Terms of Service

Actual pricing information will be listed on your actual Master Service Agrement

Updated on: September 30, 2024

Please note that with any use of our services, providing us your contact information, or directly sending us an SMS/text message, you agree to opt-in to receiving SMS/text messages from us. You may opt-out at any time.

MASTER SERVICE AGREEMENT

This Master Service Agreement (“Agreement”) is made as of _______________ (the “Effective Date”), by and between ResTech Solutions, LLC (“Company”) and [full name of client entity] (“Client”). The parties agree as follows:
  1. SERVICES PROVIDED BY COMPANY. Company shall perform the services described in this Agreement and Schedule 1 attached hereto (collectively, the “Services”). The product of such Services shall be defined as a “Deliverable(s).”  This Agreement and Schedule 1 attached hereto shall be collectively referred to as the “Contract Documents.” Company shall be solely responsible for the supervision and direction of the work by its employees and contractors.
  1. WORKING HOURS. The days and hours for providing the Services, unless otherwise agreed by the parties, will be as follows:


    Standard Hours

    M-F:              9am – 5pm
    Weekends:  By Appointment Only.

    Extended Hours (no inbound phone support)

    M-F:              7am – 9am
    M-TH:          5pm – 6pm

    The Company’s standard and extended business hours listed above are provided with the exception of public holidays and closures recognized by the Company.  Depending upon the Services enrolled in, the provision of some Services by Company may not be restricted to the hours listed above.

  1. PERSONNEL. Personnel performing Services for Client under this Agreement (“Personnel”) shall be employees or contractors of Company and shall not become employees or contractors of Client during the term of this Agreement as a result of performing Services for Client hereunder.

    1. NON-SOLICITATION. During the term of this Agreement and for the twelve (12) months following the later of the acceptance date of the last deliverable or the termination of this Agreement (the “Non-Solicitation Period”), Client will not, whether directly or indirectly, solicit or hire Company employees, independent contractors, or personnel for employment or engagement as an employee, consultant, or independent contractor of Client.

    2. LIQUIDATED DAMAGES. Should Client employ or engage (whether as an employee, consultant or independent contractor) any Company employee during the Non-Solicitation Period, the Client shall pay Company one hundred percent (100%) of such person’s first twenty-four (24) months of total compensation as paid by Client.
  1. FEES, EXPENSES & PAYMENT. For all Services performed under any Contract Document or other request for Services that references this Agreement, Client shall: (i) pay Company in accordance with the services to be performed, pursuant to the details set out in Schedule 1 attached hereto, which will be billed to Client as follows:
    1. Monetary Compensation:
      1. Hourly Billing. Any and all Hourly Services to be provided by Company, shall be billed at a rate of $XXXX per hour, which shall be invoiced to Client on a monthly basis and be made payable to the Company in USD, and the invoiced amount shall be paid in its entirety, within fifteen (15) days of receipt of each invoice. These Services shall be invoiced on the last day of each month, for the preceding month’s Services, and shall be billed in 15-minute blocks. Any on-site Services shall carry a 1-hour billing minimum, and any remote Services shall carry a 15-minute billing minimum.

      2. Monthly Billing. Any and all Monthly Services to be provided by Company, which shall be invoiced to Client on a monthly basis and be made payable to the Company at the agreed upon fixed monthly rate. These Services shall be invoiced on the 15th of the preceding month of Services, and shall become due and payable on the 1st day of the month of Service. As may be deemed necessary or appropriate by Company, some of the Monthly Services provided may require or be subject to Hourly Billing, in addition to the monthly rate. In such cases, said Hourly Billing shall be subject to the terms and rates designated in Section 4(a)(i) above, or to any other amount agreed upon by and between the Company and Client. The following Services shall be billed at a monthly rate:

        • Managed Services – Basic IT
                  – Includes and items that may be provided on an ad hoc basis (outside the package)
        • Managed Services – Advanced Security
                  – Includes and items that may be provided on an ad hoc basis (outside the package)
        • Compliance Services (CaaS)
        • Microsoft 365 Licensing
        • Reputation Management
        • Knowledge Base Access
        • Website Maintenance
        • Website Content Updates (can also be hourly)

