NCSi Inc. Terms & Conditions
Minimum-Hourly Service Agreement
Our Minimum Hourly Service and Support agreement that facilitates support when you need it. This month-to-month Non-contracted (no-annual term) agreement provides many of the benefits that our “SR Plan” agreements provide (this default agreement) is an interim IT service solution for new clients who may need immediate attention, and/or have special circumstances (as determined by NCSi management). This agreement allows NCSi Inc. to render IT services to any organization, abide by common IT standards, provide Non-Disclosure, Security and other Legal considerations and requirements, all while reducing overall labor costs, to yield more expedient results. This agreement supersedes all “Legacy” or previously provided “Minimum-Hourly agreements”. Term of Agreement This Agreement between “Your Company” - Name and Address of client as stated on Service Request Ticket, Estimate and/or Invoice). Herein referred to as “Client”, and NCSi Inc. (d.b.a. NCS, NCSi, Tech Resource, Ion, / Network Computer Service Inc.), hereinafter referred to as “NCSi Inc., or Service Provider”. Historical Client: Clients with a historical IT service relationship (prior to NCSi Inc. involvement), have been provided certain benefits and/or special discounts. These Benefits and Discounts often provide: Credit of the first half-hour of any remote-support service per month, discounted labor rates or credited specific subscriptions which will be listed per individual client invoice. This Minimum Hourly Service and Support agreement shall automatically renew as a monthly term beginning the day immediately following the end of the previous term, unless notified in writing 30 days prior. This monthly agreement shall be considered effective upon initial service request (for any services remote or onsite) and further deemed as signed “in agreement of all terms” upon receipt of said services and/or goods, a reply approving an estimate or proforma invoice, and/or upon payment of service charge or service invoice. 2. Services and Coverage Service Provider’s IT Helpdesk services are provided through remote means between the hours of 8:00am – 5:00pm, Monday - Friday, excluding public holidays. On-site Hourly support is subject to availability. Expediency of Support is based on the severity of the critical issue with priority given to clients under NCSi SR Service Plans. Under this Minimum Hourly Service agreement - services are billed as follows: 30-minute increments at our standard hourly rate (or as stated on invoice). Initial Remote Support – 30min per ticket/service request. On-site Hourly Support – a minimum 1.5 hour per ticket (this includes 0.5hr travel) Non-maintenance services and Project labor will be billed in 30min. increments after the first hour. All non-maintenance related service requests are considered “Projects” and will be billed hourly at NCSI Inc. standard hourly rate. Or as stated per estimate and/or invoice (see appendix B). Hardware costs of any kind are not covered under the terms of this Agreement. As a client you are permitting NCSi Inc. to hold previously provided or newly acquired IT information in our secure IT systems (IT data, support history, etc.), further allowing NCS remote support software to be installed on (client’s) local workstations/servers and/or other network equipment. It is understood this data and tools allow NCSi Inc. to gain immediate familiarity and quick access when support is needed, thereby reducing overall labor costs, yielding much more expedient results. As your IT service provider, you entrust us to handle and keep up-to-date intimate details of your organization and knowledge of your business’ IT procedures. We utilize and preserve this information to expedite your support requests. Without these tools and information, we have less familiarity, less understanding of your business, thus the time to resolution and costs per request increase. An added value client under our SR Plan, is the access we have to various high-level IT support subscriptions and vendor-level relationships as well as other partner relationships and tools that provide significant IT benefits to our clients. Proactive Network Monitoring and other Security Services provided 24/7/365 (provided under SR-Plans only). Support and Escalation Service Provider will respond to Client’s Trouble Tickets under the provisions of Appendix A, and with best effort after hours or on holidays. Trouble Tickets must be opened/initiated by Client’s authorized staff or designated I.T. Contact Person, by email to our Help Desk, or by phone if email is unavailable. Each call will be assigned a Trouble Ticket number for tracking. Our escalation process is detailed in Appendix A. Support time includes the time spent on the phone, time needed for research, test, duplicate or otherwise resolve a problem as well as logging event for Service Ticket notes and billing. Phone support will be billed at the client's plan rate in 30 minute increments. Service outside Normal Working Hours - Emergency services performed outside of the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions of Appendix B or as stated above. Any after-hours and Saturday services are billed at time-and-a-half at our non-discount standard rates. Sunday and holiday labor services are billed as double-time unless stated