Synergies Tech, LLC
Managed Services Terms and Conditions
Effective Date: 1/1/2025
1. Parties
These Terms and Conditions (the “Agreement”) are entered into by and between Synergies Tech, LLC, a Michigan limited liability company (“Synergies Tech”), and the client entity or person purchasing services (“Client”).
2. Scope and Application
These Terms and Conditions apply to all purchases of managed IT services (“Services”) and any related goods, software, or third-party vendor services (“Products”) provided by Synergies Tech, whether through a Statement of Work (“SOW”), proposal, invoice, or verbal agreement. Any Client document with differing terms is rejected unless explicitly agreed to in writing by Synergies Tech.
3. Backup & Cybersecurity
If Client declines optional backup/disaster recovery or cybersecurity services, Client acknowledges that Synergies Tech is not responsible for data loss, system recovery, or data breaches. Client agrees to hold Synergies Tech harmless from any resulting damages.
4. Term and Termination
The initial term of any SOW is 12 months, automatically renewing for additional 12-month terms unless either party provides written notice of termination at least 30 days prior to the end of the current term. Either party may terminate for cause if the other party materially breaches the Agreement and fails to cure within 30 days of written notice.
If Client terminates early without cause, or if Synergies Tech terminates due to Client’s breach, Client is responsible for the full remaining fees for the current term.
Upon termination, Client must immediately stop using all Synergies Tech software, return any loaned equipment, and pay for any outstanding balances.
5. Payment Terms
Invoices are due on the day agreed of each month. All Services require an active credit card on file that will automatically charge said credit card on the agreed day of the month. Failure to pay within 3 days of due date may result in service suspension. Continued failure to pay after 7 days is grounds for termination.
6. Service Changes
Client may request service changes. If approved, pricing will be adjusted accordingly. Monthly service fees cannot be reduced to less than 50% of the originally agreed-upon rate without Synergies Tech’s written approval.
7. Proprietary Rights
All intellectual property, tools, code, documentation, or software used or provided by Synergies Tech remains its sole property. Client may not copy, modify, or reverse-engineer any proprietary tools, nor allow third-party access to the systems managed by Synergies Tech without written approval.
8. Confidential Information
Each party shall protect the confidentiality of the other’s proprietary data. Confidential Information does not include publicly known or independently developed information. If required by law, Confidential Information may be disclosed with notice.
9. Disclaimer of Warranties
ALL PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. Synergies Tech does not guarantee uninterrupted service, error-free performance, or security against all possible cyber threats.
10. Limitation of Liability
Synergies Tech’s liability is limited to the total amount paid by Client over the previous 3 months. Synergies Tech shall not be liable for lost profits, data loss, or incidental or consequential damages.
11. Indemnification
By Synergies Tech: We will defend and indemnify Client from third-party intellectual property claims related to our proprietary software or services.
By Client: Client agrees to indemnify Synergies Tech for losses related to misuse of Services, data breaches due to Client negligence, or infringement related to third-party software provided by Client.
12. Third-Party Services
Synergies Tech is not responsible for failures of third-party software, internet service, or cloud providers. Client must maintain proper licensing for any third-party software provided.
13. Force Majeure
Neither party is liable for delays or failure to perform caused by events beyond their control, including natural disasters, labor disputes, or third-party outages.
14. Non-Solicitation
During the Agreement term and for 12 months after, Client shall not solicit or hire Synergies Tech employees without written approval.
15. Legal Compliance
Both parties agree to comply with all applicable laws, regulations, and industry standards.
16. Dispute Resolution and Venue
Disputes shall be resolved first via senior management. If unresolved, both parties agree to mediate in Oakland County, Michigan. Unresolved disputes may be brought in Oakland County Circuit Court or the U.S. District Court for the Eastern District of Michigan.
17. Entire Agreement
This Agreement, including any attached SOWs, represents the entire understanding between the parties. Any modifications must be in writing and signed by both parties.
18. Electronic Acceptance
Client agrees that digital signatures or click-to-accept actions constitute legal execution of this Agreement.