      3. Annual Billing. Any and all Annually Billed Services to be provided by Company shall be invoiced to client on an annual basis, and the invoice date for such Services shall correlate directly with the date of the execution of this Agreement. Such invoices shall become due and payable within thirty (30) days of the receipt of said invoice.• Cyber Security Risk Assessment Services will be billed at a rate of a one-time initial fee in the amount of [$Fee]. Any and all subsequent assessments will be performed through the Cyber Security Platform and shall be billed at the same rate as the initial fee specified above. At Client’s request, these Services may be performed more frequently than the standard annual provision thereof, in which case Client shall be billed for such Services upon completion of each Cyber Security Risk Assessment. Additionally, the Cyber Security Risk Assessment shall be included in any Cyber Security Platform Subscription in which the subscription remains active for a minimum of 12 continuous months, at a rate of one Assessment per calendar year. In the case of a request by any Cyber Security Platform Subscription Client, for any additional subsequent Assessments to be performed under their subscription plan, the same shall be offered to the Client at rate equal to 50% of the one-time initial fee for the Cyber Risk Assessment Services.

        • Microsoft 365 Licensing

      4. Usage-Based Billing. The following Services are billed at rates which shall be mutually agreed upon by and between both parties hereto and the same shall be reflected in Schedule 1 attached hereto. Such billings shall take place at the end of each month of Service, as the billings shall be based on, and directly correlate with the Client’s usage of such Services:

        • Hourly Services
        • Usage-Based Backup Services

      5. Project-Based Billing. The following Services are billed at rates which shall be mutually agreed upon by and between both parties hereto and the same shall be reflected in Schedule 1 attached hereto. Such Services shall be billed as follows, with 50% of the agreed upon amount being paid upfront upon the execution of this Agreement, and the remaining 50% becoming due and payable upon the completion of the Services, unless other payment dates, amounts, and other arrangements have been agreed upon in writing, by and between the Company and Client. This method of billing shall be applicable to the following types of projects:

        • Website Development Packages
        • Other Ancillary Projects not otherwise categorized or defined elsewhere in this Agreement

    2. Any and all payments made pursuant to this Agreement, regardless of the payment form, shall be non-refundable. With respect to any Monetary Compensation, unless Client provides Company with a valid tax exemption or direct pay certificate upon execution of this Agreement, Client shall be responsible for all taxes, duties, and customs fees which may be assessed on the amounts paid for Services performed hereunder, excluding taxes based on Company’s income or payroll. Company reserves the right to invoice Client a $25/month late fee or the highest late fee allowable under applicable laws for any outstanding, undisputed invoice not paid within thirty (30) days of receipt. Any and all existing pricing of Services, special project pricing, costs, or fees associated with the Services offered by the Company shall be subject to potential modification, upon the receipt of approval of such modification by Client, as the Company may deem appropriate or necessary. With respect to any standard rate changes in pricing for the Services to be performed by the Company, the Company shall provide client with a minimum of 30-days’ notice before the newly approved pricing rates shall take effect. In the event that a pricing rate change becomes approved during the term of an existing agreement while the same is already active and in place, the pricing rate changes shall take effect immediately upon the renewal of said agreement.

    3. Payment methods. Effective December 1, 2023, the only methods of payment that will be accepted will be ACH and credit card payments made via our Billing Portal at https://rts.sh/billing. Payments received outside of our Billing Portal will be assessed a $20 processing fee per payment unless prior arrangements have been made.

    4. I understand if I have an unpaid balance to Company and do not make satisfactory payment arrangements, my account may be placed with an external collection agency. I will be responsible for reimbursement of the fee of any collection agency, which may be based on a percentage at a maximum of 35% of the debt, and all costs and expenses, including reasonable collection and attorney’s fees incurred during collection efforts.

