Latest Update: 11/07/2024

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1. Introduction These Terms and Conditions ("Agreement") govern the provision of IT Managed Services ("Services") by MY IT BRAIN ("Provider") to the client ("Client"). By engaging Provider for Services, Client agrees to comply with and be bound by the terms of this Agreement.

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2. Scope of Services Provider agrees to deliver IT Managed Services, including but not limited to:

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• Remote technical support.

• Onsite technical support (full-time or scheduled).

• Network monitoring and maintenance.

• Software updates and patch management.

• Backup and disaster recovery solutions.

• Cybersecurity management.

• Hardware and software procurement (optional add-ons).

 

Specific service details are outlined in the Service Level Agreement (SLA) or Statement of Work (SOW). The scope of services may vary according to the details specified in the proposal provided to the Client.

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3. Service Levels Provider shall deliver Services in accordance with agreed-upon SLAs:

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• Remote Support: Available during standard business hours, excluding public holidays unless specified otherwise.

• Onsite Support: Available by appointment or on a full-time basis as specified in the SOW or Proposal.

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4. Client Responsibilities Client agrees to:

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• Provide access to necessary systems, hardware, and facilities.

• Maintain current software licenses unless specified otherwise in the Agreement.

• Designate a primary point of contact to liaise with Provider.

• Promptly report any issues requiring Provider's attention.

 

5. Fees and Payment Terms

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• Services are billed monthly, quarterly, or annually, as outlined in the Agreement.

• Payment is due within the timeframe specified on the invoice.

• Late payments may incur a penalty fee as outlined in the SLA.

• Additional fees apply for:​

  • Hardware/software procurement.

  • Non-standard services not included in the SLA or SOW.

• Emergency onsite visits outside regular business hours.

 

6. Confidentiality Provider agrees to protect Client’s confidential information. Client data will not be shared with third parties without prior written consent, except as required by law.

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7. Data Security and Backup Provider will implement industry-standard measures to protect Client data. However, Provider is not liable for:

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• Data loss due to factors outside Provider’s control.

• Client’s failure to adhere to backup and recovery recommendations.

 

8. Term and Termination

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• This Agreement shall remain in effect until terminated by Provider or Client as outlined below.

• Provider reserves the right to terminate the Agreement at any time, with or without cause, by providing 30 days’ written notice to Client.

• Client may terminate the Agreement by providing 60 days’ written notice to Provider. Early termination by Client may incur cancellation fees as outlined in the SLA or proposal.

• Provider may terminate the Agreement immediately if:

  • Client fails to make payments as required.

  • Client breaches any material term of this Agreement and fails to remedy the breach within 10 business days of notice.

  • Provider determines that continued service would pose a security, legal, or operational risk.

• Upon termination, all outstanding fees and charges become immediately due and payable. Provider shall not be responsible for retaining or transferring Client data beyond the agreed-upon termination date unless explicitly stated in a separate data migration agreement.

 

9. Limitation of Liability To the fullest extent permitted by law, Provider’s liability for any claims, damages, or losses arising out of or related to this Agreement shall be limited as follows:

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• Provider shall not be liable for indirect, incidental, punitive, special, or consequential damages, including but not limited to loss of revenue, profits, data, or business opportunities, even if advised of the possibility of such damages.

• Provider’s total aggregate liability under this Agreement, regardless of the form of action, shall not exceed the total fees paid by Client to Provider for the Services in the three (3) months immediately preceding the claim.

• Provider is not liable for any claims arising from third-party services, hardware, or software provided or recommended by Provider.

• Client agrees that the limitations of liability set forth herein reflect the allocation of risk and are an essential basis of the bargain between the parties.

 

10. Indemnification Client agrees to indemnify Provider against claims arising from Client’s misuse of Services or breach of this Agreement.

 

11. Governing Law This Agreement is governed by the laws of the applicable jurisdiction. Any disputes will be resolved in the courts of the applicable jurisdiction.

 

12. Amendments Provider reserves the right to amend these terms with prior written notice to Client.

 

13. Force Majeure Provider is not liable for delays or failure to perform due to causes beyond its reasonable control, including natural disasters, labor disputes, and interruptions in telecommunications or power supply.

 

14. Entire Agreement This Agreement, along with any terms outlined in the proposal, constitutes the entire understanding between the parties and supersedes all prior agreements, representations, or understandings. In the event of a conflict, the terms specified in the proposal shall prevail.

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15. Contact Information For inquiries or support, contact MY IT BRAIN at:

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• Email: support@myitbrain.com

• Phone: +1 (800) 340-0065

• Address: 1355 NW 93rd Ct A-105 Doral, FL 33172

 

By engaging Services, Client acknowledges having read, understood, and agreed to the terms outlined in this Agreement.