otherwise and/or part of a project estimate. a) If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services. Client agrees to pay Service Provider the actual (non-discounted) costs at standard hourly rate for rendering such assistance, regardless of any time remaining under discounted agreement. b) It is understood that all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects and will be billed as separate individual Project service requests. If mis-billed as discounted labor, Client agrees said labor may be rebilled as projects at anytime during the agreement term. Issue where Client is Unavailable Should a problem be discovered when client is unavailable (via monitoring or other means), Service Provider shall notify Client, and make attempt to rectify the condition in a timely manner through remote means. Should an issue be of a critical nature and client or authorized staff member remains unreachable, Service Provider will address fix at no more than _2_ hours to ensure normal or close to normal working conditions. Client will then be made aware of the situation to authorize further activity. Staff Requests for Service: All Staff Member(s) are authorized to invoke NCSi service request and/or hardware purchases until a list of approved staff has been submitted to NCSi Inc., via email (firstname.lastname@example.org) to be added to the Client account. Service Requests Where little to No Trouble is found If client requests onsite service and little to no problem/trouble is found or able to be reproduced, client shall be billed the minimum of one hour for on-site support (at the current applicable rates as indicated in Appendix B). If support is provided via NCS Remote Support Tools - a minimum of a half hour shall be charged. 3. Taxes It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use. 4. Limitation of Liability - In no event, under no circumstances shall Service Provider be held liable for indirect, special, incidental or consequential damages arising out of service provided hereunder, including but not limited to loss of time, profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or loss caused in any way from equipment provided either on-loan or provided as rental, or other loss or costs therein. Suitability of Existing Environment Minimum Standards Required for Services For Client’s existing environment to qualify for Service Provider’s Managed Services, the following requirements must be met: All Servers with Microsoft Windows Operating Systems must be running a current and MS supported version and have all the latest Microsoft Service Packs and Critical Updates installed. All client Microsoft and other vendor subscription-based licensing must fall under NCSi’s (Cloud Service Provider) CSP vendor relationships. Accounts must have MFA enabled to provide enhanced client security. All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running a Microsoft supported Windows OS (until no-longer supported) and have all the latest Microsoft Service Packs and Critical Updates installed. Should the client request that a “Legacy” OS or Product(s) be kept active, NCSi will work to provide support for said legacy product(s), however client understand that said product(s) may pose a threat to their overall environment, therefore client assumes all risk (for potential compromise) by keeping said unsupported product(s) active. All Server and Desktop Software must be Genuine, Licensed and Vendor Supported. (NCSi is not responsible for Client’s use of unlicensed software or products). The environment must have a currently licensed, up-to-date and Vendor Supported Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email provided via NCSi Inc. The environment must have a currently licensed, Vendor Supported Server based Backup Solution that can be monitored and send notifications on job failures and successes. The environment must have a currently licensed, Vendor Supported Hardware Firewall between the Internal Network and the Internet. Client may elect to not deploy such a FireWall device and choose to utilize a software or other firewall product, not NCSi approved however, such decision is out of scope with NCSi suggested Security protocols. NCSi shall assist as requested, however, such assistance does not validate the use of said unapproved product and Client therefore assumes all risk for potential compromise. All Wireless data traffic in the environment must be securely encrypted. There must be an outside static IP address assigned to a network device, allowing RDP or VPN access. Costs required to bring Client’s environment up to these Minimum Standards are not included in this agreement. 5. Excluded Services - Services rendered under this Agreement do not include: 1) Parts, equipment or software whether covered by vendor/manufacturer warranty or support. 2) The cost of any parts, equipment, or shipping charges of any kind. 3) The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind. 4) The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind. 5) The cost to bring Client’s environment up to minimum standards required for Services. 6) Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors. 7) Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Service Provider. 