      In order for Company or their designated external collection agency to service my account and where not prohibited by applicable law, I agree that Company and the designated external collection agency are authorized to (i) contact me by telephone at the telephone number(s) I am providing, including wireless telephone numbers, which could result in charges to me, (ii) contact me by sending text messages (message and data rates may apply) or emails, using any email address I provide and (iii) methods of contact may include using pre-recorded/artificial voice message and/or use of an automatic dialing device, as applicable.

      We are required to obtain your consent to contact you by telephone, cell phone, voicemail, text, and/or e-mail. Some of that contact may be sent or serviced by a third-party provider that our collection agency contracts with to reach you, such as a mail-house vendor to mail a collection notice to you at the address or e-mail you provide.

  1. CONFIDENTIAL INFORMATION. As used in this Agreement, the term “Confidential Information” shall mean: (i) any and all information which is disclosed by either party (“Owner”) to the other (“Recipient”) verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary, including but not limited to documents that preceded this Agreement that were identified or should be reasonably understood to be confidential or proprietary; and (ii) the terms, including without limitation, the pricing, of this Agreement and any proposals or other documents that preceded this Agreement. Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, financial information, confidential information concerning Owner’s business or organization, as Owner has conducted it or as Owner may conduct it in the future. In addition, Confidential Information may include information concerning any of Owner’s past, current, or possible future products or methods, including information about Owner’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software).

    1. TREATMENT OF CONFIDENTIAL INFORMATION. Owner’s Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non-disclosure provisions no less restrictive than in this Section 5 and who need access to the Confidential Information to assist in performing the Services. Client shall protect the Deliverables resulting from Services with the same degree of care. This Agreement imposes no obligation upon the parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order or process of law (including subpoenas), provided notice is promptly given to the Owner and provided further that diligent efforts are undertaken to limit disclosure to the extent possible. The Recipient shall not obtain, by virtue of this Agreement, any rights, title, or interest in any Confidential Information of the Owner.
  1. OWNERSHIP. The Deliverables and work product created by Company in providing the Services, including the intellectual property therein (including, without limitation, copyrights, trademarks, trade dress, patents, and trade secrets, whether or not registered, but excluding the Development Tools), shall be assigned to, and subsequently owned exclusively by, the Client, upon full payment of all outstanding fees for the Services. Company hereby grants to Client a worldwide, perpetual, non-exclusive, fully sublicensable license to use the Development Tools within the Deliverables. As used here, the term “Development Tools” means any software, code, algorithm, library, or content of any kind that is utilized in the Deliverables but not created specifically for the Client. Notwithstanding the above, in the case of any and all sub-licenses of software products provided by Company to Client for use on Client’s website, which have been licensed for use by Company from a third-party owner of such software products, the Client’s sub-license to use such software products shall be strictly limited use on Client’s website on which Company has installed the same, and Client shall be strictly prohibited from further sub-licensing any such software products to any individual, entity, or other third-party. The Company may revoke client’s rights to use such sub-licensed software products at any time, within Company’s sole discretion.
  1. PROPER USE OF SERVICES. The Services will be provided pursuant to Schedule 1, provided that Client is not in breach of any terms thereof, including payment terms. Company reserves the right to terminate Client’s access to the Services (as provided for in Section 12(a) of this Agreement) upon any breach of the Contract Documents, including non-payment of any fees. Client will not use the Services in any way which violates (a) any law or regulation, (b) the proprietary or intellectual property rights of any person (c) or the Contract Documents. In providing certain Services to Client, Company may provide Client with access to certain software. Client hereby agrees that Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services or installed on Client’s computer systems as part of the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); or remove any proprietary notices or labels. Client hereby agrees that the Software may be subject to licenses or terms from the creator or original seller of the Software and the Client agrees to abide by all such applicable licenses or terms. Any such access to said software shall also be subject to the terms contained in Section 6 above. The Client may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. In addition to the above, the following Services shall also be subject to the following use of Service restrictions.

