Services Agreement | We Solve Problems

Part One — General Terms

This Services Agreement is between We Solve Problems, LLC (“Provider,” “we,” “us,” “our”) and the client identified on the applicable quotation, estimate, statement of work, proposal, or order (the “Order”).

It has three Parts. Part One applies to every client. Part Two applies where the Order includes Managed IT Services. Part Three applies where the Order includes Managed Compliance Services. A Part that does not apply to Client’s Order has no effect.

This Services Agreement, the Order, and any Service Attachment referenced on the Order together form the agreement between the parties (the “Agreement”).

Client accepts the Agreement by signing an Order or by using the Services.

If there is a conflict between the Order, this Services Agreement, and any Service Attachment, the Order controls, then the applicable Service Attachment, then this Services Agreement.

1. Services

1.1 What we deliver

The services we will deliver (the “Services”) and the fees for them are described in the Order and in one or more Service Attachments referencing this Agreement. We deliver only what the Order itemizes. Additional services require a new Order.

1.2 What we may decline

We may decline to perform any requested service that is unlawful, that would require us to breach a third party’s license, or that falls outside the services we ordinarily provide.

1.3 Business Hours

“Standard Business Hours” means Monday through Friday, 9:00 a.m. to 6:00 p.m. Pacific Time, excluding our observed holidays. Where an Order states extended or earlier coverage for Client, those are Client’s Business Hours for every purpose under this Agreement, and the Order’s rate applies to them.

Client submits support requests through the channels we designate. A request sent outside those channels — to an individual’s mobile number, a personal address, or in passing — is not tracked and does not start any response clock.

Response targets are stated in the Part or Service Attachment governing the Services purchased.

1.4 Independent contractor

We perform all Services as an independent contractor, not as Client’s employee, agent, or representative. Nothing in this Agreement creates a partnership, joint venture, or fiduciary relationship.

2. Our advice, and the limits of it

In plain terms. We give you our professional opinion. We are not your lawyer, your accountant, or your compliance auditor, and nothing we say is a guarantee that a product or configuration makes you compliant with a law. You make the final call on your own business.

2.1 Recommendations are opinions, not statements of fact

Our recommendations regarding products, vendors, configurations, architectures, and use cases — including artificial intelligence tools — are professional opinions offered as one or more reasonable options. They are not representations of fact regarding suitability, safety, accuracy, security, or regulatory compliance.

Client acknowledges that it exercises its own independent business judgment in selecting, approving, purchasing, and using any product, vendor, or configuration, and that Client is solely responsible for evaluating whether a recommendation fits its circumstances.

2.2 We do not give legal, accounting, or regulatory advice

We do not provide legal, accounting, tax, medical, or regulatory advice. No statement by us — written or oral, in a report, assessment, business review, email, ticket, or conversation — constitutes a legal opinion, a certification, an attestation, an audit, or a determination that Client is compliant with any law, regulation, framework, or standard.

Where a matter requires a legal or regulatory determination, Client is responsible for obtaining it from a licensed professional of its own choosing.

No attorney-client relationship. We Solve Problems, LLC is a technology company, not a law firm, and it does not provide legal services. One or more of our personnel holds an active license to practice law. Those individuals act for us solely in a technology and business capacity, and not as Client’s attorney.

Nothing in this Agreement, and no communication between Client and any of our personnel in the course of the Services, creates an attorney-client relationship, and no such communication is protected by the attorney-client privilege or the work-product doctrine. Client should not send us material it intends to be privileged, and should engage its own counsel where it needs advice that is.

If Client wishes to engage any of our personnel for legal services, that engagement is separate from this Agreement, is with a law practice rather than with us, and requires its own written engagement letter.

2.3 Assessments and reports

Any assessment, audit summary, risk report, business review, roadmap, or similar deliverable describes our observations at a point in time, based on the information available to us and the access we were given. It is not a certification, a guarantee of security, or a statement that Client meets any legal or regulatory requirement. Findings may be incomplete, and the absence of a finding is not evidence that a problem does not exist.

2.4 Recommendations Client declines

From time to time we may recommend security, compliance, or configuration measures. We are under no obligation to do so. If Client declines or does not implement a recommendation, Client is responsible for the consequences of that decision, including any resulting fines, breach-notification costs, ransomware or malware costs, restoration, forensic investigation, or business interruption.

3. Fees and payment

3.1 Service fees

Fees are set out in the Order. Unless the Order says otherwise, services outside the Order’s scope are performed on a time-and-materials basis at our then-current rates.

3.2 Adjustments

Usage changes. We may adjust fees where the Order or a Service Attachment ties pricing to a count (users, devices, sites, endpoints) and that count changes.
Pass-through charges. Where a governmental or quasi-governmental authority requires us to collect or remit an amount, we may pass it through.
Third-party price changes. Where a Third-Party Service Provider raises its price to us, we may pass the increase through on thirty (30) days’ notice.
Rate increases. We may raise our rates on at least sixty (60) days’ written notice. If an increase exceeds ten percent (10%) in any twelve-month period, Client may terminate the affected Order without penalty by giving written notice within thirty (30) days of our notice.
Off-boarding. Transitioning Services to Client or to another provider may require a separate billable project under its own Order at our then-prevailing rates.
Client delay. If we cannot begin delivering Services on the start date because of something on Client’s side, fees begin to accrue on the start date anyway.

3.3 Expenses

Client reimburses our reasonable, documented out-of-pocket expenses incurred in performing the Services, including incremental third-party fees, travel, lodging, and meals. Expenses above five hundred dollars ($500) require Client’s prior approval.

