Base Service Agreement

Last updated 7-21-2025

BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE, BY EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT, OR BY RECEIVING OR UTILIZING THE SOFTWARE OR SERVICES (AS DEFINED BELOW), YOU AGREE TO ALL THE TERMS OF THIS AGREEMENT.

1. Scope

This Service Agreement is effective as of the date of the sales order that references this agreement.  It is between the parties listed on the sales order that references this agreement.Whereas Client is the owner/lessor/licensee of a certain Computer System (hereinafter defined) for which Client desires Service Provider to perform certain Services (hereinafter defined); and

Whereas Service Provider desires to perform such Services on the terms and conditions set forth in this Agreement.

Now, therefore, in consideration of the mutual promises set forth herein, the parties agree as follows:

 

2. Definitions

For purposes of this Agreement, the following definitions shall apply:

(a) “Computer System” shall mean the computer hardware, identified by model and serial numbers, and the computer software listed on Exhibit One, attached hereto and made a part hereof.  And any additional hardware as client may, from time to time, identify through the normal course of business and notify the Service Provider of such devices in accordance with the remainder of this agreement.

(b) “Services” shall mean the Maintenance and Management of the Computer System, specifically defined in Description of Services and further detailed in Scope of Services.

 

3. Description of Services

Beginning on the contract start date, Kelley Brothers IT will provide to the Client the following services and as further outlined in the Scope of Services attached hereto and made an integral part hereof (collectively, the “Services”):

(a)          During the term hereof, Service Provider shall perform Services, which shall be subject to Client’s written acceptance, and shall be performed by Service Providers employees, acceptable to the Client, who are skilled in the Maintenance of the Computer System.

(b)          The performance of Service Provider shall include Service Providers procurement of supplies and spare parts, as pre-approved by Client.  The cost of such supplies and spare parts shall be the sole responsibility of the Client.

(c)          During the term hereof Client shall provide Service Provider with sufficient work space and access to the Computer System and/or equipment required for the operation of the Computer System to perform Services.

4. Term

The term of this Agreement is month to and may be terminated by either party for any reason and at any time.  It shall remain in force as long as there is a working relationship between the Client and Service Provider, unless superseded by a subsequent Service Agreement.

5. Payment Terms

Payment shall be made to Kelley Brothers IT, Inc. The Client agrees to pay in full at the conclusion of all services performed.  A credit card is required to be kept on file and will be charged once a job has been completed to the client’s satisfaction.  If the card on file expires, a new card will be required before services can be performed.

In addition to any other right or remedy provided by law, if the Client fails to pay for the Services, Kelley Brothers IT has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies, subject to the terms of this agreement.

6. Late Fee/ Cancelled Payments

A $15.00 fee shall be due for any payment not made within 5 business days after the payment due date and for cancelled payments. Each subsequent day after that, you will begin to incur an additional late charge of 2%, compounded daily until the balance is paid in full.  These late charges will continue to accumulate until one of two things occurs: (a) the invoice is paid in full or (b) the total value of your device has been reached. At this point, you authorize Kelley Brothers IT to wipe and sell the device to recoup our costs.

Any waiver of such fee shall not be deemed as a waiver of any and all future fees.

7. Right of Termination

In the event of any termination/cancellation of this Agreement, Service Provider may:

(1) Declare all amounts owed to it hereunder to be immediately due and payable;

(2) Cease performance of all Services hereunder without liability to Client.

(3) Within 14 business days of any termination of this agreement, Client shall return any equipment or supplies to Kelley Brothers IT which Client has not paid for.

8. Default

The occurrence of any of the following shall constitute a material default under this Agreement:

1. The failure to make a required payment when due;
2. The insolvency or bankruptcy of either party;
3. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency;
4. The failure to provide timely access to Computer System to provide such Services.

Upon meeting one of these conditions.   Service Provider may cease performing all services covered under this agreement and may also disable access to all systems to which client pays Service Provider a recurring fee to access.  The Client will still owe for past services and will still be bound by the contract term above subject to the right of termination.

9. Confidentiality, Password Management

9.1 Confidentiality

Kelley Brothers IT, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Kelley Brothers IT, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client unless expressly authorized to do so by the client or a law enforcement agency according to applicable state and federal laws.

Kelley Brothers IT and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.

Upon termination of this Agreement, Kelley Brothers IT will return to the Client all records, notes, documentation and other items that were used, created, or controlled by Kelley Brothers IT during the term of this Agreement.

If desired, Kelley Brothers IT shall sign and be bound by a supplemental confidentiality agreement.

9.2 Password Management

Service Provider utilizes a password management system called Keeper to securely store client information such as passwords, license keys, two factor codes etc.  This service offers industry standard protection practices and was hand selected by Service Provider to offer the best security and convenience.  These passwords are locked behind two factor authentication and a master password.  To learn more about how Keeper safeguards the data it stores, visit their website: https://www.keepersecurity.com/security.html

 

10. Warranty/ Best Efforts Policy

Kelley Brothers IT shall provide its services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and recommendations for performing the services which meet generally acceptable standards for IT service providers in the Riverside County, California region, and will provide a standard of care equal to, or superior to, care used by service providers like Kelley Brothers IT on similar projects.

Service Provider offers a 30 day warranty on work performed, excluding part failures and acts of God or other things that would otherwise be out of the control of the Service Provider.

Kelley Brothers IT operates on a “best efforts” policy.  This means we will do everything within our power and ability, according to standard operating procedures as mentioned above, to provide exemplary service and to protect your information.  But given the volatile nature of technology support and ever evolving exploits, vulnerabilities and social engineering tactics, we CANNOT GUARANTEE that your information will not be compromised nor that your data will not be lost.

11. Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

12. Arbitration

Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.  The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

13. Entire Agreement

This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

14. Severability

If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

15. Amendment

This Agreement may be modified or amended in writing, only if said writing is signed by all parties to the agreement.

16.Governing Law

This Agreement shall be construed in accordance with the laws of the State of California.

17. Notice

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth herein or to such other address as one party may have furnished to the other in writing.

18. Waiver of Contractual Right

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

19. Scope of Services

This Service Agreement applies to all services rendered by Service Provider in accordance with their regular business practices and operations.