IT Service Agreement

This Agreement provides the general terms and conditions applicable to Customer’s purchase of communications and IT products or services (“Service(s)”) from ATECHSO.

    1. General. Customer must submit requests for Service in a manner and on a form designated by ATECHSO (“Order”). Each Order will state the term for which Service is requested (the “Service Term”) and the pricing for the Service. Service will continue on a month to month basis upon expiration of the Service Term at month to month rates. Customer will pay ATECHSO’s then current charges for any moves, adds or changes agreed to by ATECHSO to any Order or Service.

    2. Installation, Acceptance and Access. ATECHSO will attempt to provide Service by any requested installation date, but will not be liable for any delays in Service delivery. The Service is delivered on the date the Service becomes operational (“Service Start Date”). Unless Customer notifies ATECHSO in writing within 3 business days of the Service Start Date that Service is not operational, then the Service will be deemed accepted by Customer, the Service Term will commence. If access to non-ATECHSO facilities (including inside wiring) is required for delivery of Service or the installation, maintenance or removal of ATECHSO equipment used to deliver Service, Customer will, at its expense, secure rights for ATECHSO to access and the use of such facilities, power and HVAC as needed for Service delivery. Title to equipment (including software) provided by ATECHSO will remain with ATECHSO. Customer will not create or permit to be created any encumbrances on ATECHSO’s equipment. Customer will not access or attempt maintenance on ATECHSO equipment and will pay for any equipment damage caused by Customer.

    3. Invoices and Disputes.  Invoices are delivered monthly and payment is due 30 days after the invoice date (the “Due Date”). Fixed charges are billed in advance and usage-based charges are billed in arrears. Billing for partial months is prorated. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law, whichever is less. Customer is responsible for all Service charges, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount by the Due Date and submit written notice of the disputed amount (detailing the nature of the dispute, the Services and invoice(s) disputed).  Disputes must be submitted in writing within 60 days of the date of the invoice or the right to dispute is waived.  If a dispute is resolved against Customer, Customer will pay the disputed amounts plus interest from the initial Due Date. Customer will be liable to ATECHSO for all costs and expenses incurred in collecting amounts due to ATECHSO, including legal fees. ATECHSO may implement electronic systems for invoice delivery, submission and resolution of disputes and/or requiring electronic invoice payment; Customer will use such systems (and other similar electronic systems) if implemented by ATECHSO.

    4. Return Policy. All products/Services received by Customer shall be deemed acceptable by Customer unless within seven (7) calendar days from the delivery/pickup/performance date Customer shall notify ATECHSO in writing that such products/Services are damaged, defective, or cannot be made operational. This does not extend to any goods which have been modified or altered by persons other than the ATECHSO’s authorized personnel; to goods that are defective due to misuse, neglect, improper installation, soldering or accident, or to goods sold as "used". THERE IS NO RETURN OR REFUND ON ANY PERFORMED SERVICES. CUSTOM MADE GOODS ARE NOT SUBJECT TO RETURN UNDER ANY CIRCUMSTANCES. However, ATECHSO will do its best to resolve any issues / repair or replace equipments at a timely fashion. In no case are goods to be returned without first obtaining ATECHSO’s written permission. An RMA (Returned Material Authorization) number issued by ATECHSO must accompany all returned goods. Goods must be securely packed and delivered to ATECHSO in an undamaged condition, with Customer being solely responsible for paying all return freight expenses. Although ATECHSO may permit Customer to return Products claimed to be defective under certain circumstances, ATECHSO makes no representations or warranties of any kind with respect to the Products. ATECHSO HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ATECHSO WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY for products that are not manufactured by ATECHSO. The right to return defective products, as previously described, shall constitute ATECHSO sole liability and Customer’s exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, or otherwise. .