    1. Website Development and Content Updates
      1. Client shall be responsible for the provision of direction and materials to Company as may be reasonably requested. Client shall not provide to Company, and Company shall not include on the website, as determined in Company’s sole discretion, any text, graphics, sound, video, or other content that might be viewed as obscene, defamatory, illegal, or in violation of the intellectual property of any other person. Any website code developed during the Services that is not freely accessible to third-parties and not in the public domain may not be copied, published, distributed or passed to any third-parties in any form without prior written consent from Company. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third-party to code to which Company developed as part of the Services.

    2. Reputation Management Services
      1. Should Company, upon Client’s written request, verbal instruction or delivery of materials, utilize Client’s materials which may include, but are not limited to, photographs, text, software, code, copyrighted material and/or materials that may be owned by third parties (“Client’s Materials”), Client acknowledges and agrees that neither Company nor its employees, agents or anyone acting on its behalf have made any representation to Client regarding Client’s entitlement to use Client’s Materials. Client acknowledges and agrees that Client has relied on its own investigation to establish whether Client is entitled to use Client’s Materials.
  1. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants that it has the right and power to enter into this Agreement and an authorized representative has executed this Agreement. Company warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards. The parties agree that no specific result is assured or guaranteed. Company expressly disclaims all other representation or warranties, whether express, implied, or statutory (by any territory or jurisdiction) to the extent permitted by law, and further Company expressly excludes any warranty of non-infringement, title, fitness for a particular purpose, or merchantability to the extent permitted by law. At all times while receiving Services from Company, Client shall be responsible for obtaining and maintaining any equipment and/or ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Any included hardware provided in conjunction with the provision of the Services will become property of Client after full payment of all Service fees.
  1. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THIS ALLOCATION OF RISK IS FAIR AND APPROPRIATE.
  1. INDEMNIFICATION. Client agrees to indemnify, defend, and hold harmless the Company from and against any and all claims, liabilities, losses, or actions brought against or incurred by Company as a result of (i) Client’s use of the Services or (ii) any third party’s interaction with Client. Company agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, liabilities, losses, or actions brought against or incurred by Client as a result of any claim for infringement of intellectual property arising from the Services.
  1. NOTICE. All notices or other communications referenced under this Agreement shall be made in writing and sent to the address specified hereunder, designated in the Blueprint, or designated from time to time in writing by the parties. All notices shall be deemed given to the other party if delivered receipt confirmed using one of the following methods: registered or certified first-class mail, postage prepaid; recognized courier delivery; or electronic mail.

    1. CLIENT
      Client:Contact Name:
      Address:Phone:
      Website:E-Mail:
    2. COMPANY
      ResTech Solutions, LLCContact Name: David Levine
      Address: 8715 Meadowcroft Dr. #102, Houston, TX 77063Phone:  713-936-6855
      Website: https://restech.solutions/E-Mail: david@restech.solutions
  1. TERMINATION. This Agreement will terminate upon completion of the Services provided for in Schedule 1, unless earlier terminated in accordance with sections 12(a), 12(b), or 12(c) below. Subject to earlier termination as provided hereunder, this Agreement is for the initial service term as specified on Schedule 1, attached hereto. In the event that Schedule 1 specifies that that initial service term is for a set number of months (as opposed to the completion of the Services), then the initial service term shall be automatically renewed for additional periods of the same duration as the initial service term (collectively, the “Term”), unless either party provides at least thirty (30) days’ notice to the other party, from the scheduled end date of the then-current term, of their intent to terminate this Agreement, rather than allow the same to renew.

    1. TERMINATION FOR CAUSE. Either party may terminate the Contract Documents by written notice, effective immediately, if the other party fails to cure any material breach of any Contract Document within ten (10) days after receiving a written notice from the non-breaching party detailing the alleged material breach.

    2. TERMINATION FOR INSOLVENCY OR BANKRUPTCY. Either party may immediately terminate the Contract Documents by giving written notice to the other party in the event of (i) the liquidation or insolvency of the other party, (ii) the appointment of a receiver or similar officer for the other party, (iii) an assignment by the other party for the benefit of all or substantially all of its creditors, or (iv) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations.

