This Change Log is provided for convenience and transparency. It summarizes material updates to the EasyITGuys Terms of Service but does not replace, modify, or override the current Terms of Service, any applicable Quote, or any applicable Services Guide. If there is any conflict between this Change Log and the Terms of Service, the Terms of Service will control.
b) Scope of Services. This is a “master” agreement and, as such, specific services are not listed in this Agreement. Instead, any services to be provided to you or facilitated for you (as applicable) will be described in a Quote (collectively, “Services”). The scope of our engagement with you is limited to those services expressly listed in a Quote; all other services, projects, and related matters are out-of-scope and will not be provided to you unless we expressly agree to do so in writing (collectively, “Out of Scope Services”). In addition to a Quote, the Services are also defined, clarified, and governed under an additional document that we will refer to in this Agreement as a “Services Guide.” Our Services Guide is akin to a “user manual” that provides important operational details about the Services, for example, how the Services are provided and delivered, service levels applicable to the Services, support processes, minimum standards, exclusions, and service-related expectations. The Services Guide is part of our service documentation, but it does not modify this Agreement’s legal, payment, liability, ownership, confidentiality, termination, dispute resolution, or general contractual provisions unless this Agreement or a Quote expressly states otherwise. Please read both the Quote and the Services Guide before accepting the Quote. If you have any questions about either of those documents or this Agreement, please do not sign the Quote and, instead, contact us for more information.
d) Conflicts. The provisions of a Quote govern over conflicting or different terms contained in this Agreement or the Services Guide, but only with respect to the specific Services, pricing, term, scope, exceptions, or client-specific items described in that Quote. This allows us to tailor solutions to Client’s needs. However, a Quote will not modify or override this Agreement’s legal, payment, liability, ownership, confidentiality, termination, dispute resolution, indemnification, limitation of liability, or general contractual provisions unless the Quote expressly identifies the specific provision of this Agreement being modified and states that the provision is being modified for that Quote. The Services Guide is intended to explain how the Services are delivered, managed, supported, and administered, and to provide operational details, service descriptions, support processes, standards, exclusions, and service-related guidance. If there is a conflict between this Agreement and the Services Guide, this Agreement will govern. If there is a conflict between a Quote and the Services Guide, the Quote will govern.
a. Fees. You agree to pay the fees, costs, and expenses charged by us for the Services in accordance with the amounts, methods, restrictions, and schedules described in each Quote, this Agreement, and, to the extent applicable, the Services Guide (“Fees”). In addition to the Fees, you are responsible for any miscellaneous costs and expenses (not to exceed $250/month without your prior consent) that we incur in providing or facilitating the Services to you (“Miscellaneous Expenses”). Miscellaneous Expenses will generally appear as a line item entry on your invoice(s) and may include, for example, small device purchases (such as a UPS), delivery/postal/courier costs, data migration tools, and registration/service initiation fees charged by Third Party Providers. You are responsible for sales tax and any other taxes or governmental fees associated with the Services. If you qualify for a tax exemption, you must provide us with a valid certificate of exemption or other appropriate proof of exemption. You are also responsible for all freight, insurance, and taxes (including but not limited to import or export duties, sales, use, value add, and excise taxes).
b. “Per Seat” Licensing Fees. The Services may require us to purchase certain “per seat” licenses from Third Party Providers, such as Microsoft licenses sold under Microsoft’s New Commerce Experience licensing model, or other per-user, per-device, per-mailbox, per-endpoint, per-server, per-tenant, monthly, annual, or committed-term licenses or subscriptions. Unless otherwise expressly stated in a Quote, these licenses and subscriptions may be non-cancellable, non-refundable, committed-term, vendor-controlled, and not transferable to any other customer once purchased, assigned, renewed, or maintained on your behalf. If we purchase, assign, renew, or maintain these licenses or subscriptions for you, then those licenses or subscriptions may require a definite term, such as a one (1) or three (3) year term, which may be paid annually or monthly but, in all cases, must be paid in full by you. For that reason, you understand and agree that regardless of the reason for termination, reduction, cancellation, non-renewal, suspension, or expiration of the Services, you are required to pay all applicable “Per Seat” Licensing Fees in full for the entire term or commitment period of those licenses or subscriptions. Provided that you have paid for those licenses or subscriptions in full, you will be permitted to use them until they expire, subject to the applicable vendor terms, licensing rules, administrative access requirements, and transition requirements. “Per Seat” Licensing Fees are separate from, and do not count toward, any minimum monthly recurring support fee or minimum account threshold unless we expressly agree otherwise in writing.
