General Terms and Conditions

General Terms and Conditions

Effective Date: May 1, 2024

These General Terms and Conditions (“GTC”) govern your use of the services provided by Mercer Bucks Technology, LLC (“we,” “us,” or “our”). By engaging with our services, you agree to these GTC, which supplement any specific terms outlined in separate agreements or proposals.

1. Definitions

• Client: The individual, company, or entity engaging with Mercer Bucks Technology for the provision of managed IT and related IT services.
• Services: The managed IT services, cybersecurity, consulting, and other technical or business services provided by Mercer Bucks Technology, as detailed in applicable agreements or proposals.
• Agreement: Any binding written or electronic document, including proposals, service agreements, or contracts, that outlines specific terms of engagement between Mercer Bucks Technology and the Client.
• Confidential Information: Any non-public information, whether written, oral, or electronic, disclosed by either party during the course of the agreement, including but not limited to trade secrets, technical data, business processes, strategies, client lists, and pricing information.

2. Services Overview

Mercer Bucks Technology provides a broad range of IT services, including but not limited to:

• Managed IT Services
• Network and System Monitoring
• IT Consulting and Strategic Planning
• Cybersecurity Solutions
• Data Backup and Disaster Recovery
• Helpdesk and Technical Support
• Security Awareness Training and Regulatory Compliance Assistance

Customizations and Exclusions: Specific services provided, and any exclusions, will be detailed in the applicable Agreement or Service Level Agreement (SLA). Services not explicitly included in the Agreement will be considered outside the scope and subject to additional charges, which will be agreed upon in writing before commencing.

3. Client Responsibilities

To ensure the effective provision of services, the Client agrees to:

• Provide Access: Grant us necessary access to systems, premises, personnel, and relevant resources required to deliver services. Failure to provide such access may result in service delays or interruptions, for which we will not be held liable.
• Provide Accurate Information: Timely and accurate provision of all relevant data, system documentation, and technical information is essential to ensure effective service delivery.
• Compliance with Laws: The Client is responsible for complying with all applicable local, state, national, and international laws related to the use of our services, including but not limited to data protection laws and intellectual property regulations.
• Maintain Systems: The Client must ensure that hardware, software, and infrastructure meet minimum operating specifications as recommended by us. If the Client fails to maintain their systems appropriately, additional charges may apply for any resulting remedial work.
• Security Measures: The Client is required to maintain adequate security protocols, such as password policies, access controls, and encryption unless expressly managed by Mercer Bucks Technology. The Client assumes responsibility for damages arising from failure to follow these measures, including but not limited to data breaches or unauthorized access.

4. Service Delivery

• Professional Standards: We aim to deliver services in a professional manner consistent with industry standards and best practices. However, no service can guarantee uninterrupted or error-free performance.
• Response Times: We will endeavor to meet the response times specified in the Agreement or SLA. Any delays caused by third parties, including vendors, service providers, or unforeseen technical challenges, will be communicated promptly, but we will not be liable for such delays.
• Subcontractors: We reserve the right to engage subcontractors or third-party vendors to perform some or all the services, provided that we remain responsible for the performance of the services.

Service Interruptions: Scheduled maintenance windows will be communicated in advance. In the event of emergency maintenance or system outages, we will notify the Client as soon as practicable and work to restore services swiftly.

5. Fees and Billing

• Pricing: The pricing for all services will be outlined in the Agreement. We reserve the right to adjust pricing upon renewal of the Agreement or in cases where the scope of services materially changes. Any adjustments will be communicated to the Client at least 60 days in advance.
• Billing Cycle: Invoices will be issued monthly unless otherwise specified. Payment is due within 30 days of the invoice date unless otherwise stated in the Agreement.
• Late Payments: If payment is not received by the due date, we may charge a late payment fee of 3% per month, or the maximum amount permitted by law, whichever is lower. Additionally, we reserve the right to suspend services after providing 7 days’ notice until payment is received.
• Additional Costs: The Client agrees to reimburse any third-party licensing fees, hardware or software costs, or other expenses required to deliver the services unless otherwise stated in the Agreement.

Service Suspension or Termination for Non-Payment: If payments are consistently delayed, we reserve the right to suspend or terminate services after providing written notice, in addition to charging any applicable late fees or penalties.

6. Service Modifications

• Service Adjustments: We reserve the right to modify or discontinue services in response to technological advancements, legal requirements, or market changes. Any material changes will be communicated to the Client with at least 60 days’ notice.
• Client-Initiated Changes: Should the Client request significant changes to the scope of services during the term of the Agreement, such requests will be handled as a contract amendment and may involve additional fees or revised timelines. All changes must be agreed to in writing.

7. Data Protection and Privacy

• Data Ownership: The Client retains full ownership of all data processed or stored by us during the course of service. We will not use or share Client data for any purpose outside the agreed scope without written consent.
• Data Protection: We implement industry-standard security protocols and best practices, including encryption, multi-factor authentication (MFA), and firewalls, to protect Client data. However, the Client acknowledges that no security measures are completely foolproof and agrees that Mercer Bucks Technology will not be held liable for data breaches.
• Data Backup and Retention: Backup services will only be provided if specified in the Agreement. We are not responsible for any data loss in cases where backup services are not included. If backup services are provided, data will be retained as per the terms outlined in the Agreement.

