My OnCall Tech, L.P. - Standard Terms of Service
Service descriptions contained in any quote, invoice, email, or proposal are governed by these Terms of Service. If the Client and Service Provider enter into a separate signed agreement with terms unique to that engagement, those terms will control only where they expressly differ from or supersede these Terms. All other matters not specifically addressed in the signed agreement shall be governed by these General Terms of Service.
1. Services Provided
2. Minimum Managed Coverage Requirements
CLIENT acknowledges that Discounted Managed Services Rates are provided based on the scope and scale of systems covered under a Managed Services Agreement. SERVICE PROVIDER may, at its discretion, require a minimum number or percentage of CLIENT’s active users, workstations, or servers to be enrolled in Managed Services in order to qualify for discounted rates. If CLIENT enrolls only a nominal number of systems—or if the number of Managed Systems does not reasonably reflect CLIENT’s actual environment—SERVICE PROVIDER may (a) adjust CLIENT’s rates to the standard non-managed rate, or (b) require additional systems to be added to maintain eligibility for Managed Services pricing. CLIENT agrees that failure to maintain required coverage may result in reclassification of all work to non-managed, time-and-materials rates.
CLIENT understands that only devices and users expressly enrolled under a Managed Services Agreement (“Managed Systems”) are monitored, maintained, or secured by SERVICE PROVIDER. All other devices—including PCs without the agent installed, newly added systems, personal devices, IoT equipment, printers, or any system not reported to SERVICE PROVIDER—are considered Unmanaged Systems.
CLIENT must notify SERVICE PROVIDER in writing of any new or existing systems to be added to Managed Services. Until SERVICE PROVIDER confirms enrollment, those systems remain Unmanaged.
SERVICE PROVIDER is not responsible or liable for the performance, security, data loss, downtime, or incidents arising from Unmanaged Systems, including issues that affect Managed Systems. Support for Unmanaged Systems is time-and-materials only with no service levels or guarantees. CLIENT assumes all risk associated with Unmanaged Systems.
- Critical: System-wide outage or major business impact.
- Response: Within 2 business hours (or ASAP after notice).
- Resolution: Worked continuously until restored or stabilized.
- High: Significant degradation or issues affecting multiple users.
- Response: Within 2 business hours (or ASAP after notice).
- Resolution: Resolved as soon as reasonably possible.
- Normal: Standard requests
- Response: Same business day or as reasonably possible.
5. Fees & Payment
Hourly support is billed weekly; recurring services billed monthly; project work billed progressively. Hardware, licensing, and third–party services must be paid upon invoice. All invoices are due Net 30.
6. Rate Adjustments and Service Rate Plans
Rates may adjust annually or due to increased operating or vendor costs with 30 days’ written notice. Vendor price changes take effect immediately when passed through.
7. Software and Licensing Fees
Software and licensing costs follow third-party vendor pricing and may change at any time. Total licensing charges may vary based on user or device counts. Vendor price changes take effect upon the vendor’s published date and appear on the next invoice. CLIENT agrees to follow all applicable vendor terms.
8. Term
If the Client and My OnCall Tech, L.P. (“Service Provider”) enter into a Managed Service Agreement, the term of that agreement will be twelve (12) months and will automatically renew each year unless either Party provides sixty (60) days’ written notice of cancellation. Third-party software and licensing may carry their own separate terms and renewal requirements.
9. Early Termination
If the Client and My OnCall Tech, L.P. (“Service Provider”) have entered into a Managed Service Agreement with a defined term, and the Client terminates that agreement before the end of the current term, the Client shall pay an early termination fee equal to fifty percent (50%) of the remaining contract value, calculated as 50% of the total monthly recurring service fees owed for the remainder of the term.
This fee is in addition to:
- All services rendered through the effective termination date.
- Any non-cancellable third-party licensing or software commitments.
- Any active project-based Service Attachments, which will continue until completion or separate termination under their own terms.
10. Service Transition: Managed to Non-Managed
If the Client has entered into a Managed Service Agreement with My OnCall Tech, L.P. (“Service Provider”) and later ends or downgrades those Managed Services, CLIENT acknowledges:
- All proactive monitoring, patching, security management, backup checks, and service-level commitments stop immediately. SERVICE PROVIDER has no ongoing duty to detect or remediate issues after the termination date.
