Atlantic Office Technologies (AOT)
Terms of Service Agreement
Introduction
This Terms of Service Agreement (this “Agreement”) is entered into by and between Atlantic Office Technologies (AOT), a Virginia corporation with offices at 1202 W Little Creek Rd, Norfolk, VA 23505 (“Company”), and the undersigned client (“Client”).
This Agreement becomes effective on the date of signature (the “Effective Date”) and will remain in effect for a period of three (3) years, unless terminated earlier in accordance with its terms.
1. Scope of Services
AOT provides services to the Client under one or more Statements of Work (SOWs) and/or Task Orders (TOs).
Statements of Work (SOWs):
Define the work to be performed, responsible parties, timelines, and costs.
Must be issued by AOT and signed by the Client.
Modifications must be in writing and signed by both parties.
Task Orders (TOs):
Short, 1-page forms used to initiate, alter, or add tasks (similar to change orders).
Must be initialed by AOT and accepted by the Client.
Each SOW and TO is incorporated into this Agreement by reference.
2. Payment Terms
Payment is due within 15 days of the invoice date or completion of work (whichever comes first), unless otherwise specified in a SOW.
Prepaid or service plan fees must be paid in advance.
Late payments accrue interest up to 5% per month (or the maximum allowed by law).
Client is responsible for attorneys’ fees, collection costs, and court expenses for unpaid balances.
Payment obligations are time-sensitive and must be met promptly.
3. Credit Policy
AOT may set and adjust credit limits.
Faster payments or deposits may be required to remain within limits.
Service delivery may be modified to comply with credit policy.
Policy is applied fairly based on payment history, agreements, and conditions.
If not followed, AOT may suspend or stop services, with notice.
4. Authorized Contacts
The Client must designate Authorized Contacts to communicate with AOT.
Responsibilities of Authorized Contacts:
Act as primary communication points.
Can approve instructions, SOWs, and change orders.
AOT will act on their directions unless notified otherwise in writing.
Changes to Authorized Contacts:
Must be submitted in writing.
Include full contact details.
5. Access for Services
On-Site Services: Client grants AOT access to premises for IT service delivery.
Off-Site Services: Client is responsible for securing necessary permissions and permits.
Access Information: Client must provide passwords, keys, or credentials needed.
Failure to Provide Access: AOT is not responsible for delays or failures caused by denied access.
6. Client Responsibilities
Provide all access details, login credentials, domain information, and registrar details.
Respond to AOT information requests within 10 business days.
AOT securely manages all credentials in compliance with Virginia law.
Failure to provide information may delay service; no discounts or refunds apply.
7. Warranties & Limitations of Liability
Third-Party Products
Provided “as is.”
AOT will pass along manufacturer warranties where possible.
AOT not liable for third-party product performance.
AOT Liability
Not liable for equipment/software failures or resulting losses.
Client Obligations
No illegal use of systems (e.g., SPAM).
Unauthorized modifications void warranties.
Financial Limits
No liability for indirect losses (profits, data, goodwill).
Damages capped at the average three months’ service fees prior to incident (excluding hardware/software).
8. Indemnification
Each party protects the other against losses caused by negligence, misconduct, or breach.
Includes covering attorney fees and damages.
Covers intellectual property claims, unless caused by the other party.
9. Intellectual Property
Each party retains ownership of its own IP.
Client may use AOT’s IP during the agreement, but cannot reverse engineer or resell.
Rights end at termination.
10. Termination
By Mutual Consent:
Agreement or SOWs may be ended by written agreement.
Notice-Based Termination:
30 days’ notice required; effective at end of calendar month.
Termination for Breach:
Written notice and 10 days to cure.
If not cured, immediate termination allowed.
Obligations After Termination:
Client must allow removal of AOT equipment.
AOT will return client data in CSV format within 15 days.
Transition assistance billed at hourly rate.
AOT not responsible for data retention beyond 15 days.
11. Service Availability & SLA (Schedule 1)
Standard Helpdesk Hours:
Monday–Friday, 8 AM–6 PM EST (excluding federal holidays).
Requests outside hours handled next business day.
Emergency After-Hours Support:
Call 757-466-8862 and leave message.
Technician will return call within 60 minutes on a best-effort basis.
If unavailable, issue prioritized next business day.
All after-hours support is billable at emergency rates.
Service Targets:
Uptime Commitment: 99.5% per calendar month.
Response/Resolution Goals (Business Hours):
P1 Critical: 30 min response / 4 hr resolution
P2 High: 1 hr / 8 hrs
P3 Medium: 4 hrs / 2 business days
P4 Low: 1 business day / 5 business days
Exclusions:
Scheduled maintenance (2–4 AM daily).
Client-caused downtime.
Third-party or ISP outages.
Force majeure events.
Service Credits:
5% of monthly fee per full hour of downtime (capped at 25%).
Must be requested within 30 days.
12. Confidentiality
AOT will protect client data with high standards.
Not responsible for information already public, independently developed, or legally obtained from third parties.
Disclosure required by law will be communicated to Client when possible.
Client responsible for costs if legal disclosure is required.
13. Hardware & Software Policies
Hardware Upgrades: Recommended every 3–5 years.
Unsupported Devices: Workstations older than 7 CPU generations billed at $40/device/month.
Unsupported Software: AOT does not support end-of-life, unlicensed, bootleg, or open-source software.
Line of Business Apps: AOT supports infrastructure but not the applications directly (e.g., QuickBooks, AutoCAD).
14. Repair & Onsite Service
In-Shop Repairs: No guaranteed turnaround; updates provided via ticketing system.
Unnecessary Visits: If issue is resolved before technician arrival, standard hourly rate applies.
Remote Support First: Most issues handled remotely; onsite billed hourly if requested unnecessarily.
15. Client Communication Policies
All requests must be submitted through support@teamaot.com or by calling 757-466-8862.
Employee departures must be reported immediately to revoke access.
Workstation setup requires 10 business days’ notice; rush fees may apply.
16. Miscellaneous Provisions
Assignment: Cannot assign without written consent.
Amendments: Must be in writing, signed by both parties.
Claims: Must be filed within 1 year.
Severability: Invalid clauses don’t affect remainder.
Force Majeure: No liability for uncontrollable events.
Non-Solicitation: Neither party may hire the other’s staff for 1 year post-termination.
Insurance: Both parties must maintain coverage.
Jurisdiction: Governed by Virginia law; disputes resolved in Norfolk, VA courts with binding arbitration.
Independent Contractors: Both parties remain independent entities.
Subcontractors: AOT may use them but remains fully responsible.
Electronic Signatures: Binding and valid.
No-Show Fees: Charged for missed scheduled meetings.
Support Hours: 8 AM–6 PM EST; emergency after-hours best effort.
Third-Party Repairs: Work done without AOT approval excluded from coverage.
17. Definitions
Arrival Fee: One-time charge for deploying a technician.
Helpdesk Support: Centralized service for IT issues via ticketing system.
Common User-Resolved Tasks: Basic steps (rebooting, power checks, printer jams, password resets, etc.) expected before onsite dispatch.