3.4 Payment terms

Client pays each invoice in full by the due date shown on it. Amounts not paid by the due date accrue a late charge of one-and-one-half percent (1.5%) per month or the maximum lawful rate, whichever is less.

If Client disputes an invoice in good faith, Client must notify us in writing before the due date, describing the nature and basis of the dispute. Client pays the undisputed portion by the due date. The parties will work to resolve the disputed portion within thirty (30) days; if we determine an amount should not have been billed, we credit it against the following month’s fees.

3.5 Payment method and auto-pay

We invoice through our finance system. Payment is by ACH. We do not accept credit cards.

Where Client enrols in automatic ACH payment, fees are debited from the designated account on the schedule stated on the invoice, and a five percent (5%) discount applies to recurring Service Fees. Quoted pricing assumes that discount. Client will tell us promptly of a change to the account or to an authorised signer. Client may withdraw its authorisation in writing at any time; a withdrawal received within a billing cycle may not take effect until the following cycle.

We hold Client’s banking details in confidence under section 6 and limit access to personnel who need it.

3.6 Increments and after-hours rates

Hourly work is billed in quarter-hour (fifteen-minute) increments.

Services requested outside Business Hours are billed at one-and-one-half (1.5) times the hourly rate on the Order, with a one-hour minimum per incident. Services on observed holidays are billed at two (2) times that rate, with a one-hour minimum per incident. We may adjust our observed holiday schedule from time to time and will publish it.

3.7 Suspension for non-payment

If Client fails to pay amounts owed when due, we may suspend Services and withhold Confidential Information on at least ten (10) business days’ prior written notice, in addition to any other remedy. We will not suspend Services over an amount Client has disputed in good faith under section 3.4.

After suspension, and once Client has paid in full, we may restore the Services after confirming that the environment still meets the standards in the applicable Service Attachment. A reactivation fee equal to one month of Service Fees applies.

3.8 Taxes

Fees are exclusive of sales, use, excise, and services taxes. Client pays those taxes directly to the authority or reimburses us for paying them.

4. Term and termination

4.1 Term

This Services Agreement begins on the Order Effective Date and remains in effect until terminated under this section.

4.2 Termination of this Agreement

Either party may terminate this Services Agreement on at least thirty (30) days’ advance written notice. Terminating it does not by itself terminate any Order or Service Attachment; it remains in effect until every Order and Service Attachment has terminated or expired on its own terms.

4.3 Termination for cause

Either party may terminate this Services Agreement and every Order immediately on written notice if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days of written notice describing it, or if the other party ceases business operations, becomes insolvent, or makes an assignment for the benefit of creditors.

4.4 Effect of termination

On termination, and provided Client is current on all amounts owed, we will assist in the orderly transition of the Services, billed at our then-prevailing rates under a separate Order. We will provide a copy of Client Data in a commercially reasonable format on request, for a data-copy fee at our then-prevailing rates.

Thirty (30) days after termination we have no further obligation to retain Client Data and may delete it, unless a legal hold or applicable law requires otherwise.

5. Intellectual property

5.1 What we own

Our pre-existing materials — our methodologies, templates, scripts, tooling, configurations, documentation, know-how, and any improvements to them — remain ours. Where we create something for Client that is derived from or built on those materials, it remains ours, and we grant Client the license in section 5.3.

5.2 What Client owns

Client Data is Client’s. Anything we build for Client that is not derived from our pre-existing materials, and that the Order identifies as a Client deliverable, is Client’s on payment in full for it.

5.3 License to Client

For any of our materials installed on Client’s systems or delivered as part of the Services, we grant Client a non-exclusive, royalty-free license to use them for Client’s internal business purposes for the term of the Agreement. The license ends when the Agreement ends.

5.4 License restrictions

Client will not modify, copy, or create derivative works from our materials; distribute or provide them to any third party; use them to build a competing product or service; or reverse engineer them except as applicable law permits.

5.5 Feedback

If Client gives us suggestions or feedback about our services, we may use it without restriction or obligation.

6. Confidentiality

6.1 Confidential Information

Each party may be exposed to the other’s confidential or proprietary information. Each party will hold the other’s Confidential Information in confidence and will not disclose it to any third party except as this section permits.

Confidential Information includes: our unpublished pricing, audit and security reports, network and firewall configurations, credentials, business plans, methodologies, and proprietary technology; Client’s data and content stored on or transmitted through systems we manage; and any information either party marks or identifies as confidential.

6.2 What is not confidential

Confidential Information does not include information that is public through no fault of the recipient, that the recipient already had without obligation, that the recipient receives from a third party free to disclose it, or that the recipient independently develops.

6.3 Required disclosure

Either party may disclose Confidential Information where compelled by law, court order, or a regulator, provided it gives the other party prompt notice where legally permitted so the other party can seek protection.

6.4 Permitted disclosures of this Agreement

Either party may disclose the Agreement and its terms to its own attorneys, accountants, auditors, insurers, lenders, and prospective acquirers, each under an obligation of confidentiality, and as required by law or regulation. Neither party will otherwise publish the Agreement’s commercial terms.

6.5 Use of Client’s name

We may identify Client by name, logo, and industry as a customer of ours in our marketing materials and on our website. Client may withdraw that permission at any time on written notice, and we will stop using it on a going-forward basis within thirty (30) days.

7. Client obligations

In plain terms. We can only do our job if we can reach your systems, if your environment meets a baseline, and if you tell us what is changing. This section is the list.