d. Minimum Monthly Fees. The initial recurring Fees indicated in the Quote for recurring support Services, or the recurring support Fees reflected on the first regular monthly invoice after onboarding adjustments are completed, whichever is greater, represent the minimum recurring monthly support commitment for those support Services during the applicable term, unless we agree otherwise in writing. Unless otherwise expressly stated in the applicable Quote, the minimum monthly recurring support fee for fully Managed IT clients is $747 per month and the minimum monthly recurring support fee for Co-Managed IT clients is $247 per month. These minimum monthly recurring fees are minimum account thresholds only and do not give Client the right to reduce, remove, cancel, downgrade, or unbundle covered users, devices, licenses, tools, security services, backup services, or other covered items while continuing to receive the same managed Services. Only recurring support service line items for the managed brand, network, servers, workstations, users, or similar support coverage, as determined by us, qualify toward the applicable minimum monthly recurring support fee. Consumables, pass-through costs, Microsoft licenses, software licenses, backup services, security tools, hardware, appliances, hardware-as-a-service, third-party subscriptions, project fees, onboarding fees, consulting fees, vendor fees, expenses, add-ons, and other non-support service line items do not qualify toward the minimum monthly recurring support fee unless we expressly agree otherwise in writing. Client’s recurring Fees must reasonably correspond to the actual covered Environment, including the supported brands, business units, locations, users, devices, endpoints, servers, licenses, tools, backup requirements, security requirements, support coverage, and other Services included in the applicable Quote, Services Guide, or written service configuration. Client may not reduce covered items, users, devices, licenses, tools, or Services below the level reasonably required to support, secure, monitor, manage, or maintain the covered Environment. The recurring Fees are intended to reasonably track the actual covered Environment and support burden. If Client adds or removes supported brands, business units, locations, users, devices, endpoints, servers, licenses, tools, support coverage, security coverage, backup coverage, or other Services, the recurring Fees may be increased or decreased accordingly, subject to EasyITGuys’ written approval. EasyITGuys intends to administer legitimate reductions in a commercially reasonable manner when Client’s business materially shrinks, supported users or devices are removed, locations close, brands are discontinued, or Services are no longer reasonably required. However, no reduction will apply to non-cancellable third-party commitments, per-seat licenses, vendor minimums, hardware-as-a-service commitments, backup appliances, security tools, project commitments, hardware, appliances, or other committed costs. Any reduction, removal, downgrade, or unbundling of covered items must be approved by us in writing and may require a revised Quote, revised scope, revised Services Guide, security exception, or termination of the applicable Service. Reductions are intended to reflect legitimate changes in the covered Environment and may not be used primarily to avoid, reduce, or circumvent minimum commitments, Termination Fees, vendor commitments, per-seat licensing obligations, or other amounts due under this Agreement, the Quote, or the Services Guide. The minimum monthly recurring support fee is not a substitute for the Fees required to cover Client’s actual Environment. All modifications to the amount of covered brands, business units, locations, hardware, devices, users, licenses, tools, or Services under the Quote must be approved by us in writing. Continued access to or use of managed Services after a change in the Environment constitutes Client’s agreement to pay the recurring Fees associated with the then-current covered Environment.
e. Increases. We reserve the right to adjust our monthly recurring service fees from time to time to account for changes in business costs, labor costs, service delivery costs, inflation, operational overhead, market conditions, margin requirements, and other business factors. Any such adjustments will be reflected on your invoices. However, if any single discretionary increase within a calendar year, or the total of all discretionary increases within that year, exceeds five percent (5%) of the fees charged for the same Services in the previous calendar year, you will have a sixty (60) day Termination Option Period to cancel the affected Services by providing written notice. If you choose to terminate the affected Services within this period, you will remain responsible for all fees accrued through the effective termination date, as well as any non-cancellable, non-refundable, committed-term, vendor-imposed, pass-through, pre-approved, or otherwise non-mitigable costs incurred or committed for the provision of the Services. Continued use of the Services after the Termination Option Period constitutes acceptance of the increased fees. Pass-through increases, as defined in the “Scope” section, are separate from our discretionary monthly recurring service fee adjustments and are not included in the five percent (5%) calculation. Fee increases caused by additions to or changes in the covered Environment, including additional supported brands, business units, locations, users, endpoints, devices, servers, licenses, tools, support coverage, security coverage, backup coverage, or Services, are not discretionary fee increases and are not included in the five percent (5%) calculation.