    3. TERMINATION FOR CONVENIENCE. Either party may terminate the Contract Documents at any time upon thirty (30) days written notice to the other party. If Client terminates the Contract and there are Services under an annual commitment those services will retroactively revert to a month-to-month commitment for the current term and Client will owe to Company, the difference in cost.

    4. RIGHTS UPON TERMINATION. Upon the termination of this Agreement, each party shall promptly return to the other all data, materials and other properties of the other held by it. Upon termination, Client will be obligated to pay any fee owed for any Services performed pursuant to and in accordance with this Agreement up to the effective date of termination.
  1. WAIVER. No modification to this Agreement nor any failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by both parties.
  1. FORCE MAJEURE. Except for Client’s obligation to pay Company, neither party shall be liable for any failure to perform its obligations under the Contract Documents if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, earthquakes, riots, strikes, war, and restraints of government.
  1. SEPARATE AGREEMENTS. All Services provided herein are acquired separately from any software licenses agreed to between the parties. Specifically, Client may acquire software licenses without acquiring consulting Services. Client understands and agrees that this is a separate and independent contractual obligation from any schedule relating to software licenses. Client shall not withhold payments that are due and payable under this Agreement because of the status of any software licenses or schedules, nor shall Client withhold payments that are due and payable relating to software licenses or schedules because of the status of work performed hereunder. In addition, the ability to provide such Services are not exclusive or specific to Company and are commercially available from a variety of third-party service providers.
  1. CHOICE OF LAW; FORUM. The Contract Documents and shall be governed, construed, and enforced exclusively in accordance with the laws of the state of Texas. Any dispute arising under this Agreement, or related to the subject matter of the Contract Documents referencing this Agreement, shall be brought exclusively in the state and federal courts located in Harris County, Texas, and the parties hereto waive any objection to personal jurisdiction or forum non conveniens therein.
  1. CLIENT TESTIMONIALS. If Client provides Company with a testimonial (whether now or in the future), then Client hereby grants to Company the right and permission to use, reuse, publish, and republish Client’s name, photograph, likeness, and statements and comments made by Client, in whole or in part, without prior review, in all formats of the work and any derivative works, including without limitation electronic works and including for the purposes of sale, trade, promotion, or advertising. Client also acknowledges that any material and information provided by Client is provided without present or future remuneration from Company. Client warrants that the accounts told, written or furnished by Client are original and do not violate any copyright, personal, or proprietary right. Client confirms that none of the information disclosed was acquired as a result of a confidential relationship or is treated as a trade secret. Client releases Company from any and all claims, demands, or causes of action that Client might assert in connection with the above use or uses by Client.
  1. SURVIVAL. Sections 3, 5, 6, 9, 10, 16, and 17 of this Agreement shall survive termination.
  1. ELECTRONIC COUNTERPARTS. This Agreement may be executed in electronic counterparts with the same effect as if each party has signed the same document.
  1. COMPLETE AGREEMENT. The Contract Documents constitute the entire understanding between the parties with respect to the subject matter herein and may only be amended or modified by a writing signed by a duly authorized representative of each party. The Contract Documents replace and supersede any prior verbal or written understandings, communications, and representations between the parties regarding the subject matter contained herein.

SCHEDULE 1

STATEMENT OF WORK

  1. This Statement of Work is hereby incorporated into and made a part of the Master Service Agreement entered into by and between the parties. Any definitions and specific terms contained therein shall be given the same meaning when used hereunder.
  1. Company will use its reasonable best efforts to provide the Services and Deliverables to Client by the dates written below. Client hereby understands and acknowledges that Company’s ability to complete the Services contemplated hereunder, is wholly contingent upon Client providing Company with any and all documents, files, or information necessary for Company to complete such Services. As such, Client agrees to provide Company with any necessary documentation or information in a timely and expedient manner, in order to ensure that any anticipated deadlines can be met. Notwithstanding the previous sentence, the parties acknowledge that the dates written below are strictly estimates, and may thereby be subject to reasonable variation.
  1. Services Offered:
    Selected (Yes/No)Service (See Schedule 2 for full descriptions)Unit PriceUnits SelectedTotal
     Managed Technology Services   
     File Protection   
     Managed Backups – Tier 1   
     Email Protection Suite   
     Cyber Security Risk Assessment   
     Cyber Security Platform   
     Additional Domains for Dark Web Monitoring   
     Cyber Security Network Protection   
     Web Filtering   
     Reputation Management   
     Knowledge Base Access   
     Website Development Package   
     Website Maintenance Plan [Select: Core or Premium]   
     Website Content Updates Plan   
     Other Project (see description for project in Schedule 2)   
     Microsoft 365 Licensing   

