IMPORTANT: READ CAREFULLY
Streamline Technology Group, LLC TERMS AND CONDITIONS
Last Modified: September 1, 2021
“STG” or “Company” means Streamline Technology Group, LLC
“Client” or “You” means the business name on the Order Form or Agreements
“Agreement” means these Terms and Conditions, together with Order Forms other another Agreements and such other exhibits as You and STG may agree to under the provisions of these Terms and Conditions from time to time.
Invoicing and Payment Terms
At execution of the Agreement STG will invoice Client for a pro rata amount of the then current month’s regular monthly services and licenses as outlined in an Attachment to this Agreement plus any onboarding fee agreed to by the parties with such invoices due upon receipt. All invoices will be due and paid by Client within fifteen (10) days of receipt. In the event any specific project or services requires a different payment schedule which is defined and agreed to in writing by the parties, then parties then parties will follow that alternate invoicing and payment schedule for that specific project or service event.
The Agreement does not include sales tax. Applicable sales tax will be added to the customer’s invoice. If Customer is tax exempted, accompany your sales tax exemption certificate with the signed agreement.
Term, Renewal, and Termination
The initial term of each Order Form and/or Agreement is specified in the Order Form and/or Agreement (“Initial Term”) and shall automatically renew for subsequent 12-month terms unless either party notifies the other party of intent not to renew a minimum of sixty (90) days prior to the end of any active 12-month term or unless and until terminated by either party for other reasons as described below.
Any changes in the fees or rates charged for STG services will be made at the beginning of each new 12-month term provided (a) STG provides at least two (2) months’ notice of intended fee changes to Client prior to the end of any annual anniversary term or expiration date of this Agreement, (b) Client agrees in writing to such fee changes and (c) STG shall not attempt to increase any fee or service cost previously agreed to by the parties by more than seven (7) percent in a subsequent year.
In the event any third-party providing software resold by STG to Client increases or changes its fee structure or terms to STG then STG will promptly notify Client immediately upon awareness of such changes planned by the third party and Client will work with STG to attempt to come to mutual agreement on changes in Client’s pricing or use of such third-party software.
This Agreement may be terminated as follows: (i) Either party may terminate this Agreement at any time with a minimum of ninety (90) days’ written notice to the other party; (ii) Upon STG failure to perform or observe any material term or condition of this Agreement and failure to correct within thirty (30) days after receipt of written notice from Customer of such failure, Customer may terminate the service affected by such breach; or (iii) Upon Customer’s failure to pay any outstanding charges within fifteen (10) days of receipt of written notice from STG of delinquency, STG may terminate this Agreement immediately.
In the event Client terminates the Agreement prior to expiration of the term, then Client will pay a one-time cancellation fee of 80% of the remaining months for the current term.
Disclaimer of Consequential Damages
Neither Party shall be liable to the other Party for any incidental, consequential, exemplary, punitive, indirect, or special damages or costs (including lost profits, lost revenues, lost data, loss of security, loss of privacy, costs of recreating lost data, cost of procuring or transitioning to substitute services, or loss of use) resulting from any claim or cause of action based on breach of warranty, breach of contract, negligence (including strict liability), or any other legal theory, even if either or both of the parties knew, or should have known, of the possibility thereof.
During the term of the Agreement, and for a period of two (2) year immediately thereafter, Client agrees not to solicit for employment any employee or independent contractor of STG.
By virtue of this Agreement, each party may have access to information that is confidential to the other party. “Confidential Information” means any proprietary and/or non-public information obtained by each party that relates to the past, present or future business activities of each party or its customers, and its and their subsidiaries and affiliates or their respective employees, including any information relating to the products, plans, pricing, methods of business, customer, technical or engineering information, or information which is by its nature confidential and which is disclosed by one party, or such party’s (sub)contractor or agent to the other party. The parties agree to hold each other’s Confidential Information in confidence and, unless required by law, agree not to make each other’s Confidential Information available in any form to any third party for any purpose. Each party agrees to take all reasonable steps required to ensure that Confidential Information is not disclosed or distributed by its employees, agents or subcontractors in violation of the terms of this Agreement. Confidential Information of a party shall not include any information that:
Is or becomes part of the public domain or publicly available through no act or omission of the receiving party and through no breach of this Agreement.
Is known to the receiving party at the time of disclosure without an obligation to keep it confidential, as evidenced by documentation in the receiving party’s possession at the time of such disclosure.
Becomes rightfully known to the receiving party from another source without restriction on disclosure or use
The receiving party can show is independently developed by the receiving party without the use of or any reference to Confidential Information
STG may subcontract to other parties some of STG’s obligations to Client or other activities performed by STG under this Agreement provided Client is made aware of the subcontractor work and scope by STG. No such subcontracted activity will release STG from any obligations to Client and STG will ensure all protections including but not limited to those related to Confidential Information of Customer will be passed on in a legally enforceable way to all subcontractors used by STG.
With the exception of customer payment for services rendered, neither party shall be responsible for any failure to perform, nor delay caused where such failure or delay is due to circumstances reasonably beyond the party’s control.
Third Party Products
Under no circumstances shall STG have any responsibility or liability to Client with respect to any product or service provided by a third party under which STG did not subcontract and had no control over the performance of that product or service.
Cyberattacks / Ransomware
STG provides cybersecurity safeguards to protect your devices against cyberattacks such as ransomware, malware, etc., which is outlined in your specific IT package. In addition, we will constantly provide recommendations to improve your security posture for your organization. However, there is no silver bullet that can guarantee your organization will not experience a cyberattack. If you experience a cyberattack, STG will bill our hourly rate for our services
If part of the monthly services paid for by Client, STG will perform backups of Client data on at least a monthly basis and provide access or copies of all such backups to Client upon completion. Upon termination of this Agreement or suspension of services by STG for any reason STG will provide a final backup of all data to Client in Excel files, via relational database, or some other format accessible and agreeable to Client.
Access to Systems
The Client agrees to allow STG to install software on Clients Equipment that allows STG’s technicians access to systems at any time. This software allows STG to view system statuses, send monitoring information, see users’ desktops, and control Clients PC’s. This may require that devices are left on overnight or weekends.
Procurement of all software licenses not resold to Client by STG is the responsibility of Client and not STG. With respect to such licenses procured by Client, Client holds STG harmless against any claims, allegation, loss, damage, or expense arising directly or indirectly from any unauthorized use by Client or for any breach of any software license in respect of software provided to STG by Client to be installed on a system.
Changes to Terms and Conditions
Any changes to the face of this Agreement or to any incorporated documents, Exhibits, or Attachments must be made as a written amendment and signed by both parties.
Additional Terms and Conditions
Waiver of damages. Neither party hereto shall be liable to the other party or any other person or entity for any special, exemplary, punitive, consequential, or incidental damages for a breach of this agreement (including, but without limitation, lost profits), whether caused by negligence or otherwise, even if advised of the possibility of such damages. Legal disputes under this contract exclude consequential damages.
All services provided by STG makes no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the services or products provided. Unless prohibited by law, STG disclaims all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for any particular purpose, non-infringement or quiet enjoyment, and any warranties arising out of course of dealing of usage of trade.