f. Monthly/Quarterly/Annual Contract Reviews. Your support agreement cost is determined by multiple factors, including the supported brands, business units, locations, users, endpoints, devices, servers, licenses, tools, support coverage, security coverage, backup coverage, and Services used or required for the covered Environment. Our team reviews the agreement monthly, and costs may fluctuate based on additions, removals, reductions, or other changes in the covered Environment, subject to the Minimum Monthly Fees section above. Additionally, we may conduct a monthly, quarterly, or annual review. On January 1 of each calendar year, the contract price will automatically adjust based on the Consumer Price Index (CPI) percentage or by up to five percent (5%), whichever is lower. This increase is a standard contractual adjustment and does not require additional notice or approval. The adjustment will be prorated for the first calendar year of service.
c. Termination Without Cause. Unless otherwise indicated in the Quote or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if, on the date of termination, Services are in progress. In addition, no party will terminate a Quote without cause prior to the Quote’s natural (i.e., specified) expiration or termination date. (By way of example: If a Quote provides for an annual service, then the Services under that Quote cannot be terminated without cause prior to the expiration of one year). If you terminate the Services under a Quote without cause and without EasyITGuys’ written consent before the Quote’s expiration date, then you agree to pay the Termination Fee described in the “Remedies for Early Termination” section below, together with any applicable “Per Seat” Licensing Fees, third-party commitments, and other amounts due under this Agreement, the Quote, or the Services Guide.
i. Remedies for Early Termination. If EasyITGuys terminates this Agreement or any Quote For Cause, or if you terminate any Services under a Quote without cause prior to such Quote’s expiration date, then EasyITGuys shall be entitled to receive, and you hereby agree to pay to us, all amounts that would have been paid to EasyITGuys had this Agreement or Quote (as applicable) remained in full effect, calculated using the fees and costs in effect as of the date of termination (“Termination Fee”). If you terminate this Agreement or a Quote For Cause, then you will be responsible for paying only for those Services that were delivered properly and accepted by you up to the effective date of termination, as well as any applicable “Per Seat” Licensing Fees and third-party commitments described in this Agreement, the Quote, or the Services Guide, and nothing more. For purposes of calculating the Termination Fee, recurring Fees will be based on the recurring Fees in effect as of the date of termination, unless we have approved a reduced covered Environment in writing.
h. Equipment / Software Removal. Upon termination of this Agreement or an applicable Quote for any reason, you will provide us with access, during normal business hours, to your premises or any other locations where EasyITGuys Equipment is located so that we may remove, recover, disable, or otherwise address EasyITGuys Equipment and Software Agents. “EasyITGuys Equipment” means hardware, appliances, accessories, devices, or equipment provided, leased, loaned, rented, installed, configured, or otherwise supplied by EasyITGuys or its partners in connection with the Services, including but not limited to firewalls, backup appliances, network equipment, security devices, and related accessories. Certain Services may require the installation of software agents, management tools, monitoring tools, security tools, backup tools, remote access tools, or related software in the Environment (“Software Agents”). You agree not to remove, disable, circumvent, uninstall, modify, interfere with, or otherwise disrupt any Software Agents unless we explicitly direct you to do so in writing. If you fail or refuse to provide access as described above, or if any EasyITGuys Equipment is missing, broken, damaged, altered, inaccessible, or not returned, normal wear and tear excepted, then we will have the right to invoice you, and you agree to pay immediately, the replacement value of all missing, damaged, altered, inaccessible, or unreturned items, together with any related recovery, shipping, handling, remediation, licensing, administrative, or labor charges. Unauthorized removal, disabling, alteration, or disruption of Software Agents may result in security risk, monitoring gaps, backup issues, continued license fees, service disruption, or additional remediation work. Any related remediation, cleanup, reinstallation, license continuation, troubleshooting, or administrative work may be billed separately at our then-current rates.
i. Transition; Deletion of Data. If you request our assistance to transition away from our Services, we will provide commercially reasonable transition assistance provided that: (i) all fees, costs, charges, and other amounts due and owing to us are paid in full before we provide transition assistance; and (ii) you agree to pay our then-current hourly rates for such assistance, with any required upfront amounts or retainers to be paid before transition work begins. Transition assistance may include, but is not limited to, retrieval or provision of passwords, log files, administrative information, vendor information, documentation, configuration information, data exports, coordination with a successor provider, or conversion or transfer of data. All such work is considered transition service work and is billable unless expressly included in writing. EasyITGuys is not required to disclose proprietary tools, scripts, automation, templates, internal processes, methods, or intellectual property used to deliver the Services. Client-owned data, accounts, credentials, and commercially reasonable transition information may be provided as part of billable transition services, subject to payment of all outstanding amounts, applicable security verification, and any limitations imposed by law, vendor requirements, or third-party platforms. Unless otherwise expressly stated in a Quote or Services Guide, or prohibited by applicable law, we will have no obligation to store, maintain, monitor, retain, or provide access to any Client data, logs, reports, backups, configurations, portal information, software, or records in our possession or control following termination of this Agreement or the applicable Services.