8) Maintenance of Applications software packages, whether acquired from Service Provider or any other source unless as specified in Appendix B. 9) Programming (software code modification or software maintenance) 10) Training Services of any kind 6. Confidentiality / Non-Disclosure Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services and will protect against unauthorized use. Client and client’s IT Manager acknowledge that during the course of this Agreement, they may learn of certain proprietary and confidential information. Confidential and proprietary information includes but is not limited to: NCSi’s development of existing or future business models, relationships, plans, products and services marketed or planned to be marketed by NCSi (hereinafter "Confidential Information"). Confidential Information shall also include data relating to general business operations such as but not limited to, sales, costs, profits, organizations, promotions, leads, Contractor ideas and methods and pricing structures. Except as required by law or as necessary disclosures to its attorneys and or tax advisors Client and client’s IT Mgr. shall consider all correspondence with NCSi directly or indirectly to any person or entity as Confidential Information. See online ‘Terms & Conditions’ regarding Non-disclosure. Client and client’s IT Mgr. shall not use directly or indirectly Confidential Information or NCSi’s IP (Intellectual Property) for its own use or for the use of any other person or entity except as specifically authorized by NCSi for use on NCSi's behalf. Confidential IP – NCSi Inc., considers any product, service (including third-party products or services provided for client use) or combination thereof, as well as any methods and/or given practices, whether publicly available or not, to be part of our NCSI’s Intellectual Property [IP]. This includes products/services that are currently in use or planned for future use that may have been disclosed or discussed with the client IT MGR (employee/subcontractor). Client and client’s IT Mgr (as client and as current or future independent contractor) shall not compete - The parties agrees to the above and that during the term of this Agreement and for a period of twenty four(24) months thereafter, shall not directly or indirectly solicit, induce, recruit or encourage any of the other parties customers, employees, consultants, contractors, or take away such either for itself or for any other person or entity without written consent – Client and client’s IT Manger(s) specifically understands that any such competition would be the proximate cause for, and constitute, substantial damages to NCSI Inc. and therefore would assume full liability. 7. Miscellaneous This Agreement shall be governed by the laws of the State of Washington. It constitutes the entire Agreement between Client and Service Provider for monitoring/maintenance/service of all equipment listed in. “Appendix B.” Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client. Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God. Acceptance of Service Agreement This monthly agreement shall be considered effective upon initial service request (for any services remote or onsite) and further deemed as signed “in agreement of all terms” upon receipt of said services and/or goods, a reply approving an estimate or proforma invoice, and/or upon payment of service charge or service invoice. Opt-out – (Please note: Opting out of Minimum Hourly Service Agreement will increase the labor cost of each support request) – Should client wish to opt-out, each service request shall then be handled as a one-time-service-call at our standard Hourly rate without discount (hourly-only). NCSi must then remove any historical client data from NCSi systems - Documentation of services performed may be kept, but will not include any client specific or sensitive data. All future service requests: You may of course contact us anytime during normal business hours for service requests. And Licensing for Subscription products will be provided under a Licensing-only Service term. For each Service request the Client will need to provide ALL information to our support technicians (as if contacting the support helpdesk for the first time) as all previous history of events normally providing insight into your organization, will no longer exist in our systems. Support software will also need to be installed per each request and subsequently removed. We understand the cost savings intent behind an “hourly-only break/fix” style arrangement; however this type of relationship always ends up costing the client more, with higher hourly rates, 1hr minimums, less security, less familiarity of your company, no proactive monitoring (to avoid costly issues before they occur), these and more are strong reasons to look at having an IT Service Plan for your organization. If you still wish to opt-out please reply to an invoice with subject Opt-out and request the Licensing-Only arrangement.
Hosted Terms and Conditions (Hosted App & Colo)
