Terms of Service

These terms (“Terms”) govern the utilization of Complete Technology Solutions, LLC, hereafter referred to as CTS, products and services outlined below. By engaging in an agreement with CTS, using CTS Services, or continuing to use the Services after being notified of changes to these Terms, you accept these Terms. The General Terms are applicable to all products and services listed below provided by CTS. Depending on the services contracted via CTS, you also agree to the specific terms for each service mentioned below: CTS Managed IT | CTS Cyber Security.

General Terms: Ordering IT Services

For the purposes of these Terms of Service (TOS), an Order refers to a fully signed Quote (in electronic or paper format) provided by CTS for your acceptance. The Quote describes the subscribed services (“Services”) and their pricing, signed by the Client either manually or electronically.

Termination

The Services can be terminated with cause by either Party if the other Party:

1. Fails to fulfill its obligations materially under the Agreement and does not remedy the failure within thirty (30) days of written notice.
2. Breaches any material term or condition of these Terms and does not rectify the breach within thirty (30) days of written notice. For breaches by the Client resulting in termination, such termination is deemed an “Early Termination” without cause, subject to the Termination Fee set forth below.
3. Terminates or permanently halts its business operations unless succeeded by a permitted assignee under the Agreement.

The parties anticipate a long relationship under these Terms. CTS will expend substantial capital and labor resources to provide Client the Services contemplated hereunder, including substantial setup and support Services, which are anticipated to be recovered over time. Notwithstanding the foregoing, the Services may be terminated by Client at any time, without cause, during the agreed term for Services (an “Early Termination”). In the event of an Early Termination without cause, Client must provide CTS 30 days’ written notice (“Notice Period”) of Client’s intent to terminate Services. Services will terminate upon the expiration of the Notice Period. Furthermore, damages to CTS associated with Early Termination would be difficult or impractical to determine. Therefore, both parties agree that in the event of termination by the Client without cause, as CTS’s sole and exclusive remedy therefore, Client will pay CTS as liquidated damages, and not as a penalty, an amount equal to four times the total monthly fee set forth in the Quote or most recent monthly statement, whichever is higher (“Termination Fee”).

It is agreed that the Termination Fee does not include the current month’s fee, or any discounts as addressed below, which the Client agrees to pay CTS for in addition to the Termination Fee.

The Client agrees to retroactively reimburse all received discounts applied to the monthly fee. Promotional rates will be invalidated, and standard rates specified in the relevant TOS will be applicable for previously received discounted services, alongside liquidated damages charges.

If the Client engaged CTS in additional services beyond the monthly agreement, and such services are incomplete upon agreement termination, the Client will pay (in addition to the above liquidated damages) CTS’s standard hourly rate multiplied by the hours performed for those services.

Moreover, some Third-Party Vendors, including Microsoft, charge annual Licensing Fees. The services and products by these third-party vendors may require “per seat” licenses from CTS (e.g., Microsoft 365, Office 365). Such licenses, once purchased, cannot be canceled or transferred. Regardless of termination, the Client must pay for all applicable licenses for the entire term. Once fully paid, Client can use the applications until the license term ends, even if they switch providers.

Irrespective of termination reason, CTS will assist in an orderly termination, including transferring services to another designated entity provided all outstanding balances have been paid. The Client shall pay actual costs for such assistance.

On termination, all non-Client-owned hardware and software installed by CTS for systems/network support shall be surrendered to CTS.

Third-Party Providers

Third-party providers enhance CTS services. Clients may be bound by third-party providers’ Terms and Conditions, available upon request.

Client Representation

Client designates a representative for systems/network support authorization. This representative should ideally be present during CTS service visits. Informing CTS of representation changes two weeks ahead is the Client’s responsibility.

Pricing for Selected Services

Rate fees are valid throughout the term (unless specified). Promotional rates offer lower costs for multi-year terms. Standard Rates are in the Quote. Promotional rates can be forfeited on Early Termination (see termination section).

Fee Schedule, Payment Terms, and Out of Scope Work

1. Monthly Fees

1. Monthly Fees exclude hardware, software, equipment, supplies, and out-of-pocket expenses.
2. The first installment is due upon Agreement execution, followed by the first day of each month.
3. A one-time onboarding fee will be billed separately.
4. Client pays applicable sales and other taxes, federal, state, etc., imposed on services.
5. Informing CTS about user changes within five business days is Client’s responsibility.
6. Monthly cost is determined by base program, support features, optional modules, setup costs amortized, all outlined in the Quote.

Additional Payment Terms

2. Monthly Fees increase by 5% annually after the initial term.
3. On-site work cost is billed at standard hourly labor rate if the Agreement doesn’t cover it.
4. Invoices arrive on the 1st for the following month’s service. Payment is due Net 30 days or on the first day of the following month, whichever is earlier. Overdue payments incur 1.5% interest per month.
5. Client informs of any reductions below original minimums in writing. Travel charges may apply for on-site calls outside standard service areas.
6. Payments are via automatic ACH transfer or credit card (with additional fee).
7. Remittance Method: Payments to CTS must be made via automatic ACH transfer or credit card payment (additional convenience fee applies).

Managed IT Services Standard Rates

The following rates reflect non-discounted standard pricing. Promotional and discounted rates are available based on contracted term length and service combinations, as set forth in the signed Quote.

Equipment Covered

CTS will provide Client IT Services for Client’s systems/network located at the physical Service Address(es) listed in the signed Quote.

Any additional critical devices added to the systems/network at the locations covered in the Quote without the consent or acknowledgement of CTS will not be honored or supported by CTS.

CTS reserves the right to renegotiate any and all rates based on additions of locations, hardware, software, hardware support requirements, and/or changes in IT Services as well as modify the Agreement (or any portion thereof) with a 30-day notice.

