TERMS AND CONDITIONS RELATED TO PROPOSAL
General. Customer (“you” or “customer”) and BridgeTech LLC (“BridgeTech” or
“us” or “we”) are collectively referred to as “the parties”. The parties agree
to be legally bound by this customer agreement. This agreement governs all
prior and subsequent agreements between the parties, including any service
orders and ACH forms. Proposals, estimates, quotes, and other services lists
and scope of work documents are offers and not accepted by BridgeTech until
confirmed in writing.
Term for Services. Our contracts are to provide services that are based on a term basis
but are billed monthly, as outlined in the customer proposal. Payments will be
billed on the first day of the month, and customers are to pay monthly, as
noted below, starting the first day of the month that services begin.
Billing. We will begin invoicing you for monthly services after giving you
notice that the services are available for your use and will continue invoicing
you on a monthly basis until the services are terminated. Except as otherwise
set forth in the applicable service order, (a) monthly recurring charges will
be billed monthly in advance, (b) varying or usage-based charges will be billed
monthly in arrears and (c) installation, professional services, or other
non-recurring charges will be billed upon the billing commencement date. If
BridgeTech is unable to deliver the services on time due to customer’s delay,
or the delay of customer’s end users or agents, BridgeTech may commence billing
as of the date of notice that the services are available. BridgeTech may, upon
30 days prior notice, modify the payment terms or require a mutually acceptable
form of security (e.g., a deposit) if customer has repeatedly failed to pay its
invoices by the due date or if there has been a material, adverse change in
customer’s financial condition. Notwithstanding any other provision to the
contrary and not more than once per calendar year, BridgeTech may increase the
charges applicable to any service in an amount not to exceed the latest annual
increase in the Consumer Price Index, specifically, the U.S. Department of Labor,
Bureau of Labor Statistics “All Items Consumer Price Index for All Urban
Consumers (CPI-U) for the U.S. City Average”. Such increase shall be effective
upon the date set forth in BridgeTech’s written notice to customer. The
foregoing shall not limit BridgeTech’s ability to increase charges as set forth
in a service order, or during any automatic renewal term.
Payment. Monthly services invoices are due in full and payable upon
presentation, and become past due after the due date printed on the invoice. In
addition to the service charges, customer shall also pay all applicable taxes
and any third party charges pre-approved by customer (e.g., installation, local
access, utilities). If you have a bona fide dispute with any of the amounts on
the invoice, you shall pay all amounts not in dispute by the due date and
provide us with a written request for a billing adjustment, together with all
supporting documentation, within 10 business days after the due date or your
right to any billing adjustment shall be waived. If you fail to pay all
non-disputed charges on our invoice by the due date, we may suspend your
services until all delinquent amounts are paid in full.
IT Projects. BridgeTech
offers services for specific IT projects. All services for IT projects shall be
provided according to a specific services list and scope of work description.
Proposals, estimates, quotes, and other services lists and scope of work
documents are offers and not accepted by BridgeTech until confirmed in writing.
Any requests for ancillary services not described in the applicable services
lists and scope of work documents may be provided on an individual case basis
as agreed to in writing by the parties. Customer acknowledges receipt of BridgeTech
Outsourced IT Support Scope which outlines the scope of BridgeTech’s
Outsource IT Support offering. Specific scope defined in customer
proposals supersedes the generalized IT support scope contained herein.
Material Breach or
Default. Your failure to timely pay your invoice
constitutes a material breach of these terms and conditions. In the event you
perceive a problem with our services, you will give us a reasonable amount of
time to correct the perceived problem before attempting to hold us in default
of our agreement.
Customer Obligations. Your use of our services will not violate any law or infringe on any
copyright, patent or other right held by others. You will indemnify, defend,
and hold us harmless for third party claims, damages, and expenses in any way
arising from your breach of these terms and conditions. You will not run an
internet server or file-sharing application accessible to outside entities on
any systems we provide you. You will maintain current software and equipment
covered under active mfg warranty or maintenance agreement. We cannot support
out-of-date software or hardware. BridgeTech recommends customers use
mainstream name brand server equipment (Dell, HP, Cisco, Fortinet). BridgeTech
will not be required to service or restore custom built "white-label"
server hardware, or customer developed software in scope. Customer will
maintain server room or data closet below 75 degrees, working with HVAC
professionals when necessary. Servicing failed equipment due to server room
temperatures is out of scope. If customers systems contain Personally
identifiable information (PII) or sensitive personal information (SPI),
customer will provide BridgeTech with a list of the systems or areas that
contain PII or SPI. Customer also must agree to abide by the Microsoft Cloud
Agreement which is incorporated herein by reference and a link is provided
below for reference.