    **In the event that this Section is left blank, the Company shall apply the default billing rate of $XXXX USD per hour for any and all Services to be completed.

    Managed Network & Backups
    The following are for a fully managed network environment with 24/7/365 vendor support. Any and all fees which come due and owing as a result of the performance of Network Management and Backups by Company on Client’s behalf, shall be paid directly to Company. Any and all fees arising as a result of the costs for new equipment shall come due and payable to Company immediately, upon the execution of this Agreement. Monthly fees due and owing for to the Company as a result of the ongoing performance of the Services shall be invoiced to Client on the 15th day of the preceding month, and shall come due and owing on the 1st day of the month of service.

    QuantityDevice & ModelTermUnit PriceMonthly Service FeeNRCMRC
     Router     
     Access Points     
     Switches     
     Managed Power     
     Managed Backups     
  1. The total anticipated cost which shall be due to Company by Client for the Services contemplated hereunder shall be: $XXXX (the “Estimated Price”) and depending upon the Services selected, the Estimated Price may be payable through installments, or in a lump sum. Any and all prices, costs, expenses, or fees noted herein, shall be subject to any and all applicable taxes and/or requisite shipping costs which may be incurred through the performance of such Services. The Pricing of each Service and the frequency at which such payments are to be made shall be as follows:
    Service SelectedDue Date of
    First Payment    		First Payment
    Amount    		Payment FrequencyDue Date of
    Recurring
    Payment
    (if applicable)    		Recurring
    Payment Amount
    (if applicable)
    1.     
    2.     
    3.     
    4.     
    5.     
    6.     
  1. The selected services will be provided at the listed rate based on the following selected options:

    1. Annual commitment – initial term will be through [Month XX, 202X]

    2. Auto Pay – The rates provided for services, other than Microsoft services, are based on a commitment to enroll in autopay with ResTech Solutions.

    3. Cybersecurity Training – Client agrees to take and provide the offered cybersecurity training to all employees and the training will be renewed annually. If Client declines the cybersecurity training then Company will require a signed waiver indicating the cybersecurity training was declined.
  1. Notwithstanding Section 3 of this SOW, Client shall be responsible for paying for any and all third-party costs or services, when required, and at the time billed by such third-parties. The anticipated third-party services may include, but are not limited to:

    1. [Third-Party Service & Anticipated Price]
    2. [Third-Party Service & Anticipated Price]

      Data/Files Required From Client

      ·         _______________________________________

      ·         _______________________________________

      ·         _______________________________________

      ·         _______________________________________

      ·         _______________________________________


      PROJECT-BASED SERVICES

      Project Title/ServiceMilestone/Anticipated Date of CompletionDeliverable Coming Due
      Ex: Project Name 1Milestone/DateDeliverable
       Milestone/DateDeliverable
       Milestone/DateDeliverable
       Milestone/DateDeliverable
      Ex: Project Name 2Milestone/DateDeliverable
       Milestone/DateDeliverable
       Milestone/DateDeliverable
       Milestone/DateDeliverable
         
         
  1. Service Dependencies
    Client hereby agrees to be fully responsive to Company’s requests and to cooperate with Company in a timely manner, with respect to any requests thereby made. Client is solely responsible for providing Company with any and all necessary materials, information, and/or documentation for Company to complete such Services contemplated hereunder, and Client understands and acknowledges that Company may not be able to provide the Services unless the Client provides the following, which is in no way intended to be an exhaustive list of what may be required for the completion of such Services:

    • Access to Client’s premises.
    • Access to Client’s relevant network, computer, email, and other accounts.