Out of Scope and Limitations

To ensure that our resources will provide fast, effective service, there are some services that are not covered and therefore considered outside the scope of the Agreement. Only those Services stated in writing in the signed Quote, or any subsequent Quote are offered under the monthly rate. Client may request CTS’s assistance with any services that do not appear in the Quote and Client acknowledges that they may incur additional charges. CTS will make a reasonable effort to notify clients of any out-of-scope engagements requiring separate billing before work is initiated.

CTS IT Services Support

CTS service desk handles issues and questions. CTS staff are available Monday through Friday, 8:00 AM – 5:00 PM Arizona time. After-hours support is available with best effort and not subject to SLA.

Priority Level 1 — General Questions and Support Requests

Call (480) 605-4465 or email helpdesk@cloud-cts.com. Business hours: 8:00 AM – 5:00 PM AZ time, Monday through Friday.

Priority Level 2 — After-Hours Emergency

Emergency calls outside business hours are handled via a cascading messaging system.

Priority Level 3 — Escalated After-Hours Service Issues

No-response emergencies escalate to higher management.

Service Ticket Entry Channels

Email helpdesk@cloud-cts.com (all packages) or call (480) 605-4465 for Customer Service (if included on your order).

For all service requests, the following information must be included. Failure may result in no action being taken:

• Requester’s Company / Organization Name
• Requester’s Full Name, or Name of Person they are opening the ticket on behalf of
• Best / Preferred Call Back Number(s)
• Basic Description of the Issue (for example: “My PC can’t connect to the Internet”)
• Severity of the problem
• The applications and versions you are working with
• Any recent changes made to the computer/system/network
• Any error messages and what was processing at the time the problem occurred
• If inquiring about a request or question, a description of the request and relevant details

If the above required information is not in the email request, and the Client cannot be easily determined from the email address and message contents, the Help Desk will be unable to contact the requester, and no further action will be taken.

CTS shall provide services as defined in the Agreement during business hours, unless otherwise specified in the signed Quote and in accordance with CTS’s IT Service policies then in effect.

Customer service will create or update a ticket for each call received, whether the issue is in or out of scope of the Agreement. For requests in scope, the technician will attempt to work the issue through to resolution. If there is a need for further investigation, CTS will follow up with the caller once the triage has been completed. When out of scope additional support is needed or the call is regarding a project, CTS will assign the ticket to the appropriate escalation or project resource, and they will follow up with the requester directly. CTS’s current hourly labor rate will be billed for Out-of-Scope services.

Periodic reboots for such devices as firewalls, routers, and servers are required to apply or activate critical update patches and configuration changes. CTS’s support services within this Agreement are predicated upon the Client’s support and commitment to providing time and scheduling for network device reboots with Client’s staff and user support.

The Help Desk can receive service requests via email and any such requests will automatically generate a ticket.

If the ticket cannot be resolved remotely during standard Service Hours, a reasonable effort may be made by CTS to resolve the issue outside Service Hours, depending on availability. If Client requests support outside of Service Hours or requests work to be performed that is determined to be Out of Scope of the Agreement, the client will be billed CTS’s current hourly labor rate.

Client-Provided Backup Solutions

It is understood that Client has been fully and adequately advised and understands the importance of implementing and utilizing an enterprise backup and disaster recovery solution to protect Client’s data held within its network. If Client advises CTS that it has a backup and data recovery solution currently in place and does not choose to use CTS for this service and CTS has vetted and approved Client’s existing backup and disaster recovery solution, CTS will support Client pursuant to the terms of the Agreement herein only. Further, Client agrees to keep said approved backup solution in place throughout the duration of this Agreement and provide CTS written documentation demonstrating the same. Should the backup and disaster recovery solution expire and/or not be in place at any time during the duration of the herein Agreement, Client understands that CTS cannot be held responsible for the validity, restoration, and protection of Client’s data.

Additionally, Client accepts full responsibility for any loss of its data, regardless of the cause, and if Client requests CTS to attempt to restore the lost data, Client agrees to pay CTS its current normal hourly fee for any labor expended (including Desktop labor or for Systems, Server, and Networking labor), by CTS to restore any lost data. In addition, Client will be solely responsible for any and all associated costs for restoration of the data including but not limited to the retention or involvement of third-party data recovery experts, travel expenses, licensing costs, etc. Alternatively, if at any time during the life of this agreement the customer’s data backup solution is not working or performing adequately, CTS, at its sole determination and discretion, may elect to install its backup and disaster recovery solution and Client agrees to pay CTS its standard fee for the self-installed backup solution.

CTS Cyber Security Services

Definitions of Service:

Cyber Advanced Security — Bronze

1. 2FA/MFA Authentication Support
2. Managed Antivirus & Endpoint Protection
3. Email Filtering & Anti-Phishing
4. Monthly Security Posture Report
5. DMARC As-a-Service

Cyber Advanced Security — Silver

1. Endpoint Detection & Response (EDR)
2. Continuous Vulnerability Scanning
3. Security Awareness and Phishing Simulation
4. Dark-Web Credential Monitoring

Cyber Advanced Security — Gold

1. 24×7 Threat Hunting & Alert Triage
2. Computer Encryption
3. Compliance Dashboard & Automated Reporting
4. Annual Security Assessments

CTS REQUIRES Client to purchase a separate Cyber Security Insurance Policy. Failure to purchase the policy will be a material breach of these Terms. Additionally, a robust data backup system is highly recommended either through CTS or self-managed on-site backup. CTS encourages Client to subscribe to CTS Workstation Backup & Recover, CTS Server Backup and Recover, and CTS O365/Google Single User Backup and Recover.