Regulatory Compliance: The Client is responsible for ensuring compliance with all data protection and privacy laws applicable to their industry, including but not limited to GDPR, CCPA, and HIPAA, unless explicitly included in our scope of work.

8. Confidentiality

• Non-Disclosure: Both parties agree to keep all Confidential Information disclosed during the engagement strictly confidential and not use it for any purpose outside the scope of the Agreement without prior written consent.
• Duration: The obligation of confidentiality extends beyond the termination or expiration of the Agreement and remains in effect for five (15) years from the date of disclosure.
• Exclusions: Confidential Information does not include information that is (i) publicly available, (ii) rightfully received from a third party without confidentiality obligations, or (iii) independently developed by the receiving party without use of the disclosing party’s confidential information.

9. Warranties and Disclaimers

• Service Warranty: We warrant that all services will be performed with reasonable care, skill, and diligence in accordance with industry standards. However, we do not warrant that the services will meet all the Client’s expectations or that services will be error-free or uninterrupted.
• Third-Party Products: Any third-party products provided as part of the services are subject to the terms and conditions of the third-party vendor. We make no warranties with respect to such third-party products.
• Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Lodging Service Requests

To ensure timely and effective support, Mercer Bucks Technology provides multiple channels for lodging service requests. Clients can submit service requests using any of the following methods:

• Email Submission:
  Clients may submit service requests via email by sending details of the issue to [email protected]. Please include relevant information such as the nature of the problem, any error messages, and the affected systems or users.
  • Important: Emails submitted outside business hours will be addressed according to the response times outlined in the Service Level Agreement (SLA).
• Phone Submission:
  For urgent or critical issues, the Client may contact our support team directly via phone at (267) 583-8600. Phone submissions are recommended for high-priority issues, including system outages or critical business disruptions that require immediate attention.
  • Note: Phone calls made outside of normal business hours will be handled on a best-effort basis unless the Client is subscribed to an after-hours support package.
• Monitoring Agent Submission:
  Clients who have monitoring agents installed on their computers can submit service requests directly through the agent interface. This method will log the issue immediately into our support system and send real-time alerts to our technical team.
  • Usage: The monitoring agents can be used for both routine issues and emergency situations, allowing for quick identification and response from our team.

Critical and High-Priority Requests:
To ensure the fastest possible response, critical and high-priority service requests must be submitted via phone. If a critical issue is submitted through email or monitoring agents, response times will default to medium priority unless it is also escalated via phone.

Service Request Information:
When submitting a service request, please provide the following details to help expedite resolution:

• Description of the problem or issue.
• Urgency of the issue (critical, high, medium, low).
• Systems, users, or locations affected.
• Error messages, if applicable.
• Any actions taken prior to the issue occurring.

Authorized Users for Requests:
Only individuals authorized by the Client may submit service requests. The Client must ensure that the list of authorized personnel is up to date. Any service request submitted by unauthorized users may be subject to additional review or delays in processing.

11. Limitation of Liability

• Indirect Damages: IN NO EVENT WILL WE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF REPUTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Liability Cap: Our total cumulative liability under this Agreement, whether in contract, tort, or otherwise, will not exceed the total amount of fees paid by the Client in the 12 months preceding the incident giving rise to the claim.
• Force Majeure: We will not be held liable for any delays or failure to perform due to causes beyond our reasonable control, including but not limited to natural disasters, war, acts of terrorism, pandemics, labor disputes, utility failures, or cyberattacks.

12. Termination

• Termination by Client: The Client may terminate this Agreement with advance notice as outlined in the applicable Agreement. Early termination fees may apply.
• Termination by Mercer Bucks Technology: We reserve the right to terminate this Agreement or suspend services immediately if the Client breaches any terms of this GTC, fails to pay invoices on time, or engages in activities that compromise the security or integrity of our systems.
• Transition Services: Upon termination, Mercer Bucks Technology will cooperate with the Client to ensure an orderly transition of services. All Client data and intellectual property will be returned or destroyed upon written request, provided all outstanding fees are paid.

13. Amendments and Modifications

We reserve the right to amend or modify these GTC at any time. Material changes will be communicated to the Client with at least 30 days’ notice, and continued use of our services constitutes acceptance of the updated terms.

14. Governing Law and Jurisdiction

These GTC and any related agreements will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Pennsylvania.

15. Dispute Resolution

• Negotiation and Mediation: In the event of a dispute, the parties agree to first attempt resolution through good faith negotiations. If negotiations fail, the dispute will be submitted to mediation.
• Binding Arbitration: If mediation fails, any remaining disputes will be resolved through binding arbitration under the rules of the American Arbitration Association. Both parties will bear their own legal costs unless otherwise determined by the arbitrator.

15. Entire Agreement

These GTC, together with any related agreements, proposals, or SLAs, constitute the entire agreement between the parties with respect to the services and supersede all prior or contemporaneous understandings and agreements, whether written or oral.

Contact Information:
For any questions regarding these General Terms and Conditions, please contact:

Mercer Bucks Technology, LLC
2607 Interplex Drive, Kor Center B – Suite 3
Trevose, PA 19053
Phone: (267)-583-8600
Email: [email protected]
Website: www.mercerbuckstech.com