c. Minimum Monthly Fees. The initial Fees indicated in the Quote for recurring services are the minimum monthly fees (“MMF”) that will be charged to you during the term. Unless otherwise expressly stated in the applicable Quote, the minimum monthly recurring fee for fully Managed IT clients is $747 per month, and the minimum monthly recurring fee for Co-Managed IT clients is $247 per month. If the recurring charges calculated under the Quote fall below the applicable minimum, the applicable minimum monthly recurring fee will still apply unless we agree otherwise in writing. You agree that the amounts paid by you under the Quote will not drop below the MMF regardless of the number of users or devices to which the Services are directed or applied, unless we agree to the reduction. All modifications to the amount of hardware, devices, or authorized users under the Quote (as applicable) must be in writing and accepted by both parties.
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b. Nonpayment. Any undisputed fees that remain unpaid for more than thirty (30) days from the due date will accrue interest on the outstanding balance at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to assess an administrative fee of $195 per month to cover the costs associated with collection efforts. We may, at our discretion and without prior notice, suspend part or all of the Services if undisputed fees are not paid on time. During any period of suspension, monthly or recurring charges (if applicable) will continue to accrue. Disputes related to fees must be submitted in writing within sixty (60) days of the date the applicable service was provided or the date the invoice was paid, whichever is later. Failure to do so waives your right to dispute those fees. If service is suspended due to nonpayment, a reconnection fee may apply. This fee will be the greater of $50 or 10% of the applicable monthly recurring charges.
f. Schedule of Payments. We require automatic payment for all invoiced fees via ACH or by your credit card number that we keep on file. If you authorize payment by credit card and ACH, then the ACH payment method will be attempted first. If that attempt fails for any reason, then we will process payment using your designated credit card. In limited cases, manual payment methods may be approved by our finance team. These methods are subject to additional processing fees and workflow coordination costs. For full terms and fees related to unsupported or manual payment methods, including one-time and ongoing processing charges, please refer to Section h: Unsupported Payment Methods.
i. ACH. When enrolled in an ACH payment processing method, you authorize us to electronically debit your designated checking or savings account for any payments due under the Quote. This authorization will continue until otherwise terminated in writing by you. We will apply a $75.00 service charge (or the maximum amount permitted by law, whichever is less) to your account for any electronic debit that is returned unpaid due to insufficient funds or due to your bank’s electronic draft restrictions.
ii. Credit Card. When enrolled in a credit card payment processing method, you authorize us to charge your credit card, as designated by you in our payment portal, for any payments due under the Quote. For each credit card transaction, a 4% adjustment will be added to the applicable invoice to accommodate the preferred pricing established with ACH.
h. Unsupported Payment Methods. We support payment by ACH, credit card, and debit card through our secure automated billing system. If you choose to pay using an unsupported method such as paper checks, Bill.com, or third-party platforms that do not integrate with our systems, a manual processing fee will apply. The first payment processed using an unsupported method will incur a $97.50 administrative fee to cover setup, reconciliation, and coordination. Each additional manual payment using the same method within the same calendar month will incur a $48.75 fee to cover continued handling and reconciliation. A single manual payment covering multiple invoices will only incur one processing fee. These fees reflect the additional time and resources required by our finance team. Invoices will be delivered in advance through the “Advance Invoice Delivery” option, but the original due date will remain unchanged. The use of unsupported payment methods must be approved by our finance team. You are responsible for ensuring timely payment. Delays caused by third-party platforms do not affect due dates or waive applicable late fees. Continued use of unsupported payment methods may result in additional charges or loss of eligibility for flexible billing options. We recommend using supported payment methods to avoid added costs and ensure automated processing.
Notice of Changes: We may update these Terms of Service from time to time. When we make changes, we will revise the “Effective Date” listed and post a summary of material changes in this Change Log. It is your responsibility to review these Terms periodically. Continued use of our services after any changes indicates your acceptance of the updated terms.