Increases. Unless otherwise specified, the services contract(s)
shall remain in effect until terminated including Microsoft Cloud services. The
contract shall automatically renew for the length of the original contract(s) if
a termination notice is not received by Bridge Tech at least 90 days before the
end of the current term. Each automatic renewal will also increase the amount
of the base contract by 2.9% per renewal. The increase of 2.9% will occur on
the anniversary of the signing of the original contract or any replacement of
the contract for the customer. The 2.9% shall be applied to the regular
services used by the customer and will apply to all services added by the
client during the contract unless the added service is specifically agreed to
as a temporary service of no longer than 8 month's duration.
Warranties. Our services are provided without any
implied or express warranties of any kind.
Liability. Neither party shall be liable for any
indirect, special, punitive, or consequential damages of any kind related to
our services or these terms and conditions. This includes, without limitation,
lost profits, lost data, damage to software or firmware, and the costs of
obtaining substitute services. The total liability of us arising from or
related to our services or these terms and conditions shall be limited to the
total net payments paid by customer in the 12 months prior to the dispute
giving rise to such liability.
Arbitration Clause and
Waiver of Jury Trial Rights. In the event any dispute
arises between the parties in any way related to these terms and conditions or
in any way related to any subsequent agreements between the parties, the
parties agree to settle the dispute through binding arbitration administered by
the American Arbitration Association or similar arbitration association. The
parties agree to share equally in any arbitration costs. Each party shall bear
its own attorney fees during all stages of all disputes. Each party waives its
right to a jury trial to determine any disputes arising between them. You have
the right to opt-out of this arbitration clause and waiver of jury trial rights
by notifying us in writing within ten business days of your receipt of these
terms and conditions.
Choice of Law. The laws of the State of Oregon shall govern these terms and conditions
and any subsequent agreements between the parties, regardless of its principles
for resolving conflicts of law. Venue shall be in the Circuit Court in and for
Multnomah County, Oregon, or the federal district court that includes Multnomah
Confidential. These terms and conditions, and any subsequent agreements between the
parties, and all proprietary information shared between the parties, shall be
kept strictly confidential.
Non-Solicitation and Non-Hire.
We shall perform your services as an independent
contractor and not as an agent, employee or partner of your company. You
acknowledge that we’ve spent considerable time and money hiring and training
our employees and contractors. You acknowledge that by using our services, you
will have access to our employees and contractors and could attempt to hire
them away from us. You recognize that unless you’re willing to enter into this
agreement prohibiting the solicitation or hiring of our employees and contractors,
we’re not willing to do business with you. You agree that while you are using
our services, and for a period of one (1) year after services are last provided
to you for any reason, that (i) you will not, for yourself or for or with
others, directly or indirectly, solicit or induce any of our employees or
contractors to cease working with us or reduce our employees or contractors
involvement with us; and (ii) you will not, directly or indirectly, hire any of
our employees or contractors in any capacity, whether as an employee,
independent contractor, or otherwise, even if the employee or contractor no
longer works for us. You further agree that if you enter into any agreement
with a third party that allows the third party to have access to our employees
or contractors then you will make sure the third party signs a similar
agreement prohibiting the third party from soliciting or hiring our employees
or contractors just as you are obligated to under these terms and conditions.
You acknowledge that both the time period and the scope of these provisions are
fair and reasonable and only designed to allow us to attempt to maintain our
relationship with our employees and contractors after we no longer provide you
Act of God Clause. Neither party shall be liable for failure or delay in performance due
to Acts of God or nature, including, but not limited to such actions such as
fires, natural disasters, flooding, lightning, earthquakes, government coups,
terrorist activities, war, civil insurrection, cyber-attack, strikes, or
interruption or failure of utility services or services of third parties.
Access to Data. For customers of BridgeTech’s cloud services, customer system backups
are made on a snapshot basis and only capture information that exists on the
system at the time of backup. In addition, we may destroy all but the most
recent backup. These backups may not be available to you, or if available, may
not be useful to you outside of BridgeTech LLC.
Legal Notices and
Billing Disputes. All legal written notices and
billing disputes must be served on us at: BridgeTech LLC, 14925 SW Barrows RD,
Ste 109 #147, Beaverton, OR 97007; and via email at: [email protected]
Maintenance. You acknowledge that our services are subject to periodic maintenance
or repair and agree to cooperate and provide us reasonable access.
Ownership of Work. The parties agree that any software or modifications to software or
other intellectual property written, created, or modified by us shall be our
sole property, and that we shall have a perpetual, transferable right to use
our intellectual property for any other purpose.
Non Assignability. Your duties under this agreement shall not be assigned to any third
parties without our prior written consent.
Miscellaneous. If any of these terms are held unenforceable, the term shall be
construed as nearly as possible to reflect the original intent of the parties
and the remaining terms shall remain in effect. These terms and conditions, and
any subsequent agreements between the parties, are solely between the parties
and not intended to confer right or benefit on any third party. These terms and
conditions constitute the entire agreement between the parties and supersede
any prior written or oral understandings or agreements between the parties.