7.1 Access and cooperation

Client will provide, at no cost to us and in a timely manner, the access, information, credentials, working space, and cooperation we need to perform the Services, including a designated contact person. We are not liable for a deficiency in the Services that results from Client’s failure to do so.

Client grants us standing permission to access Client’s systems remotely for the purpose of delivering the Services, without needing to request consent for each session.

7.2 Environment baseline

Client’s environment must meet the minimum standards set out in the applicable Service Attachment. Costs to bring the environment up to those standards are not included in the Service Fees.

7.3 Software licensing

Client represents that it holds valid licenses for all software in its environment and for any software it asks us to install, access, or modify. Client is responsible for its own license compliance and for maintaining license records. We will not knowingly support unlicensed software. Assistance with a software audit is billable at our then-prevailing rates.

7.4 Unsupported software

We are not responsible for consequences arising from software that is no longer supported by its publisher. Where Client chooses to keep running unsupported software after we have identified it, Client accepts the risk of doing so.

7.5 Backups

Unless an Order or Service Attachment expressly places backup responsibility with us, Client is responsible for maintaining a complete, independent, off-site backup and for verifying that backups are made and are restorable.

Where an Order does place backup responsibility with us, our obligation is to configure, monitor, and remediate the backup service described in that Order in a professional and workmanlike manner. No backup system is perfect, and our liability for a backup failure is governed by section 11.

7.6 Network security

Client is responsible for the physical security of its premises and hardware, and for training its personnel to recognize phishing, malware, and social engineering.

Where the Order includes security services, we will use commercially reasonable efforts to protect Client’s environment. No security system prevents every attack. We are not responsible for the criminal acts of third parties, including intrusion, ransomware, credential theft, or fraud, except to the extent our own negligence or wilful misconduct caused the loss.

7.7 Network changes

Client will notify us by email of significant proposed changes to its environment and give us a reasonable opportunity to comment before making them. Evaluating a change request may require research, design, and testing that is billable at our then-current rates.

7.8 Fraud and theft of service

Client will notify us immediately if it becomes aware that Services are being used fraudulently. Client is responsible for charges arising from fraudulent use of its accounts or Equipment, except where the fraud results from our negligence or wilful misconduct.

8. Equipment and software we supply

8.1 Equipment

“Equipment” means hardware we install at Client’s premises or ship to Client to facilitate the Services. It does not include hardware we sell or procure on Client’s behalf.

Equipment remains ours and is provided on a rental or temporary basis. This Agreement transfers no ownership.

Client will take reasonable care of the Equipment and will not damage, tamper with, move, repair, or install software on it. Client is financially responsible up to full replacement value for loss or damage other than loss or damage we cause. Client will maintain insurance covering the Equipment at full replacement value, naming us as an insured beneficiary, and will produce evidence of it on request.

Client will provide the power, network connection, and environment the Equipment needs, and will not remove our ownership markings.

On termination, Client will allow us reasonable access to retrieve the Equipment, or will return it by a carrier of our choosing at our expense. Client is responsible for removing Client Data from the Equipment before return; we are not responsible for data left on returned Equipment.

8.2 Software

“Software” means software we install or provide to facilitate the Services. This Agreement transfers no right, title, or interest in it. Client’s use is subject to any applicable end-user license, a copy of which we will make available on request.

Client will not distribute, copy, modify, rent, sell, transfer, or reverse engineer the Software except as applicable law permits.

9. Warranty

9.1 Service warranty

We warrant that the Services will be performed in a professional and workmanlike manner, consistent with the standard of care ordinarily exercised by managed service providers performing comparable services.

Services are deemed accepted unless Client notifies us in writing within thirty (30) days after performance that the Services did not conform. We will promptly correct any non-conformity.

9.2 Disclaimer

In plain terms. We do not promise the Services will never fail, never be interrupted, or meet every expectation you have. Beyond the warranty above, there are no other warranties.

EXCEPT AS SET OUT IN SECTION 9.1, THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT EVERY ERROR, THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, OR THAT ANY ENVIRONMENT WILL BE COMPLETELY SECURE. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

9.3 Exclusive remedy for breach of warranty

For a breach of the warranty in section 9.1, Client’s exclusive remedy is our correction of the deficient Services. If we cannot substantially correct the deficiency within a commercially reasonable time, Client may terminate the affected Services and we will refund pre-paid fees for the terminated Services covering the period after the effective date of termination. This remedy does not limit Client’s rights under section 11 for a claim arising from our negligence or wilful misconduct.

10. Third-party services

10.1 How they work

We use third-party products and services to deliver the Services (“Third-Party Services”). The current list, with links to each provider’s terms, is the Schedule of Third-Party Services, which we may update and which is incorporated by reference.

Client’s rights regarding a Third-Party Service are governed by that provider’s terms. We are not responsible for the acts or omissions of Third-Party Service Providers, and we make no warranty regarding their products.

10.2 Data access

Where Client purchases or enables a Third-Party Service in connection with the Services, Client acknowledges that the provider may access Client Data as needed for interoperation, that the access is outside our control, and that Client’s use of the service constitutes its consent to that access.

10.3 Fees

Unless we expressly agree otherwise in writing, Client is responsible for Third-Party Service fees, including any charges for disconnecting or terminating a service with a prior carrier or provider.

11. Limitation of liability

In plain terms. If something goes wrong and it is our fault, there is a ceiling on what we owe. The ceiling is the larger of what our insurance actually pays for the claim or a year of your fees — so if a carrier denies a claim, you still have a real remedy. Neither of us owes the other for indirect losses like lost profits.