TERMS as per NCS invoice: - All payments are due upon receipt or as stated. - ACH is debited (Monday) the 3rd week of the month (allow up to 4days ACH processing). - If a payment is not received or payment method is declined, the buyer forfeits the ownership of any items purchased. - Any unpaid balance after the due date may be subject to a late payment charge per your contract. - All sales final. A processing fee will apply to all credit card purchases. - ACH: no charges for Auto-ACH or ACH via online portal. ~ General: *With payment of an invoice client agrees to said services and/or items depicted on invoice and consents to the terms, policy(s) and/or EULA as specified via online terms - see below. ~ Discounts: *Upon expiration of an [indicated] item’s discount the continued payment of the related recurring invoice provides client's consent and acceptance of said item. These terms and conditions are subject to change. ACCEPTANCE OF TERMS OF SERVICE This agreement “Agreement” by and between NCSi, Inc. "NCSi" and you, an individual or representative of a corporation or other entity, with the proper authority to engage your organization to this Agreement "You" or “Your", as an authorized user of NCSi programs, online services, website, Colo-rack space services, cloud services, consulting services or any other products or services of NCSi together the "NCSi Services" or the “Services” provided on the “NCSi Network” or "Hosting Platform", You agree to be bound by the terms of this Agreement for use of NCSi Services. The following Terms and Conditions contained herein supersede any other agreement or negotiation between You and NCSi or any NCSi Reseller, whether oral, written or otherwise at any time with the sole exception of any agreement physically signed by any authorized Officer at NCSi. PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT CAREFULLY BEFORE ACCESSING NCSI SERVICES. BY CHECKING THE "I HAVE READ AND ACCEPT THE TERMS OF SERVICE" CHECKBOX AT SIGNUP, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY USING ANY OF THE NCSI SERVICES, YOU CONFIRM YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THIS AGREEMENT. FURTHERMORE, YOU MAY NOT ACCESS ANY OF THE NCSI SERVICES OR WEBSITE SERVICES IF YOU ARE A DIRECT COMPETITOR OR AN AFFILIATE THEREOF WITHOUT THE PRIOR WRITTEN PERMISSION FROM NCSI. You and NCSi are the only parties to this Agreement referred to singularly as a “Party” and collectively as the “Parties”. There is no provision of this Agreement that provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights. NCSi reserves the right to change the Agreement at any time and notify you by publishing an updated version of the Agreement on our website at Ncis.net. This will be the only Agreement version that will be effective or enforceable against NCSi. You further agree to review changes to the Agreement as published. SERVICE IMPLEMENTATION 1.1 SERVICES. Subject to the terms and provisions of this Agreement, NCSi shall provide the NCSi Services to You and such services shall be provided to You as specified in the written pricing quote provided You. In the event a formal written quote was not provided to You, the price billed to You in your first billing cycle for a full month of service and/or as updated via invoiced where said invoice has been paid by You. 1.2 BANDWIDTH AND CONNECTIVITY. NCSi shall provide all bandwidth, disk storage, sever capacity, and any other software or hardware required to run NCSi Services. You shall provide all bandwidth required to connect to NCSi and NCSi Services. 1.3 OWNERSHIP OF DATA. NCSi acknowledges that you own and maintain all rights, title, and interest to all Your data on the NCSi Network. You can access and download a copy of your data at your discretion, at any time. CHARGES, FEES, AND PAYMENTS 2.1 CHARGES. NCSi charges or may charge one or more fees: Account Set-Up Fees, Monthly Subscription Fees, Annual Subscription Fees, Software Fees, and Consulting Fees where applicable. All such fees are subject to change upon 30 days notice. 2.2 SET-UP FEES. Set-up Fees apply to the build out of user profiles and/or private servers and are charged with the placement of an order with NCSi. Setup Fees are non-refundable. 2.3 MONTHLY SUBSCRIPTION FEES. Monthly Subscription Fees apply from the moment the set-up work is completed and Your service is deployed. Monthly Subscription Fees are paid in advance and are pro-rated for the balance of the remaining days in the month once initial service is deployed and will be multiplied by the number of days remaining in the month. The pro-rated fee will be calculated by multiplying the remaining days of the month by 1/30 the monthly subscription fee. Beginning the 1st of the following month, you will be billed for that month for Monthly Subscription Fees via Your credit or debit card (Visa, MasterCard, Discover, American Express) on file with NCSi. All payments shall be made in US Dollars. 2.4 ANNUAL SUBSCRIPTION FEES. Annual Subscription Fees apply from the moment the set-up work is completed and Your service is deployed. Annual Subscription Fees are paid in a year advance and are set to renew one-year from delivery of service unless written cancellation is submitted. 2.5 SOFTWARE FEES. Software Fees include any software You may request to purchase through NCSi and will be billed to Your credit or debit card on file with NCSi at time of Your order. NCSi does not charge for software licensing You may already own, that You have provided to NCSi to have hosted. 2.6 CONSULTING FEES. Consulting Fees shall be payable according to the scope of the Consulting agreement and established at that time. 2.7 FEE CHANGES. NCSi specifically reserves the right to change its pricing and charge additional charges upon notice to you. NCSi reserves the right to alter, change, amend or delete charges at its sole discretion. 