Client Terms and Conditions
These Terms and Conditions govern all services provided by Productive IT Solutions and form part of every Agreement between the parties.
1. Definitions and interpretation
Business Hours: Monday through Friday, 8:00 AM – 5:00 PM Pacific Time.
After Hours: All other times, including weekends and public holidays.
Client: Any individual or entity receiving Services.
Services: All IT support, consulting, monitoring, implementation, and related work.
Agreement: These Terms together with any MSA, Quote, SOW, or Proposal.
Headings are for convenience only and do not affect interpretation.
2. Application of terms
These Terms apply to all Services provided by Productive IT Solutions and are incorporated into all Agreements.
In the event of conflict:
- Signed Agreement (MSA/SOW) prevails
- Then these Terms
- Then any informal communications
3. Term, renewal, and termination
Agreements automatically renew unless terminated in writing.
We may suspend or terminate Services immediately if:
- Invoices are unpaid
- Client breaches obligations
- Client creates operational or security risk
Early termination does not relieve Client of payment obligations.
4. Services and scope
Services will be delivered in accordance with the Agreement.
Out-of-Scope Work: Any work outside the defined scope is billable. We will attempt to notify the Client in advance; however, in urgent or reactive scenarios, work may proceed without notice and will be billed accordingly.
The absence of prior notice shall not waive billing rights.
5. Billing, rates, and charges
- Minimum billing increment: 1 hour
- Partial time is rounded up
- After-hours billed at higher rates
- Travel, third-party costs, and expenses are billable
We reserve the right to adjust rates as outlined in Section 7.
6. Payment terms
Invoices are due per stated terms.
If unpaid after 30 days:
- Services may be suspended
- Accounts may be sent to collections
- Interest may accrue
Client agrees to pay all costs associated with recovery, including legal fees.
7. Price adjustments
We reserve the right to increase pricing annually by 3%–5% or in line with CPI or cost increases.
30 days’ notice will be provided.
8. Client responsibilities
Client agrees to:
- Provide timely access to systems, facilities, and personnel
- Maintain current backups and redundancy systems
- Ensure lawful use of all systems
- Maintain valid software licenses
Failure to comply may limit service effectiveness and shift responsibility to the Client.
9. Security responsibility and risk allocation
We may provide security recommendations. Client acknowledges:
- Failure to follow recommendations increases risk
- We are not responsible for resulting incidents
- Security is a shared responsibility
We reserve the right to document risks and limit services if risks remain unaddressed.
10. Third-party systems
We are not responsible for failures of:
- Internet providers
- Cloud platforms
- Software vendors
- Hardware manufacturers
All third-party services are governed by their own terms.
11. Data, backups, and recovery
Client is solely responsible for data protection.
We do not guarantee backup integrity, recovery success, or protection against data loss.
12. Service limitations
Client acknowledges IT services involve uncertainty and troubleshooting.
We do not guarantee:
- Problem resolution
- System compatibility
- Specific outcomes
All work performed in good faith is billable.
13. Software and licensing
Client is responsible for all software licensing compliance.
We are not liable for unlicensed software use, software defects, or third-party application failures.
14. Limitation of liability
No liability for indirect damages, lost profits, or downtime.
Total liability capped at $5,000 USD.
15. Indemnification
Client agrees to indemnify and hold harmless Productive IT Solutions from claims arising from misuse, failure to follow recommendations, third-party services, or security incidents outside our control.
16. Warranties disclaimer
All Services are provided “as is” without warranties of any kind.
17. Non-solicitation
Client may not hire employees for 2 years post-engagement. Violation = 100% annual salary fee.
18. Personal guarantee
Signer personally guarantees all obligations if Client is a business entity.
19. Intellectual property
We retain ownership of systems, processes, and documentation. Client retains ownership of their data.
20. Confidentiality
Both parties agree to protect confidential information.
21. Access and monitoring
Client authorizes installation of monitoring and remote access tools for support purposes.
22. Force majeure
No liability for events beyond our control.
23. Assignment
Client may not assign agreement without written consent.
24. Governing law
California law applies. Venue: Orange County, CA.
25. Modifications
We may update these Terms at any time. Continued use constitutes acceptance.
Contact
Productive IT Solutions
714-794-1080
info@productiveitsolutions.com