11.1 Cap

EXCEPT AS PROVIDED IN SECTION 11.3, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO ACTUAL, DIRECT DAMAGES NOT EXCEEDING THE GREATER OF:

(A) THE PROCEEDS OF OUR APPLICABLE INSURANCE ACTUALLY RECEIVED FOR THE CLAIM; OR

(B) THE AMOUNTS ACTUALLY PAID BY CLIENT TO US UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 Consequential damages

NEITHER PARTY IS LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY. THIS SECTION DOES NOT LIMIT CLIENT’S OBLIGATION TO PAY FEES OWED.

11.3 What the cap does not cover

The limitations in sections 11.1 and 11.2 do not apply to: a party’s indemnification obligations under section 12; a breach of confidentiality under section 6; Client’s obligation to pay fees; or liability that cannot be limited under applicable law, including a party’s own fraud, wilful misconduct, or gross negligence.

11.4 Reformation

If any limitation in this section is held unenforceable, it will be reformed to the maximum limitation permitted by law rather than struck, and the remaining limitations continue in full force.

11.5 Basis of the bargain

Each party acknowledges that the fees reflect the allocation of risk in this section, that it would not enter into this Agreement on these commercial terms without it, and that the allocation is fair and reasonable.

11.6 Time limit on claims

Other than a claim by us for non-payment, no claim arising out of this Agreement may be brought more than one (1) year after the date on which the claiming party knew or reasonably should have known of the facts giving rise to it.

12. Indemnification

12.1 By Client

Client will defend, indemnify, and hold us harmless from third-party claims, and resulting costs including reasonable attorneys’ fees, arising from:

our use, access, or modification of software at Client’s direction infringing a third party’s intellectual property rights;
software licensing or license-compliance claims relating to Client’s environment;
Client’s breach of a law or regulation applicable to Client or Client’s industry, including data privacy and breach-notification laws; and
Client’s use of any output, recommendation, or deliverable in a manner this Agreement does not contemplate.

12.2 By us

Subject to section 11, we will defend, indemnify, and hold Client harmless from third-party claims, and resulting costs including reasonable attorneys’ fees, arising from our negligent act, error, omission, or misrepresentation, or our breach of this Agreement.

12.3 Procedure

The party seeking indemnity will give prompt written notice of the claim, allow the indemnifying party to control the defense with counsel of its choosing, and cooperate reasonably. The indemnifying party will not settle a claim in a way that imposes an obligation or admission on the other party without its consent, not to be unreasonably withheld.

13. Insurance

13.1 Our coverage

We will maintain, during the term and subject to availability on commercially reasonable terms, professional liability insurance including errors and omissions with limits of at least one million dollars ($1,000,000) per claim and in the aggregate, together with commercial general liability and cyber liability coverage appropriate to our business.

We will provide a certificate of insurance on request. If a coverage line becomes unavailable to us on commercially reasonable terms, we will notify Client within thirty (30) days and the parties will discuss in good faith whether an adjustment to the Agreement is warranted. A lapse arising from market unavailability is not a breach of this section, but it does not reduce the cap in section 11.1(b).

13.2 Client’s coverage

Client will maintain at least one million dollars ($1,000,000) in coverage, including commercial general liability, workers’ compensation as required by law, and first-party cyber liability. Client’s insurance is primary with respect to Client’s own losses. Each party waives, and will ask its insurers to waive, rights of subrogation against the other for losses covered by insurance.

13.3 Insurance applications

If Client asks, we may help Client complete a technical questionnaire for an insurance application. Client is solely responsible for reviewing the information for accuracy and for any consequence of an inaccuracy in its own application.

14. Data privacy

14.1 Client Data

Client Data is and remains Client’s property and is Confidential Information. We will not use, edit, or disclose Client Data except to deliver the Services, at Client’s request, or as required by law. We access Client accounts and data only to deliver the Services or respond to a request.

14.2 Regulated data

“Regulated Data” means data subject to HIPAA, GLBA, CMMC, FERPA, a state privacy statute, or a comparable regime.

The Data Processing Agreement applies automatically wherever the Services involve Regulated Data, whether or not an Order says so, and its Parts apply according to the regimes actually engaged. No separate signature is required; it is incorporated by the Order like every other document.

Client will tell us which regimes apply to it, and will tell us promptly when that changes. Where Client gives us Regulated Data without telling us, the Data Processing Agreement still governs, but Client is responsible for the consequences of our not knowing, and we may suspend the affected Services until the position is clear.

14.3 Our compliance

We will comply with the data protection laws applicable to us in our role as a managed service provider and with the Data Processing Agreement where one is in place. We are not responsible for Client’s compliance with laws applicable to Client or Client’s industry.

15. Artificial intelligence

In plain terms. We use AI tools in our own work. You use AI tools at your own discretion. The Service Attachment for AI Services governs anything we build, deploy, or operate for you.

15.1 Our use of AI

We may use AI tools in delivering the Services to improve efficiency, automate tasks, and analyze data. We remain responsible for the Services we deliver under section 9.1 regardless of the tools we use to deliver them.

15.2 Client’s use of AI

Client’s selection and use of AI tools is Client’s decision. Where the Order includes AI Services, the Service Attachment for Artificial Intelligence Services governs.

16. Personnel

16.1 No solicitation

During the term and for twelve (12) months after it, neither party will knowingly solicit for employment any employee or contractor of the other party who was directly involved in delivering or receiving the Services.

This section does not restrict either party from making a general public advertisement or recruitment campaign not targeted at the other party’s personnel, or from hiring a person who responds to one. It does not restrict any individual’s right to seek or accept employment with anyone.