2.8 CHARGE AUTHORIZATION. Upon the submission of an online order form or a verbal authorization, You authorize NCSi to charge the Credit or Debit Card You provided for the amount of the fees due for the agreed upon services including any Set-Up Fee, Pro-Rated Fees, or any other charges outlined herein that may be applicable. You further authorize NCSi to charge Your credit or debit Card for all subsequent recurring monthly fees. 2.9 NON-PAYMENT. Should You fail to provide Credit Card authorization to pay any such fees, NCSi, at its sole discretion will have the right to suspend Your account and/or terminate it. Should Your Credit or Debit Card be declined, You shall have 5 business days to provide NCSi with payment of Fees due. NCSi reserves the right to suspend or terminate your hosting account for a decline of Your Credit or Debit Card, or refusal to pay any charge or any portion thereof. NCSi will not be liable in the event Your account is suspended or terminated and any data, productivity, or any loss of revenue incurred by such a suspension or termination. NCSi or renew your account and/or any subscriptions or services provided. Subscriber will continue to be charged for licenses during any period of suspension. If Subscriber or NCSI initiates termination of this Agreement, Subscriber will be obligated to pay the balance due on account. If the account is not brought current prior to the renewal date of the agreement, the agreement shall continue as if no notice-of-termination had been submitted. See also MSP Services Terms & Conditions below "Contact Us" nav menu. 2.10 TAXES. NCSi shall not be liable for any taxes, governmental fees, and/or any other fees to be paid in relation to the Services provided herein. You agree that You shall be responsible for all taxes and fees of any nature associated with products and services provided to You by NCSi. 2.11 REFUND. If our service does not exceed your expectations, please submit written cancellation notice within the first 30 days. We will refund (minus a $25 setup fee if cancelled) in the first month for standard hosted QuickBooks. For monthly accounts, we require 90 days notice prior to cancelling. For Annual Subscriptions, you may cancel within the first 30 days and request a refund subject to a $50 hold back. For any specialised application we install other then QuickBooks, you may cancel minus any setup fee's charged for any server setup or application testing. We also require 90 days notice in order to cancel. With the exception of your initial trial period or as otherwise provided in this Agreement, all fees and charges are non-refundable. Refunds take 2-4 weeks to process. CUSTOMER PREMISE EQUIPMENT REQUIREMENTS 3.1 CUSTOMER RESPONSIBILITY. You are responsible for the acquisition and maintenance of Your on-premise equipment, workstations, connectivity, and bandwidth to access and use NCSi services. This includes, but is not limited to computer hardware, software, network equipment, network maintenance, broadband Internet access, and other equipment and/or services. ACCEPTABLE USE 4.1 ENFORCEMENT. NCSi strictly enforces compliance within its acceptable use terms as defined under the Acceptable Use terms set forth below. You agree, at any and all times to use NCSi Services in full compliance with the Acceptable Use terms set forth below. Your failure to adhere to the Acceptable Use terms, shall give NCSi, under its sole discretion, cause for immediate suspension and possible termination of Your account. You further agree to take sole responsibility of the actions or causes of ANY of your users, authorized or not. 4.2 UNACCEPTABLE ACTS. You agree not to: 4.2.1 violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government; 4.2.2 make any attempt to gain any unauthorized access to any customers, data, or software that may reside on NCSi’s Network; 4.2.3 any attempt, known or unknown, to download and/or install any executable software on NCSi’s Network. Such requests can only be processed by NCSi personnel; 4.2.4 transmit any email or bulk email that may constitute spamming or use the NCSi Network to stage any unacceptable attack on any other website, Internet service, or competitor; 4.2.5 engage in any activity or action that may cause harm or potential harm to the NCSi Network; 4.2.6 allow multiple users to access or share a single user account or set of login credentials; NETWORK AND DATA SECURITY 5.1 NETWORK UP-TIME. Subject to NCSi’s rights herein to limit or deny, at NCSi’s discretion, access to its network, servers and/or the software hosted on said servers, the NCSi Service will be available to the Internet ninety-nine percent (99.9%) during NCSi business hours of 7:00am to 6:00pm Pacific time. 5.2 DATA SECURITY. NCSi takes significant measures to ensure the security of information and data submitted by You and/or Your users, NCSi cannot guarantee the security of information collected and/or transmitted during Your use of the Service and shall not be liable in any way for any unauthorized access of Your data. 5.3 USER ACCESS. You agree to not allow other individuals to have access to or use Your Account, with the exception of permissible employees, professionals, consultants or agents who have been informed of the parameters set forth in this Agreement. 