- Any future support will be time-and-materials only, under SERVICE PROVIDER then-current Limited Services Agreement or Break/Fix terms. No service levels, response times, or uptime guarantees apply.
- SERVICE PROVIDER is not responsible for failures, data loss, or security incidents occurring after Managed Services end, even if tied to pre-existing configurations or conditions.
- CLIENT will sign any updated Limited Services Agreement if requested. If not signed, this clause confirms CLIENT has transitioned to Unmanaged/Break-Fix support under SERVICE PROVIDER’s standard terms and rates.
11. Termination for Cause
If the Client and My OnCall Tech, L.P. (“Service Provider”) have entered into a Managed Service Agreement, either Party may terminate that agreement for material breach if the breach is not cured within thirty (30) days of written notice. Upon such termination, the Service Provider will assist with a reasonable transition and remove any Service Provider software; related work will be billed at the applicable rates. In addition, the Service Provider may terminate that Agreement with written notice if CLIENT (a) does not provide reasonable access, information, or cooperation needed to perform the Services, (b) creates ongoing conditions that prevent effective service delivery, or (c) engages in conduct that makes a continued working relationship impractical. Upon termination for cause, CLIENT remains responsible for all fees through the termination date, any applicable early termination fees, and any non-cancellable third-party licensing commitments.
12. CLIENT Responsibilities
When doing business with My OnCall Tech, L.P. (“Service Provider”) the CLIENT agrees to:
- Provide accurate contacts and timely updates
- Respond promptly to SERVICE PROVIDER communications
- Provide safe and unrestricted access to systems and facilities
- Maintain stable power, cooling, and network conditions
- Avoid unnecessary delays and ensure timely access to personnel
- Follow SERVICE PROVIDER’s reasonable recommendations
- Designate an authorized primary contact for technical and financial decisions
13. Out-of-Scope Services
If the Client has entered into a Managed Service Agreement with My OnCall Tech, L.P. (“Service Provider”), any services not expressly included in that agreement or in an approved Service Provider quote shall be considered Out-of-Scope. Out-of-scope items (billed separately) include:
- Any services not specifically listed in the Managed Service Agreement
- New deployments or migrations
- Major projects or system rebuilds
- After-hours/emergency work not included in plan
- Support for unsupported/third-party systems
- Cabling, hardware installs, facility work
- Any services not listed above in Service Selections
14. Cybersecurity Disclaimer
No solution can guarantee total protection. CLIENT must use MFA, secure passwords, and follow documented security recommendations. SERVICE PROVIDER is not liable for breaches caused by CLIENT actions, third–party access, or unsupported systems.
CLIENT is responsible for following the SERVICE PROVIDER’s security recommendations (including MFA, strong passwords, timely patching, and user training), maintaining verified backups unless covered under a managed backup plan, managing user access, and promptly reporting any suspected security incidents.
CLIENT understands that failure to follow these requirements absolves the SERVICE PROVIDER of liability for any resulting losses or damages.
If the Client has entered into a Managed Service Agreement with My OnCall Tech, L.P. (“Service Provider”), the Client further acknowledges that no security service or solution can guarantee complete protection from cyber threats. The Service Provider will use industry-standard tools, monitoring, and security practices as defined in the applicable Managed Service Agreement; however, the Service Provider cannot guarantee that all cybersecurity incidents will be prevented, detected, or remediated.
15. Administrative Access
CLIENT acknowledges that granting administrative or elevated access to its personnel or third parties (“CLIENT Administrators”) carries inherent security and operational risks. The SERVICE PROVIDER is not liable for data loss, breaches, downtime, or other issues caused by actions or misconfigurations of CLIENT Administrators or anyone outside the SERVICE PROVIDER’s control.
CLIENT is responsible for choosing qualified administrators, ensuring they understand the risks, and maintaining proper internal controls (password management, role-based access, and prompt removal of access).
The SERVICE PROVIDER may require written authorization before working on systems modified by non–SERVICE PROVIDER administrators. If CLIENT Administrators or third parties alter or interfere with the SERVICE PROVIDER’s configurations or security tools, the SERVICE PROVIDER is not obligated to remediate such issues under any service-level commitments and may bill for repair work at standard rates.