  1. Service Requests
    Client may request Services from Company at any time and Company may accept or reject any requests received, for any reason, within Company’s sole discretion. Accepted requests must be confirmed in writing in order for the same to take effect (which may be sent via email) and any accepted requests shall billed at the applicable rates specified in this Schedule 1. Any Services billed on a monthly basis may only be cancelled by the Client upon 30 days written (which may be sent via email) notice to the Company, and in strict accordance with the Termination Provision of the Agreement to which this Schedule 1 is attached. The Company may cease performing any Services at any time upon the provision of notice to the Client, and may be done so in Company’s sole discretion.

    Service requests can be made using the following options:

    1. Submitting a ticket via the service portal – all users are allowed service portal access
    2. Submitting a ticket via email to support@restech.solutions
    3. Calling or texting 713-936-6855

SCHEDULE 2

SERVICE DESCRIPTIONS

A full and updated listing of our service descriptions and plan bundles can be found on our website at https://restech.solutions/services/service-plans-options/.
  1. OTHER PROJECTS A project description will be added if you requested a special project.

SCHEDULE 3

CYBERSECURITY TRAINING & SERVICES

Cybersecurity training is offered by Company to Client at no additional cost. The training is available for all employees. The number one threat to a business is people and it is important for all employees to be able to identify cyberthreats and know what to do when they encounter a threat. When employees are properly trained the business becomes more resilient to cyberthreats.

The provided training course is an online video course and will provide a certificate upon successful completion. This training will need to be renewed on an annual basis.

PLEASE SELECT ONE OF THE FOLLOWING OPTIONS:

_____ We accept the cybersecurity training and will provide the training to all employees. We also acknowledge that no solution or training will be able to stop 100% of the threats.
_____ We decline the cybersecurity training and acknowledge that additional charges will become applicable to resolve any cybersecurity incidents deemed to be caused by an employee of Client.

Multiple cybersecurity services are offered by Company on an ad hoc basis as well as part of a service bundle. These services are recommended, and Client is encouraged to elect these services for their protection. Without these services Client will be at an increased risk of a cybersecurity incident that could adversely affect their business.

PLEASE SELECT ONE OF THE FOLLOWING OPTIONS:

_____ We accept the offered cybersecurity services, as noted in Schedule 1. We also acknowledge that these services will not prevent or block 100% of malicious threats.
_____ We decline the cybersecurity services offered and acknowledge that Company has informed us of the cybersecurity services and the risks of not having them. We also acknowledge that additional charges will become applicable to resolve a cybersecurity incident and Company will not be held liable for any cybersecurity incident.

SCHEDULE 4

MICROSOFT 365 NCE LICENSING

If selected, now or in the future, Company will provide Client with Microsoft 365 licensing based on the current cost offered on the day the licensing is purchased. All licensing will be purchased under Microsoft’s NCE program or New Commerce Experience program. Since the licenses will be purchased in Client’s name, Client is subject to Microsoft’s terms and conditions. Microsoft’s terms and conditions supersede any information provided by Company as listed below.

Here is the general breakdown of the Microsoft 365 NCE program:

  1. All annual licensing agreements will be for 12 months. Client may increase the licensing count during this period but will not be able to decrease the licensing count or cancel the licensing until the renewal period.
  2. All annual agreements can be paid on an annual basis or a monthly basis.
  3. The month-to-month option is solely a monthly option without any long-term commitment. The month-to-month option carries a 20% premium over the annual agreement but gives you the ability to increase or decrease your license count as you need and you may cancel at any time.
  4. You are allowed to have a mix of annual and month-to-month licensing.

Regardless of the fact that the licensing will be provided by Company, Client will be responsible for the entire term of the Microsoft licensing even if there is no longer a direct relationship with Company. All licensing costs will be owed for the duration of the license term.