5.4 CONFIDENTIALITY. You agree to at all times, maintain the confidentiality of Your Account credentials and/or Account information and agree to be solely responsible for any and all activity in relation to Your Account. SOFTWARE LICENSE AGREEMENTS 6.1 COMPLIANCE. You represent and warrant that You own valid licensing for Software that you provide NCSi in which to deploy your Services. You agree that you will comply with all software license agreements for any software that you may rent through NCSi, as such licenses may be revised by NCSi and/or its licensors from time to time, including, without limitation, Microsoft Office and the Windows Desktop. You warrant that You will not violate any 3rd party software license agreement. 6.2 LICENSE REPORTING. In some cases, NCSi reports software licensing to the software developer or manufacturer. You hereby grant NCSi permission to share with the software developer or manufacturer of the 3rd party licensed software of your prospective license information including all licensing keys and numbers provided by You. 6.3 SOFTWARE HOSTING. You agree that any hosting of any 3rd party software You provide NCSi and request NCSi to host for You, will be deemed to be part of the NCSi Services and subject to the terms of this Agreement, including, without limitation, its indemnity and limitation of liability provisions. In the event that a breach of the terms of the licensed software occurs due to any oversight or unknown mistake, omission or any reason beyond NCSi’s control, You agree that the terms of this Agreement provide the entire and only remedy available to you. TERM 7.1 CONTRACT TERM. There is a 12 month minimum initial term commitment for 'Colo rack space provided' and/or 'Virtual Hosted Servers'. Unless otherwise stated, the term of the Hosting Agreement shall be monthly or a prorated partial month with automatic renewal for subsequent additional months after the expiration of the initial term (each such month a "Contract Term"). NCSi reserves the right to accept pre-payment of renewal periods and may from time to time offer financial incentives for such pre-payment. Under certain circumstances and configurations, longer Contract Terms may be required and discounts for election of longer a term may be available. Such events will be in writing via separate agreement of via Proforma Invoice / Estimate/quote or as stated on customer invoice, and deemed an Attachment to, and be governed by, this Agreement. See also MSP Services Terms. CANCELLATION 8.1 CANCELLATION. Unless under agreement for a Term other than monthly, such as an annual contract, You may terminate your account without penalty upon the written delivery of acceptable notification, as defined under the Notification section of this Agreement, and given with 90 days notice of your intent to cancel your account. 8.2 REMOVAL OF DATA. It shall be Your responsibility to remove any and all data from Your account that NCSi may host for You as part of NCSi Services. NCSi shall assume all data has been removed and/or copied from Your account prior to the date You provided with Your written intent to cancel your account. You further agree to hold NCSi harmless and indemnify NCSi for any failure of Yours to comply with this provision. TERMINATION 9.1 BREACH. For any reason as set forth in this agreement or in the event that You are at anytime in breach of this Agreement, NCSi, at it’s sole discretion, may suspend or terminate Your account by suspending Your access to Your account. In the event of a suspension, service charges shall continue to accrue and You will continue to be responsible for such charges. NCSi reserves the right to charge a re-activation fee of $25 per user, account, or single set of user credentials to reactivate a suspended account. NCSi also reserves the right to fully terminate Your account, which may include deleting any data related to Your account, without notice for any breach of this Agreement. 9.2 AGREEMENT. This Agreement and all of its Terms set forth herein, shall remain in full force and effect until terminated. 9.3 CAUSE. NCSi shall have cause for immediate termination if any of the following applies; 9.3.1 if any payment for NCSi Services is more than 5 business days overdue; 9.3.2 any material breach of any of the Terms and/or Provisions of this Agreement that is not cured within 10 business days; 9.3.3 immediately upon any breach of the terms and/or provisions of the ACCEPTABLE USE section of this Agreement; 9.4 THIRD PARTIES. If You subscribe to NCSi Services through a 3rd party such as an Accountant or Reseller, You understand and agree that the 3rd party has the right to request NCSi to suspend or terminate Your account at any time, for any reason. Furthermore, their failure to pay for services they are reselling You could result in termination or suspension of Your access to NCSi Services and/or Your data. 9.5 DATA RETRIEVAL. In the event of termination, You take full responsibility to remove Your data and NCSi is not responsible for your responsibility to remove your data in the time allowed for You to remove your data. 9.6 SERVICE DISCONTINUATION. NCSi reserves the right to terminate with notice, any service it deems to cease providing or doing business entirely for reasons beyond NCSi’s control or for any other reason whatsoever. CONFIDENTIALITY 10.1 CONFIDENTIAL INFORMATION. You agree that any and all information and documents disclosed or produced by either party over the course of this Agreement, whether in written or verbal form shall be deemed CONFIDENTIAL INFORMATION of the disclosing party. NCSi, Inc will not disclose, sell, or market any of your information, contact information, or otherwise. 