These are service terms and conditions between Customer (“you” or “your”), whether business or personal, and Manhattan Computer Services, Inc of New York State (“us,” “we,” or “our”).
1.1. General Services: Manhattan Computer Services will attempt to diagnosis your technology problem, provide an estimate of applicable service fees verbally or in writing, and then provide you with a technology solution on-site, over the telephone, or via the Internet. In certain cases, however, problem diagnosis and support may not be completed because of a problem with your computer or its configuration that is beyond our control or the solution is beyond the scope of services provided by Manhattan Computer Services.
1.2. Your Responsibility: You understand and agree that prior to contacting or allowing Manhattan Computer Services to perform diagnostic repair or other services on your computer, it is your responsibility to back-up the data, software, information or other files stored on your computer disks and/or drives. You acknowledge and agree that Manhattan Computer Services shall not be responsible under any circumstance for any loss or corruption of data and/or software.
2. Your Obligations
2.1. You agree to pay us the fees quoted or set forth in verbal and/or written agreement. If you request additional services or change the service requested, you agree to pay for the additional or changed services. Payment is due when you request services, unless otherwise stated on the invoice. If you do not pay for services when due, we may stop work and charge interest on the past-due amount at the rate equal to the lesser of 18% annual percentage rate (APR).
2.2. In the event that we are forced to pursue unpaid services via a collections agency or legal service, you agree to assume responsibility for all associated legal and collections fees.
2.3. If you wish to dispute any charges incurred to you by Manhattan Computer Services, you agree to do so in writing within 30 days of the invoice date. Failure to present a billing dispute within 30 days indicates your acceptance of the charges.
2.4. All equipment, materials, supplies, software, and parts provided by us remain the property of Manhattan Computer Services until we receive full payment for all said equipment and related services. If you fail to remit payment for services you authorize Manhattan Computer Services to repossess all equipment, materials, supplies, and parts utilized in relation to provided services.
2.5. All products of labor services, including computer setup, server setup, hardware installation, software configuration, and network design and deployment, remain the properly of Manhattan Computer Services until we receive full payment for all said services. If you fail you remit payment for services provided by Manhattan Computer Services you authorize Manhattan Computer Services to remove or undo the results of any services from your systems.
2.6. You agree to provide our personnel access to all equipment, data, disks, or other needed materials for us to perform the services, and to notify us of (1) any potential safety or healthy hazards that may exist at your location or with your equipment and (2) any safety procedures to be followed while at your location. You represent and warrant you have the legal right to use or possess all files/data/software/information (“Data”) on your equipment; you indemnify us for any claims arising from the fact you do not have the legal right to use or possess the Data on your equipment. If we find data on your equipment that appear to us to be illegal, we may stop work and/or contact the authorities.
2.7. You are solely responsible for any data stored in, or on, any equipment and are solely responsible for making and maintaining backup copies of such data before you request services.
3. Term and Termination
3.1. The term of this agreement will extend from the date of this agreement to include all services provided by Manhattan Computer Services, unless terminated as provided herein. We may terminate this agreement with or without cause upon notice to you. We shall not be in default or be liable for any delay, failure in performance, or interruption of service resulting from any cause beyond our reasonable control.
4.1. Unless otherwise stated, all materials, supplies, parts and other product supplied are provided on an “as is” basis. Except where prohibited by law, we disclaim all warranties, express or implied, include the implied warranties or merchantability and fitness for a particular purpose with respect to any services, parts, components, or products delivered or rendered under this agreement.
4.2. LIMITATION OF LIABILITY & RELEASE. YOU AGREE TO RELEASE AND HOLD HARMLESS MANHATTAN COMPUTER SERVICES, AND/OR ITS THIRD-PARTY SERVICE PROVIDER FROM AND AGAINST ANY LOSS, LIABILITY, OR DAMAGE, INCLUDING WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSE, COSTS, PROFITS, LOST SAVINGS OR EARNINGS OR LIABILITY THAT YOU, THE OWNER, OR LESSEE MAY SUFFER ARISING OUT OF, OR RELATED TO, THE SERVICES PROVIDED BY MANHATTAN COMPUTER SERVICES. THIS INCLUDES BUT IS NOT LIMITED TO DATA LOSS OR LACK OF FUNCTION IN ANY COMPONENT OR ELEMENT OF YOUR COMPUTER SYSTEM AND/OR PERIPHERALS, ANY CHANGES OR ALTERATIONS TO YOUR BUILDING (FOR EXAMPLE, CHANGES TO WALLS, BASEBOARDS, FLOORS, ETC.)
5. Abandoned Equipment
5.1. We are not responsible for your equipment left in our facilities 30 days after completion of services or our notice to you. Notice may be given in person, telephone, e-mail, facsimile, mail, or any other reasonable method.
6. Entire Agreement
6.1. This agreement, including multiple pages and any attachments, supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.
6.2. This agreement may not be changed solely by Manhattan Computer Services. Manhattan Computer Services representatives (including management personnel, employees, and agents) have no authority to waive or amend the terms and conditions of this agreement, or any part of it, and have not authority to make this agreement, or any part of it, and have no authority to make promises, representations, or agreements that impose duties or obligations on Manhattan Computer Services unless they are set forth in writing.
6.3. If any provision of this agreement is held to be illegal, invalid or unenforceable, such provision will be servable and this agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof will remain in full force and will not be affected by the illegal, invalid or unenforceable provision or by its severance.