16.2 Remedy

If a party breaches section 16.1, the parties agree that actual damages would be difficult to determine and that a payment equal to twenty-five percent (25%) of the affected person’s annualized compensation is a reasonable estimate of the hiring party’s recruiting and training cost. This is the non-hiring party’s sole monetary remedy for the breach.

17. Dispute resolution

17.1 Good-faith discussion

The parties will attempt to resolve any dispute by direct discussion between senior representatives within thirty (30) days of written notice of the dispute.

17.2 Arbitration

Failing resolution, any dispute arising out of or relating to this Agreement will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, conducted in English, seated in Los Angeles County, California, or at another location the parties agree on. Judgment on the award may be entered in any court of competent jurisdiction.

Either party may seek injunctive relief, and we may bring a claim for non-payment, in a state or federal court located in Los Angeles County, California.

17.3 Costs

Each party bears its own expenses and the parties share the arbitrator’s and the AAA’s fees equally. The prevailing party in any arbitration or litigation is entitled to an award of reasonable attorneys’ fees and costs.

17.4 Collection costs

Client will pay our reasonable costs of collecting past-due amounts, including attorneys’ fees, court costs, and collection agency fees.

17.5 Services continue

Unless we are bringing an action for non-payment of undisputed amounts, we will continue to deliver the Services and Client will continue to pay for them while a dispute is being resolved.

18. General

18.1 Notices

Notices must be in writing and are effective on personal delivery, on confirmed delivery by courier, on the date sent by email to the address on the Order with confirmation of receipt, or on the third business day after deposit in the U.S. Mail, certified, return receipt requested, addressed as shown on the Order. Either party may change its notice address by written notice.

Notices to us: We Solve Problems, LLC, attention Legal, at the address on the Order, with a copy to [email protected].

18.2 Amendment

We may amend this Services Agreement, the Service Attachments, and the Schedule of Third-Party Services from time to time. We will post the amended version and give Client at least thirty (30) days’ notice before it takes effect.

If an amendment materially and adversely affects Client, Client may terminate the affected Order without penalty by giving written notice within thirty (30) days of our notice, and the prior version continues to govern until that termination takes effect. Fees stated in an Order may not be changed by amendment; they change only under section 3.2 or by a new Order.

Versions. We publish each document at a permanent address and archive every prior version at its own dated address. The version in effect on an Order’s Effective Date remains available there for as long as that Order is alive, so either party can establish what was agreed on a given day. Updating a published document does not require reissuing or re-signing any Order.

The Schedule of Third-Party Services is data, not terms. Adding, removing, or replacing a vendor takes effect when we publish it and does not require notice under this section, unless the change materially affects how Client’s data is handled.

18.3 Corrections

If we discover a material error in an Order before the Service Start Date — a pricing miscalculation, a scoping error, a wrong count — we will notify Client promptly and the parties will negotiate in good faith to correct it. If they cannot agree, either party may terminate that Order without penalty before the Service Start Date.

After the Service Start Date, an Order may be corrected only by a written amendment both parties sign.

18.4 Force majeure

Neither party is liable for a failure of performance caused by events beyond its reasonable control, including fire, flood, power interruption, national or regional emergency, epidemic, public health order, civil disorder, terrorism, strike, act of God, or governmental order. The affected party will give prompt written notice. If the condition lasts more than thirty (30) days, either party may terminate the affected portion of the Agreement on thirty (30) days’ written notice. Client pays for Services completed or in progress through the effective date.

This section does not excuse Client’s obligation to pay for Services already delivered.

18.5 Assignment

Neither party may assign this Agreement without the other’s prior written consent, not to be unreasonably withheld. Either party may assign it without consent in connection with a merger, a change of control, or a sale of substantially all of its assets, on written notice to the other.

We may subcontract delivery of some or all of the Services. Subcontracting is not an assignment, and we remain responsible for performance.

18.6 Governing law and venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. For any matter not subject to arbitration under section 17, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.

18.7 Litigation holds and e-discovery

If we receive a litigation hold, subpoena, or request for assistance with litigation or e-discovery concerning Client’s data, we will use reasonable efforts to comply and will notify Client promptly where legally permitted. Assistance is billable at our then-prevailing rates and is not included in the Services. Responding to a legal process directed at Client remains Client’s responsibility.

18.8 Severability

If any provision is held invalid, the remainder continues in force and the invalid provision is reformed to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

18.9 Waiver

No delay or partial exercise of a right waives it.

18.10 Survival

Sections 2, 5, 6, 11, 12, 16, 17, and 18 survive termination or expiration.

18.11 Third-party beneficiaries

This Agreement benefits only the parties and their permitted successors and assigns.

18.12 Notifications

Client permits us to send service alerts, notifications, and operational correspondence relating to the Services.

18.13 Entire agreement

The Order, this Services Agreement, the applicable Service Attachments, the Schedule of Third-Party Services, and any Data Processing Agreement are the entire agreement between the parties on this subject and supersede all prior understandings. Each party has had the opportunity to review the Agreement with counsel, and no ambiguity will be construed against either party as drafter.

Part Two — Managed IT Services

Applies where the Order includes Managed IT Services.

19. Support

19.1 Help desk and response

Help desk support is available during Business Hours. We will respond to a request received during Business Hours within four (4) Business Hours, measured from receipt to the point we begin working the issue or provide an initial reply. Response is not resolution; resolution time depends on the nature of the issue.

After-hours support is intended for critical system outages and is billed at the after-hours rate on the Order.