10.2 TREATMENT OF CONFIDENTIAL INFORMATION. Both parties acknowledge the possibility of the existence of CONFIDENTIAL INFORMATION related to each parties business, and both parties shall hold such CONFIDENTIAL INFORMATION in a matter similar to how they treat their own CONFIDENTIAL INFORMATION, but in no case less than reasonable care. 10.3 ACESSABILITY. You are solely responsible for ensuring that your login information is kept private and only used by You, with the exception of your employees, agents, professionals and outside contractors. Your responsibility includes keeping the secrecy of your account Credentials (username and password). You are also responsible for changing Your password on a regular basis to further ensure Your security. You also understand NCSi does not recommend using easy passwords that may be weak and not deemed secure. If your login credentials have been lost or stolen or if You believe there has been unauthorized access to Your Account, it is Your responsibility to notify NCSi immediately so Your login credentials can be changed or reset. NOTICE 11.1 NOTICES. Any notice under this Agreement provided by You to NCSi shall be via email at email@example.com or via US Mail at NCSi, Inc 5836 South 228th ST. Suite C. Kent, WA 98032. You agree to notify NCSi of any change of Your contact information within 10 business days. Notice to You at this address is deemed sufficient regardless of Your receipt of such email. You warrant that the contact information on file with NCSi is current and accurate as described in the ACCEPTABLE USE section. Any notice under this Agreement given by You to NCSi for the purpose of cancelation shall be acceptable via email, however email Notice to NCSi by email shall be deemed sufficient only upon confirmation from NCSi. WARRANTEES, LIMITATIONS OF LIABILITY NCSi makes every reasonable effort to maintain operation of the NCSi Services. However, because many events and circumstances are generally beyond the control of NCSi. Additionally, NCSi does not warrant or guarantee the NCSi system and/or servers will meet all of your needs and requirements or that our Service will be error free or run uninterrupted. NCSi will not be held responsible in any way or form, for any system delay, loss of data, slow connection, lack of connection, or any other such issues regardless of any active or passive negligence of NCSi. All NCSi Services are provided to You on an “as is” basis, and without any warranty of any kind, whether expressed or implied. Neither Party shall be liable to the other for any lost profits or revenues, or cost of procurement of substitute services as a result of any indirect, special, incidental, or consequential damages including damages for lost data, regardless of cause. In no event, shall NCSi’s liability arising out of this Agreement exceed the net amount NCSi has actually received from you under this agreement. The parties agree that this section represents a reasonable and acceptable risk. INDEMNIFICATION 13.1 INDEMNIFY. You hereby agree to indemnify, defend, and hold harmless NCSi, its officers, directors, agents, resellers, and employees from and against any and all third party claims or causes of action including any and all perspective damages, attorneys fees and costs, expert fees and costs, mediation and/or arbitration fees and costs incurred as the result of any breach or claim of breach of this Agreement or Your negligence whether active or passive or any negligence of NCSi in any way related to Your use of the NCSi Services or any portion thereof. NCSi shall have exclusive rights with NCSi’s selection of legal representation. 13.2 ASSIGNMENT. You agree that upon the assignment of Your account and subsequently Your login information such as a username and password, You will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to Your account via the use of Your login information. You further agree to indemnify, defend and hold harmless NCSi, its officers, directors, agents, resellers, and employees from and against any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred as the result of any claim for damages in any way related to the disclosure of Your confidential login information. NCSi shall have exclusive rights with NCSi’s selection of legal representation. FORCE MAJEURE Both parties to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to: acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of either party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. NCSi also reserves the right to terminate this Agreement in the unlikely event that NCSi elects at its discretion, to cease doing business for economic reasons or for any reason whatsoever. ASSIGNMENT NCSi at any time and from time to time may assign its rights and delegate its duties under this Agreement without Your prior consent. You may not assign this Agreement to any other person under any circumstances without written permission of NCSi. ARBITRATION 16.1 AGREEMENT TO ARBITRATE. Any and all disputes which arise under this Agreement or in connection