These Terms and Conditions apply to all products and services provided by IT Service Alliance (ITSA) and its wholly owned subsidiaries, including The Parsec Group LLC, Baer Consulting LLC (BCL Mainframe Services), and Salem Automation LLC (collectively, “ITSA”).
All quotations for products and/or services are valid until 11:59 PM Eastern Time on the stated expiration date, or thirty (30) days from the quote creation date if no expiration date is stated. ITSA reserves the right to correct pricing errors or omissions.
Services and product delivery schedules will commence upon ITSA’s acceptance of a purchase order or receipt of payment, unless otherwise explicitly stated in the applicable quotation or Statement of Work (SOW).
Unless explicitly stated otherwise, projects are delivered on a Firm, Fixed Price (FFP) basis with a defined Scope of Work. Any work outside the original scope requires a mutually agreed Change Order prior to execution. Unlimited remote support is based on industry-standard usage; material deviations may require repricing or scope adjustment. Services are provided remotely unless otherwise stated and pricing assumes one operating system instance per physical or virtual server.
Standard hourly rates apply during normal business hours. After-hours and weekend services are billed at 1.5 times the standard rate. Holiday services are billed at 2.0 times the standard rate unless otherwise stated in the applicable SOW.
Standard payment terms are Net 30 days unless otherwise approved in writing. Late payments are subject to a 1.5% monthly service charge or the maximum amount permitted by law. A 3.5% processing fee applies to all invoices paid by credit card.
All applicable taxes, duties, or governmental charges related to products or services shall be paid by the Customer. If ITSA is required to collect or remit such taxes, they will be added to the invoice.
Shipping costs for hardware and software may be billed to the Customer’s shipping account or prepaid by ITSA and added to the final invoice. Additional charges may apply for international calls, international transactions, shipping and handling, customs, or duties.
Certain software products require activation keys. Temporary keys may expire based on delivery and payment schedules. Permanent activation keys will be provided upon full payment of all outstanding invoices. Late payments may result in temporary deactivation. Unless otherwise stated, Software Support Period of Performance is twelve (12) months beginning within thirty (30) days of PO acceptance or payment, with renewal notice provided sixty (60) days prior to expiration.
Each party agrees to protect all confidential and proprietary information obtained during performance of services and to use such information solely for purposes of fulfilling contractual obligations.
ITSA shall not be liable for any special, indirect, incidental, consequential, or punitive damages. ITSA’s total aggregate liability arising from any cause shall not exceed fifty percent (50%) of the fees paid by the Customer to ITSA as of the date the cause of action arose. Any claim must be brought within twelve (12) months of occurrence.
Customer agrees to indemnify, defend, and hold harmless ITSA and its affiliates from third-party claims arising from Customer acts or omissions, breach of agreement, or failure to comply with applicable laws.
ITSA shall not be liable for delays or failures caused by events beyond reasonable control including natural disasters, labor disputes, supplier failures, or governmental actions. Performance dates will be extended accordingly.
Either party may terminate this Agreement for material breach after thirty (30) days’ written notice and failure to cure. ITSA may invoice for all fees and expenses incurred through the termination date.
The Client shall provide timely access to information, personnel, network readiness, and reasonable onsite workspace when applicable. If delays occur for Client convenience, ITSA may invoice per the original schedule.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, unless otherwise superseded by an executed contract or applicable governmental agreement.
In the event of conflict, the order of precedence shall be: (1) Executed Statement of Work, (2) Executed Master Services Agreement, and (3) These Terms and Conditions.
This Agreement constitutes the entire agreement between the parties and may be modified only in writing signed by both parties.