19.2 On site

On-site support is at our discretion, where we determine an issue cannot be resolved remotely — typically a hardware or connectivity fault.

Visits within twenty (20) miles of our principal office, as published at wesolve.tech, are included at no additional charge. Travel beyond twenty miles is billed at the hourly rate on the Order, plus reasonable travel expenses.

19.3 How the Services are counted

An Order prices the Services one of two ways, and says which.

Per unit. Where the Order prices the Services per user, device, or site, that count is the “Service Units.” We recalculate Service Units monthly from Client’s identity management system, and fees adjust from the following billing cycle. The minimum is the number stated on the Order. Client may reduce Service Units to that minimum on written notice, effective the following billing cycle; a reduction below it does not reduce the fee.

Per hour. Where the Order prices the Services as a monthly allowance of hours, that allowance is available in the calendar month it belongs to. Unused hours do not carry forward and have no value once the month ends. Work beyond the allowance is billed at the hourly rate on the Order. We report consumption against the allowance on request and, in any event, on the invoice.

19.4 Everything else in this Part applies either way

How the Services are priced does not change what they are. The minimum standards in section 26, the credential arrangements in section 24, the exclusions in section 27, and the boundaries in section 28 apply to every Client under this Part, whether the Order prices per unit or per hour.

Monitoring, alerting, patching, and the security and management software in the Order are delivered continuously once deployed. They are not requested by the ticket, and they do not draw against an hour allowance.

20. License to the Services

We grant Client the right to access and use the software and services identified on the Order during the term, for Client’s internal business purposes. Some of them are hosted by third parties.

We retain all right, title, and interest in the Services and in our Materials, meaning the text, content, methods, designs, software, source code, reference data, credentials, APIs, and documentation we use to deliver the Services.

Client will not: modify, copy, or create derivative works from our Materials; frame or mirror them outside Client’s own systems; distribute them to a third party; resell or provide third-party access to them; remove proprietary notices; or reverse engineer them except as applicable law permits.

Within thirty (30) days of termination we will remove our Materials from Client’s devices or render them unusable, and Client will return or destroy any copies it holds. Client will cooperate reasonably with that.

21. Third-party components

Some components of the Services are licensed from third parties. We provide the technical support for the Services, including those components. Under some third-party agreements we may be required to disclose information about the Services or Client’s identity to the vendor; Client consents to that.

Third-party components are warranted only by their vendor and only to the extent that vendor’s agreement provides. Third-party software publishers are intended third-party beneficiaries of the Agreement with the right to verify license compliance, and we will cooperate in good faith with a publisher’s good-faith compliance inquiry.

22. Restrictions on use

22.1 No high-risk use

The Services are not fault-tolerant and are not guaranteed to be error-free or uninterrupted. Client will not use them in any application where failure could lead to death, serious bodily injury, or severe physical or environmental damage. Administrative use, storing configuration data, and other non-control applications are not high-risk use. Client will indemnify us against third-party claims arising from a high-risk use.

22.2 No unlawful use

Client will not use the Services for any unlawful purpose or to violate the rights of others.

22.3 Backup before work

Before we install or maintain software on a system, Client will ensure a complete and restorable backup of the systems that may be affected exists. Where the Order places backup responsibility with us, we will confirm the backup state before beginning the work instead.

23. Equipment we supply

Equipment we supply is governed by section 8.1 of Part One. In addition:

The monthly fee for Equipment includes the hardware, its operating software, and the labor to install and maintain it.

Client will use the Equipment only as intended and as the manufacturer contemplates, will not allow anyone other than us to service or move it, and will not connect accessories supplied by anyone else without our written consent, which we will not unreasonably withhold. Client will back up any business data stored on the Equipment.

Software we install on the Equipment remains ours and is licensed to Client for the term. Client will stop using it on termination.

24. Credentials

In plain terms. We hold the administrative keys while we are managing your environment, because two sets of admin credentials is how environments get broken. Your users’ own credentials are always yours, and you get the admin credentials back when we part ways.

24.1 Administrative credentials

While we are delivering the Services, we hold the administrative credentials for the systems we manage. We will not release them to Client or a third party during the term without a written release acceptable to us, because uncontrolled administrative access to a managed environment materially increases the risk of outage and compromise.

On termination, once Client has paid all amounts owed, we will release the administrative credentials to Client or to Client’s designated successor provider within ten (10) business days.

24.2 User credentials

User credentials belong to Client. We will not withhold an individual user’s credentials to any system or application at any time.

24.3 Client-owned tenant credentials

Credentials to Client’s own third-party tenants — for example Client’s Microsoft, Google, or comparable tenant — are Client’s property. We administer them during the term under section 24.1 and release them on termination on the same basis.

Client may at all times retain a break-glass administrative account in its own tenant that we do not control. Client is responsible for securing it.

24.4 Our tooling credentials

Credentials to the tools we license to deliver the Services — our monitoring, management, and security platforms — are ours and are not released to Client.

25. Client obligations

In addition to section 7 of Part One:

Hardware. Client equipment must be under a manufacturer’s warranty or a current maintenance contract. We are not responsible for equipment that is not, or that is otherwise out of order. We may designate equipment as obsolete or defective, supported by manufacturer information, and exclude it from coverage.

Minor on-site tasks. We may ask Client to perform simple physical tasks, such as power-cycling a device. Client will cooperate with reasonable requests.

Server changes. Client will notify us before performing server upgrades or repairs.

Software media and licenses. Client will supply necessary installation media and keys on request, and is responsible for obtaining all required software licenses other than software we provide with the Services.