with the NCSi Services to be delivered hereunder and which are not resolved within thirty (30) days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association before by a panel of three arbitrators in Seattle, Washington. Any party may initiate arbitration proceedings under the terms of this Agreement, by providing the proper written notice Demand for Arbitration to the other party evidencing such a claim, dispute or controversy. A Demand for Arbitration shall be made within a reasonable time after the claim, dispute or controversy has arisen; provided, however, that no Demand for Arbitration may be made after the date when institution of such claim, dispute or controversy would be barred by the applicable statutes of limitations. Arbitration proceedings shall be commenced within thirty (30) days of such notice or as soon thereafter as practicable, and the arbitrators shall be required to render a written determination within thirty (30) days after the commencement of such arbitration proceedings. The written decision of the arbitrators shall be final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction. You agree that by accepting this Agreement, You are consenting to binding arbitration as Your sole and exclusive remedy for any disputes, controversy, or claim of damages as a result of any of the terms and conditions set forth in this Agreement or services provided to You by NCSi, Inc. You understand that in arbitration, You shall have no right to a jury trial, You will have limited discovery rights, and forgo any right of appeal of any decision set forth by the Arbitrator. GOVERNING LAW 17.1 GOVERNING LAW. The Agreement shall be governed by the laws of the state of Washington, county of King. FULL AGREEMENT 18.1. FULL AGREEMENT. This Agreement and any applicable exhibits, constitute the full agreement and supersedes any and all prior agreements between the Parties. This Agreement may be modified only in the matter set forth herein. AMENDMENTS 19.1 AMENDMENTS. NCSi may at its discretion and without advanced notice amend this Agreement from time to time. In the event any amendments have been made, NCSi will make the Amended Agreement available on the NCSi website at www.Ncis.net. Such an Amended Agreement will become effective immediately for any and all existing and future accounts, customers, users, or subscribers. It is Your responsibility to, from time to time, check the NCSi website for any published Amendments to this Agreement. MISCELLANEOUS 20.1 TRADEMARKS. NCSi’s trademarks, corporate names, trade names, websites, domain names, logos, and service marks are the sole property of NCSi, Inc. You agree not to use or display, in any format, any of the trademarks, corporate names, trade names, websites, domain names, logos, and service marks without the prior written permission of NCSi. Third party trademarks are the property of their respective owners. 20.2 SEVERABILITY. In the event any provision of the Agreement is determined by an arbitrator or court of competent jurisdiction to be contrary to applicable law, then such provision shall be construed as nearly as possible to conform to applicable law and the other provisions of this Agreement shall remain in full force and effect. 20.3 ENFORCEMENT. NCSi's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision in any way unless acknowledged and agreed to by NCSi in writing. 20.4 ATTORNEYS FEES. If either party initiates litigation to enforce any terms or provisions of this Agreement, the prevailing party shall be entitled to costs and reasonable legal fees. This Agreement was updated on August 1 2015. Microsoft software is © 2011 Microsoft Corporation. All Rights Reserved. Microsoft software is hosted by NCSi under license by Microsoft, Inc. under its SPLA Agreement. NCSi is also a Registered Microsoft Partner and is not endorsed by Microsoft. Citrix XenApp is © 1999-2011 Citrix Systems, Inc. All Rights Reserved. Citrix XenApp is utilized in the NCSi Network under license from Citrix under its CSP Agreement. NCSi is an authorized Citrix Service Provider and is not endorsed by Citrix. QuickBooks Software is © 2011 Intuit Inc. All rights reserved. QuickBooks Software is hosted by NCSi and is not affiliated with or endorsed by Intuit, Inc. Sage ACT! And Sage Peachtree Software is © 2011 The Sage Group plc. All Rights Reserved. Sage ACT! and Sage Peachtree Software is hosted by NCSi and is not affiliated with or endorsed by The Sage Group.
Terms as per NCS invoice
All payments are due upon receipt or as stated. ACH is debited (Monday) the 3rd week of the month (allow up to 4days ACH processing). If a payment is not received or payment method is declined, the buyer forfeits the ownership of any items purchased. Any unpaid balance after the due date may be subject to a late payment charge per your contract. All sales final. A processing fee will apply to all credit card purchases. ACH: no charges for Auto-ACH or ACH via online portal. General: *With payment of an invoice client agrees to said services and/or items depicted on invoice and consents to the terms, policy(s) and/or EULA as specified via online terms – see below. Discounts: *Upon expiration of an [indicated] item’s discount the continued payment of the related recurring invoice provides client’s consent and acceptance of said item. These terms and conditions are subject to change.