXPRESS, BUT LIMITED WARRANTY ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING OUR SERVICES AND WE AND OUR AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ALL WARRANTIES (IMPLIED OR EXPRESS) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INFORMATION OR AGAINST INFRINGEMENT REGARDLESS OF WHETHER THE ACTION AROSE INSIDE OR OUTSIDE THE UNITED STATES. THERE IS NO WARRANTY AGAINST INACCURACY. THERE IS NO WARRANTY OF SYSTEMS INTEGRATION. THERE IS NO WARRANTY THAT OUR OBLIGATIONS UNDER THIS AGREEMENT WILL FULFILL ANY OF YOUR OR ANY AUTHORIZED USER’S PARTICULAR PURPOSES OR NEEDS.
WE PROVIDE THE SERVICES “AS IS”. YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT THE SOLE RISK OF YOU AND EACH AUTHORIZED USER. YOU ACKNOWLEDGE THAT THE USE OF THE SERVICES BY YOU AND EACH AUTHORIZED USER ARE AT YOUR OWN RISK AND THAT THERE IS NO WARRANTY OF INTERRUPTED OR ERROR-FREE SERVICE OR ACCURACY OR RELIABILITY.
WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST DATA OR CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, COSTS OR PROCUREMENT OR 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 US, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE, THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, OMMISSIONS, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, LOSS OF DATA, DATA BREACHES, 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), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE YOU HAVE RELIED ON NO WARRANTIES EXCEPT OUR LIMITED EXPRESS WARRANTY.
Except as expressly provided in the Agreement, you acknowledge that (a) we are in no manner responsible for any action or inaction of any third party, including, but not limited to, hardware or software vendors or Internet service providers; (b) we have not represented that the Services shall be uninterrupted, error-free, or without delay; and (c) we do not and cannot control the flow of data through the Internet, and such flow 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, YOU ACKNOWLEDGE THAT WE DISCLAIM ALL LIABILITY RELATED TO EVENTS OUTSIDE OF OUR CONTROL AND/OR IN THE CONTROL OF THIRD PARTIES, AND YOU SHALL HAVE NO RIGHT TO RELY UPON ANY REPRESENTATION OR WARRANTY OF ANY THIRD PARTY IN RESPECT TO THE SERVICES. Further, you acknowledge that, in providing the Services, we shall necessarily rely upon information, instructions, and Services from you, your Administrator, employees, and agents, and any other third parties providing computer and communications hardware, software, and Internet Services. Except as expressly provided in the Agreement, you fully assume the risk associated with errors in such information, instructions, and Services.
The relationship of WCS to The Client is that of an independent contractor and not that of an agent or employee of The Client. It is expressly understood and agreed by the parties that The Client shall not have, nor exercise, any control or direction over the manner or methods by which WCS provides Services other than the right to require that the performance of such Services be in accordance and consistent with the terms set forth in this agreement. WCS is an independent Contractor and WCS is not employed by Client. WCS is hereby contracting with Client for the Services described in this Agreement and WCS reserves the right to determine the method, manner, and means by which the Services will be performed. WCS is not required to perform the Services during a fixed hourly or daily time. WCS shall not be required to devote his full time to the performance of the Services required hereunder, and it is acknowledged that WCS has other Clients and offers Services to the general public. The order or sequence in which the work is to be performed shall be under the control of WCS. Client shall not provide any insurance coverage of any kind for WCS, and Client will not withhold any amount that would normally be withheld from an employee’s pay.
WCS recognizes that in the course of performing Services, it may have access to confidential information. Accordingly, WCS covenants and agrees with Client that it will keep secret and treat confidentially the Confidential Information, and will not disclose any of the Confidential Information to any person or entity nor shall he use the Confidential Information for any purpose other than purposes which serve Client.
The parties must maintain and protect absolute confidentiality concerning Confidential Information unless the information comes into the public domain through no breach of this clause. A party may make such disclosures as it may in its absolute discretion think necessary to its legal advisers; its financial advisers and financiers upon those persons agreeing to maintain and protect absolute confidentiality of any information disclosed to them; and, to comply with any applicable law or the requirement of any regulatory body. This clause doesn’t apply to any Confidential Information which: was known by a party prior to its receipt from the other party; or Is provided to a party by a third party having no obligation to the disclosing party with respect to the Confidential Information.
The provisions of this Section shall survive the termination or expiration of the Agreement.
These Terms shall be governed by and interpreted according to the laws of the State of California. Notwithstanding that any provision of this Agreement may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Agreement shall continue in full force and effect.
In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If the dispute is unable to be resolved, either party may commence mediation and/or binding arbitration through the American Arbitration Association or any other forum mutually agreed to by the parties. The final arbitration decision shall be enforceable through the courts of the state of California.
All notices herein provided for or which may be given in connection with this Agreement shall be given in writing and can be given in person, by leaving it at the last known address, sent postage prepaid via regular mail, by email, or any other way permitted by law. If any such notice shall be given, it shall be addressed to the address we have provided.
Notices take effect, if sent by mail, on the day they would be received in the ordinary course of post; if sent by email, at the time shown in a transmission report or on the day the email enters the system of the host of an email address or internet service provider.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
FAILURE TO ACT
Our failure to enforce or insist upon the timely performance of any term, condition, covenant or provision in this Agreement, or failure to exercise any right or remedy available under this Agreement or at law, or our failure to insist upon timely payment of monies when due or to demand payment of any charges or fees which accrue or any extension of creditor forbearance under this Agreement shall not constitute a waiver of any subsequent default or a waiver of our right to demand timely payment of future obligations or strict compliance with this Agreement.
WCS shall not be liable for failure to perform any of its obligations under this Agreement during any period in which such performance is delayed by accidents beyond WCS’ reasonable control, such as, but not limited to fire, flood, or other natural disasters, or, embargo, court order, riot, or other intervention of any government authority. If WCS’ performance is delayed for these reasons, Client may terminate this Agreement by giving WCS written notice.