ITsavvy ChromeCare Terms and Conditions
These Master Terms and Conditions (“Master Terms”) are fully incorporated into the Scope of Work, Master Warranty Agreement, IT Care Services Agreement, ChromeCare Services Agreement, and any and all other written agreements between each client (hereafter called a ”Client” or collectively, “Clients”) of ITsavvy and/or any of its authorized partners and its clients (“Contract Documents”).
- STANDARD OF CARE. ITsavvy will provide its services in a capable manner that is consistent with the level of service and skill ordinarily exercised by members of its profession currently providing similar services in the Milwaukee metropolitan area. No other or additional representation, express or implied, is provided.
- CONFIDENTIALITY. It may be necessary or appropriate for the Client to divulge to ITsavvy and/or ITsavvy employees confidential and proprietary data and information pertaining to the Client. ITsavvy and its employees will regard any information regarding Client as highly confidential that is not a matter of public knowledge and is clearly identified as being confidential.
- INFORMATION PROVIDED BY CLIENTS. Client will provide to ITsavvy Client’s consultants and contractors, and ITsavvy will expect to rely upon the accuracy and completeness thereof. Client understands that it it is not possible for ITsavvy to ensure the accuracy, completeness and sufficiency of such information provided. Client therefore agrees to indemnify and hold harmless ITsavvy, its officers, employees, affiliates, successors and assigns from any and all damage, liability or cost, including all reasonable attorneys’ fees and defense costs, to the extent caused by any and all information provided by Client.
- NON-SOLICITATION. Client understands and acknowledges that ITsavvy has incurred substantial costs and exhausted considerable effort in the hiring and training its employees, including employees who will perform services for Client. In consequence, Client is prohibited from soliciting for employment and from in any way attempting to utilize the services of ITsavvy’s employees, except directly through ITsavvy during the length of time in which ITsavvy is providing services to Client and for a period of one year thereafter, unless by written consent of ITsavvy. If Client is in violation of this provision and solicits for employment any of ITsavvy’s employees, Client shall pay as liquidated damages to ITsavvy an amount equal to six months of the employee’s most recent annual salary from ITsavvy.
- LIMIT OF LIABILITY. ITsavvy shall not be liable to Client or any other party for special, incidental or consequential damages, including, but not limited to any loss of profits, revenue, use of capital, claims of clients and customers, cost of purchased or replacement power, or loss of any nature, whether based on contract, tort, negligence, oversight, strict liability or otherwise, by reason of any and all services rendered to Client by ITsavvy. ITsavvy’s total aggregate liability to the Client or any other party for any and all injuries, claims, costs, losses, casualties, expenses, damages of any nature in any way or claim expenses arising out of this Agreement from any cause or causes (including but not limited to the ITsavvy’s negligence, errors, omissions, strict liability or breach of contract), including attorney’s fees and costs, shall not exceed the total amount of fees payable to ITsavvy for professional services rendered. It is the intention that this limitation apply to any and all liability or causes of action in any and all instances alleged or arising, unless otherwise prohibited by law.
- GENERAL INDEMNIFICATION. ITsavvy agrees to indemnify and hold harmless Client up to the amount of the total amount of fees paid by Client to ITsavvy from loss or expense, including reasonable attorney’s fees to the extent ITsavvy’s caused negligent acts, errors or omissions in the performance of ITsavvy’s services. Client agrees to hold harmless and indemnify ITsavvy (and its officers, employees, affiliates, successors and assigns) from any and all damage, liability or cost, including reasonable attorneys’ fees and costs of defense, to the extent caused by the Client’s negligent acts, errors or omissions and those of any of Client’s contractors, subcontractors or consultants.
- DISPUTES. Any dispute between ITsavvy and Client which they are not able to settle through discussions and negotiations shall be settled by arbitration in Milwaukee, Wisconsin, by a single mutually agreed upon arbitrator. The arbitration shall be conducted in accordance with the current Commercial Arbitration Rules of the American Arbitration Association (AAA) but the arbitrator is not required to be associated with the American Arbitration Association (AAA). If the parties cannot agree on an arbitrator, the AAA will be requested to appoint one. The parties shall split any and all arbitrator’s fees and expenses. Any award rendered during arbitration shall be final and conclusive upon the parties, and a judgment may be entered in any court with jurisdiction.
- GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be governed by and construed in strict accordance with the laws of the State of Wisconsin. In regards to any dispute not settled by arbitration, the parties hereto agree the courts of the State of Wisconsin or the courts of the United States of America shall have jurisdiction. The parties further agree that venue for any such suit, action or proceeding shall be proper in Milwaukee County, Wisconsin with regard to any suit, action or proceeding brought in a state court and the United States District Court for the Eastern District of Wisconsin in regard to a suit, action or proceeding brought in federal court.
- FORCE MAJEURE. Neither Client nor ITsavvy shall be liable for any fault or delay caused by any contingency beyond their control including but not limited to “acts of God”, wars, fires, strikes, walkouts, natural disasters, or demands or requirements of governmental agencies.
- SUCCESSORS AND ASSIGNS. The Contract Documents and these Master Terms shall be binding upon and inure to the benefit of the parties and their respective successors and assigns: provided, however, that neither party assigns a Contract Document in whole or in part without the prior written approval of the other party.
- ENTIRE UNDERSTANDING. This Agreement, with the Contract Document(s) which it is incorporated into, represents and incorporates the entire understanding of the parties hereto, and each party acknowledges there are no warranties, representations, guarantees, covenants, or understandings of any kind, matter or description whatsoever, made by either party to the other except as expressly set forth in the Contract Documents or these Master Terms.
- CONFLICTING TERMS. Should any term or provision of these Master Terms be inconsistent with, or in conflict with, a Contract Document, the term or provision of the Contract Document shall control.
- SEVERABILITY. If any provision of the Contract Document or these Master Terms shall be held to invalid under any applicable law, the Contract Document or these Master Terms shall remain valid but shall be construed as if not containing the particular provisions that are held to be invalid.
- AMENDMENT. Contract Documents and these Master Terms cannot be modified in any way with the exception of a written document, signed by a duly authorized representative of each of the parties.