16. Administrative Privileges and Role Separation
Using administrative or elevated accounts for everyday activities greatly increases security risks. The SERVICE PROVIDER strongly recommends separate admin accounts and role-based access controls.
If CLIENT chooses to allow daily-use accounts to have admin rights, CLIENT assumes all related risk. The SERVICE PROVIDER is not liable for any breaches, downtime, or data exposure resulting from misuse or compromise of those accounts.
The SERVICE PROVIDER may document CLIENT’s decision and may exclude related incidents from managed security or recovery coverage unless otherwise agreed in writing.
17. Obsolescence & Unsupported Systems
SERVICE PROVIDER is not responsible for failures involving end–of–life hardware, outdated operating systems, unsupported applications, consumer/IOT devices, unmanaged devices, or equipment CLIENT declines to replace.
CLIENT acknowledges that system security and performance depend on properly maintained and supported hardware and software.
The SERVICE PROVIDER is not liable for any incidents, data loss, or failures arising from devices or systems that are out of warranty, no longer supported or patched, obsolete/EOL, not remediated after written recommendation, or outside the SERVICE PROVIDER’s management scope (including IoT devices, consumer-grade equipment, BYOD, cameras, printers, etc.).
CLIENT assumes all risk from continued use of such equipment and waives related claims against the SERVICE PROVIDER. The SERVICE PROVIDER may exclude these devices from support or service guarantees, or discontinue support for them with written notice.
18. Equipment Handling, Disposal, and Ownership
CLIENT affirms it owns any equipment the SERVICE PROVIDER is asked to access or handle and will indemnify SERVICE PROVIDER from any related disputes or data issues.
- Equipment Handling (Paid or Courtesy)
- At CLIENT’s request, SERVICE PROVIDER may move, relocate, install, or otherwise handle CLIENT-owned equipment. Whether billed or provided as a courtesy, all handling is at CLIENT’s sole risk, and SERVICE PROVIDER is not responsible for any damage, failure, or loss to equipment, regardless of cause, including accidents, transport, lifting, disconnection, reconnection, or equipment condition. CLIENT is solely responsible for any repair or replacement costs.
- Data & Disposal
- SERVICE PROVIDER is not responsible for data on CLIENT equipment unless covered under a separate written agreement. CLIENT must remove data prior to disposal unless data-destruction services are purchased. Unclaimed equipment may be discarded after 30 days’ notice.
- SERVICE PROVIDER-Owned Equipment
- Any SERVICE PROVIDER equipment remains its property and must be returned in good condition upon request or termination of the applicable service engagement, or Managed Service Agreement.
- Any SERVICE PROVIDER equipment remains its property and must be returned in good condition upon request or termination of the applicable service engagement, or Managed Service Agreement.
19. Warranties
Services will be performed professionally. Except for this, all services are provided ‘as–is.’ SERVICE PROVIDER does not warrant third–party products or guarantee uninterrupted service.
20. Limitation of Liability
SERVICE PROVIDER’s total liability is limited to the fees paid by CLIENT in the prior full month preceding any claim. Each Party is liable only for direct damages; neither shall be responsible for indirect, consequential, or special damages, including lost profits, data, or business interruption.
21. Indemnification
Each Party indemnifies the other for claims arising from their own negligence, misconduct, or unlawful behavior.
22. Confidentiality
Both Parties agree to keep all confidential information private and use it only for performing or receiving services.
23. Force Majeure
Neither Party is liable for delays caused by events beyond reasonable control.
24. Governing Law & General Terms
These Terms of Services are governed by Texas law. Invalid provisions do not affect the rest. Electronic signatures are valid. This Agreement represents the entire understanding between the Parties.
25. Notices
All notices under these Terms of Service must be in writing and will be considered delivered when sent in person, by certified mail, by courier, or by email/electronic means with confirmation. Notices should be directed to the most recent mailing address or email address provided by the Client or by My OnCall Tech, L.P. Either party may update its contact information by providing written notice.
Electronic signatures and digital acceptance (including DocuSign or similar platforms) are fully valid and enforceable. Non-material updates may be delivered electronically and will take effect unless CLIENT provides written objection within 30 days.
Terms of Service Revision date: 01/09/2025