    5. Taxes and Fees. Except for taxes based on ATECHSO's net income, Customer will be responsible for all taxes and fees arising in any jurisdiction, including but in no way limited to value added, consumption, sales, use, gross receipts, foreign withholding (which will be grossed up), excise, access, bypass, franchise or other taxes, fees, duties, charges or surcharges (including regulatory and 911 surcharges) imposed on or incident to the provision, sale or use of Service (whether imposed on ATECHSO or any affiliate of ATECHSO). Such charges may be shown on invoices as cost recovery fees. Charges for Service are exclusive of taxes. Customer may present ATECHSO a valid exemption certificate and ATECHSO will give effect thereto prospectively.

    6. Indemnification and Limitations on Liability. Customer will indemnify, defend and hold ATECHSO, its affiliates and each of its respective owners, directors, officers, employees and agents, harmless from and against any and all claims, suits, expenses, losses, demands, actions, causes of action, judgments, fees and costs, of any kind or nature whatsoever (Claims), arising from or related to any use, attempt to use or resale of Service or otherwise arising in connection with any Service or this Agreement. In no event will Either party be liable FOR ANY DAMAGES WHATSOEVER FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, THE COST OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR ANY ORDER. ATECHSO WILL HAVE NO LIABILITY FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY IN CONNECTION WITH OR FOR RESPONDING TO EMERGENCY 911 OR OTHER EMERGENCY REFERRAL CALLS.

    7. Non-Solicitation. Customer shall not solicit, induce, entice or otherwise hire for employment or for any other contractual purpose any employee or independent contractor provided to customer by ATECHSO. Customer agree that any such solicitation, inducement, enticement or employment shall constitute a material breech of this Agreement and Customer agrees that it shall pay ATECHSO liquidated damages in the amount of $50,000.00 for a violation of this non-solicitation clause.

    8. Force Majeure. Neither party will be liable, nor will any remedy provided by this Agreement be available, for any failure of Service due to causes beyond such party’s reasonable control (“force majeure”). Customer will not be obligated to pay ATECHSO for Service not delivered as the result of force majeure.

    9. Assignment.  Customer may not assign its rights or obligations under this Agreement or any Order without the prior written consent of ATECHSO. This Agreement will apply to any permitted transferees or assignees. Customer may not resell any Services under this Agreement without the express written consent of ATECHSO. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party any right, benefit or remedy under or by reason of this Agreement.


    11. Confidentiality. The terms of this Agreement and all knowledge and information of a confidential nature acquired in performing this Agreement are confidential. Each party and its agents will keep such information confidential and not disclose such information to third parties, other than to its affiliates.

    12. Governing Law & Jurisdiction. Any dispute arising out of or related to these Terms and Conditions or the sales transaction between ATECHSO and Customer shall be governed by the laws of the State of California, without regard to its conflicts of law rules. Specifically, the validity, interpretation, and performance of this agreement shall not be governed by the United Nations Convention on the International Sale of Goods. ATECHSO and Customer consent to the exclusive jurisdiction and the exclusive venue of the State Courts of the State of California, Los Angeles County, to resolve any dispute between them related hereto, and the parities waive all rights to contest this exclusive jurisdiction and venue of such Courts. Finally, the Customer also agrees not to bring any legal action, based upon any legal theory including contract, tort, equity or otherwise, against ATECHSO that is more than one year after the date of the applicable invoice.

    13. Miscellaneous. Services may be provided by ATECHSO or an ATECHSO affiliate.  This Agreement is binding on the parties’ and their permitted successors and assigns, and together with any Orders, Service Schedules and applicable tariff(s) constitutes the entire agreement between the parties. This Agreement does not create any agency, joint venture, or partnership between ATECHSO and Customer, each of which are independent business entities. No prior agreements, understandings, statements, proposals or representations, either oral or written, respecting the subject matter hereof apply. This Agreement can be modified only in a writing signed by the parties. ATECHSO may provide notices under this Agreement to any address identified in an Order.  Notices to ATECHSO must be made the address below. If any provision of this Agreement is held to be illegal or unenforceable, this Agreement’s unaffected provisions will remain in effect.  If either party fails to enforce any right or remedy under this Agreement, such failure will not waive the right or remedy. This Agreement will be governed by and construed in accordance with the laws of California, without regard to its conflict of laws provisions. This Agreement is not binding upon ATECHSO until signed by an authorized ATECHSO representative.