Network changes. Client will notify us by email of significant proposed network changes and give us a reasonable opportunity to comment.

26. Minimum standards

Client represents that its environment meets, or will be upgraded to meet, the following:

all servers run a vendor-supported operating system with current recommended patches;
all desktops and laptops run a vendor-supported operating system with current recommended patches;
all server and desktop software is genuine, licensed, and vendor-supported;
we hold administrative credentials under section 24;
a currently licensed, vendor-supported hardware firewall sits between the internal network and the internet;
a static external IP address permits secure remote access; and
an anti-malware solution with a current subscription is deployed on all covered systems.

Healthcare clients additionally require an identity-management system such as Active Directory or a comparable directory.

Clients handling payment cards additionally require a segregated payment network, a wireless network segregated from the payment network, and an identity-management system.

Costs to bring the environment up to these standards are not included in the Service Fees.

If the environment fails to meet these standards during the term, we will notify Client and give Client thirty (30) days to remediate. If it remains out of standard after that, we may suspend the affected Services or terminate this Attachment on five (5) business days’ written notice.

27. Exclusions

We are not responsible for failures caused by:

parts, equipment, or software outside a current vendor warranty or support;
repairs made necessary by alteration or modification performed by anyone other than us;
a defect or malfunction in hardware or software not caused by us that impairs our ability to perform;
a Client resource not under our management or control;
changes to the environment not communicated to or approved by us;
reprioritization of tasks by Client;
a force majeure event;
Client’s acts or omissions, or Client’s failure to meet its obligations;
loss of internet connectivity at a Client location;
maintenance of application software packages, whether obtained from us or elsewhere; or
home or remote computers not covered by an Order.

We are also not responsible for the period between the occurrence of a fault and the time Client reports it, or for periods during which a power, battery, or UPS failure prevents us from reaching a device.

Third-party criminal activity. We are not responsible for the criminal acts of third parties, including intrusion, phishing, ransomware, and extortion, except to the extent our own negligence or wilful misconduct caused the loss. Costs to rebuild or restore systems after such an event are billable under a separate Order. Nothing in this Attachment obliges Client to pay a ransom, and we will not advise Client to pay one.

28. What the included Services cover

These clarify the boundary between what the monthly fee covers and what is billable. They apply to every Order under this Part; an Order may vary a number but not the shape.

Backups management. Provider-approved backup strategies only. A strategy Client adopts against our advice is supported on a billable basis.

Hardware diagnostics and vendor coordination. Troubleshooting and communication with the vendor is included. Physically transporting equipment to or from a vendor is billable.

Mobile device management. Our preferred configuration is included, with one MDM licence per user for a device we select. Non-preferred configurations, and application deployments that require packaging, are billable. Applications deployable without packaging are included.

User and device lifecycle management. Included when performed through the written onboarding and offboarding process we agree with Client during onboarding. Deviations, expedited requests, and submissions through unapproved channels are billable.

Training. Up to one hour per session, on topics we select, scheduled at our discretion. Additional sessions, and sessions running longer than an hour, are billable. Structured or multi-day programmes are a separate engagement.

Workflow optimisation. Includes AI-assisted analysis and recommendations up to two (2) hours per calendar month, not carried forward. Recommending an AI tool, and provisioning and deploying it the way we would any other application, are included on the same basis as any other technology. Designing, building, or operating an AI system for Client is a separate engagement under the Service Attachment for Artificial Intelligence Services, which applies only where an Order includes AI Services.

Data migration. Single-user migrations from local to cloud storage are included. Workstation-to-workstation migrations, and any migration involving two or more users, are billable.

Telephony. Troubleshooting an existing telephony system is included. Provisioning, hardware, porting, and all other telephony services are outside the Services.

Account management. Covers user accounts in Client’s identity platform and vendor account administration.

29. Not included in the Services

The following require a separate Order:

remediation of a failed software patch or update, other than routine operating system updates;
programming, software modification, and software or web development;
structured training of any kind;
implementation of new or replacement software;
office relocation or satellite office setup;
equipment refresh projects;
support for home or remote computers not identified on an Order; and
incident response beyond the first twenty-four (24) hours following a security incident. We will assist in the hours immediately after a breach to identify the likely source and begin formulating a response. Breach-notification planning, forensic examination, and significant post-incident reconfiguration are outside this Attachment and will be quoted under a separate Order.

The following are costs separate from the Service fees: parts, equipment, shipping, software and licensing, renewal and upgrade fees, third-party vendor support or incident fees, and replacement parts or service contracts.

We do not perform printer hardware repair, and we do not manage disputes with third-party vendors on Client’s behalf.

30. Term and termination

30.1 Term and renewal

This Attachment begins on the Service Start Date and runs for the initial term stated on the Order. IT RENEWS AUTOMATICALLY FOR SUCCESSIVE TWELVE (12) MONTH TERMS UNLESS EITHER PARTY GIVES WRITTEN NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS BEFORE THE END OF THE THEN-CURRENT TERM. We will send Client a reminder of the renewal date and the notice deadline at least sixty (60) days before the end of each term.

30.2 Termination for cause

Client may terminate on thirty (30) days’ written notice if we materially fail to meet our obligations and do not cure within thirty (30) days of notice, or if we cease business operations.

30.3 Termination without cause

After ninety (90) days from the Service Start Date, Client may terminate without cause on sixty (60) days’ written notice, paying a termination fee equal to fifty percent (50%) of the recurring monthly fees remaining through the end of the then-current term at the prices then in effect.

30.4 Termination by us

We may terminate on sixty (60) days’ written notice, or immediately for Client’s unlawful or abusive conduct. We may suspend the Services on ten (10) days’ notice if Client breaches a third-party license, or on fifteen (15) days’ notice if Client’s acts or omissions prevent us from delivering the Services.

30.5 Off-boarding

On termination, and provided Client is current on amounts owed, we will assist in the orderly transition of the Services under a separate Order at our then-prevailing rates, including releasing credentials under section 24 and providing a copy of Client Data in a commercially reasonable format.

Client is responsible for remaining third-party service fees and any third-party termination charges.

Part Three — Managed Compliance Services

Applies where the Order includes Managed Compliance Services.

31. What we are not

In plain terms. Read this section first. It is the most important one in this document.

We Solve Problems, LLC is a technology company, not a law firm, and it does not provide legal services. Nothing we deliver under this Attachment is legal advice, a legal opinion, or a determination of Client’s legal obligations.

One or more of our personnel holds an active license to practice law. Those individuals act for us solely in a technology and business capacity and not as Client’s attorney. No communication under this Attachment creates an attorney-client relationship or is protected by the attorney-client privilege or the work-product doctrine. Client should engage its own counsel where it needs advice that is.

We are not an accredited auditor, assessor, or certifying body for any framework. Nothing we deliver is an audit, a certification, an attestation, or a statement that Client complies with any law, regulation, or standard.

We do not determine which laws or frameworks apply to Client. Client is responsible for obtaining that determination from a licensed professional of its own choosing, and for telling us the result so that we can build to it.

Where a matter requires a legal determination — whether a disclosure is required, whether an incident is a reportable breach, whether a contract term satisfies a regulation — Client is responsible for obtaining it from counsel. We will say so when we encounter one rather than answering it.

32. Services

Provider will deliver only the Services itemized on the Order, drawn from the following.

32.1 Risk assessment

Conduct a risk assessment identifying and evaluating risks to the confidentiality, integrity, and availability of the information Client identifies as sensitive, across collection, storage, transmission, and disposal.
Develop a risk-management plan prioritizing identified risks by likelihood and potential impact.

32.2 Information security program

Assist Client in developing and implementing a written information security program tailored to Client’s size, complexity, and stated regulatory obligations.
Assist in establishing administrative, technical, and physical safeguards, including access controls, encryption, network controls, secure disposal procedures, and staff training.

32.3 Privacy notices and policies

Assist in drafting and maintaining privacy notices and internal policies that reflect Client’s practices as Client describes them.
Review and update them periodically as Client’s practices change.

Client is responsible for having counsel review any privacy notice or policy before Client publishes it or relies on it.

32.4 Training and awareness

Develop and deliver an employee awareness program covering Client’s policies, procedures, and practices for protecting sensitive information.
Conduct periodic refresher training and track completion.

32.5 Vendor management

Establish and maintain a vendor inventory identifying third parties with access to Client’s sensitive information.
Review vendor documentation against the criteria Client sets and report what the documentation does and does not contain.

We do not negotiate Client’s contracts with its vendors and we do not opine on whether a vendor’s terms satisfy a legal requirement.

32.6 Incident response

Develop and maintain an incident response plan covering detection, containment, and remediation.
Participate in tabletop exercises.
During an incident, provide the technical assistance described in the Managed IT Services Attachment and support Client’s counsel and forensic provider.

Breach-notification decisions and notification content are legal determinations. Client’s counsel makes them.

32.7 Ongoing monitoring

Conduct periodic internal reviews of the program’s controls against the framework Client has identified, and report findings.
Provide updates on developments we become aware of that may affect Client’s program.

An internal review under this section is a self-assessment. It is not an audit and produces no certification.

32.8 Reporting

Provide periodic reports covering the status of the Services, risk-mitigation progress, training completion, and vendor review status.
Maintain current documentation of the program, the risk-management plan, and the policies we have helped produce.

33. Client obligations

In addition to section 7 of Part One, Client will:

Identify the requirements. Tell us which laws, regulations, and frameworks Client is subject to, and give us the determination Client’s counsel has made. We build to what Client identifies.

Own compliance. Client remains ultimately responsible for its own compliance with all applicable laws, regulations, and standards. We assist with the technical and documentary work; the obligation is Client’s and cannot be delegated to us.

Provide accurate information. Provide complete and accurate information about its systems, data, practices, vendors, and personnel, and tell us promptly when they change. Our assessments reflect the information we are given.

Provide access. Provide access to the systems, facilities, records, and personnel the Services require.

Designate an owner. Designate an individual with authority to make decisions about the program.

Implement. Implement the measures Client accepts. Where Client declines a recommended measure, Client is responsible for the consequences under section 2.4 of Part One.

Retain counsel. Retain legal counsel for the determinations described in section 31.

34. Standard of performance

We will perform the Services in a professional and workmanlike manner, consistent with the standard of care ordinarily exercised by managed service providers performing comparable work.

We do not warrant that Client will pass any audit, achieve any certification, avoid any enforcement action, or be found compliant with any requirement. Liability is governed by section 11 of Part One.

35. Regulated data

Where the Services involve data subject to HIPAA, GLBA, CMMC, FERPA, a state privacy statute, or a comparable regime, the Order will identify it and a Data Processing Agreement will be in place before the Services begin.

36. Term and termination

This Attachment follows the term, renewal, and termination provisions of the Managed IT Services Attachment, sections 30.1 through 30.5, applied to the Services described here.

On termination we will deliver to Client the current version of every policy, plan, assessment, and register produced under this Attachment, in a commercially reasonable format.