In these General Terms and Conditions, the Rate Schedule as well as each Quote, Order, Plan, Agreement, or other arrangement in connection with the supply of Goods and/or Services by PC Masters to the Client terms below are defined as follows:

“After Hours” means all times not included in Business Hours;

“Agreement” means any written contract or arrangement between Client and PC Masters, including, but not limited to Accepted Quotes, Accepted Orders and the Managed Services Agreement, which sets forth (i) the Goods and Services to be provided, (ii) the cost for such Goods and Services and/or (iii) the Term for providing such Goods and Services. All Agreements between Client and PC Masters shall incorporate these Conditions as such Conditions may be amended from time to time.

“Business Hours” means Monday through Friday from 9:00 AM to 5:00 PM excluding Holidays listed in Appendix B;

"Client”, means any person or entity and any successors, heirs or assigns of such person or entity, who seeks or obtains a quote for, or who orders, Goods or Services from PC Masters,;

"Conditions" means these General Terms and Conditions;

"Goods" means any goods and/or services obtained or provided by PC Masters including, but not limited to computer hardware and software and any associated parts or programs;

“Order” means any request from Client to PC Masters to provide any Goods or Services;

“Quote” means a proposed price for Goods and/or Services provided by PC Masters to Client;

“Period” means a particular time interval, as may be agreed upon between PC Masters and Client during which Services will be provided;

“Plan” means any arrangement between PC Masters and Client for Services and/or Goods provided by PC Masters in connection with Work PC Masters provides on Client’s behalf, including as set out in a Managed Services Agreement;

“Rates” means the hourly rates and other charges for Services set out in the Rate Schedule, Plan, Plan Schedule, Quote, Agreement or arrangement entered into between PC Masters and Client;

“Rate Schedule” means the schedule of rates, charges and conditions for PC Masters’ Services, and as may be varied, by PC Masters from time to time in Our absolute discretion;

“Return/Cancellation Fee” means a fee charged pursuant to clause 9.3 as set by PC Masters from time to time;

“Service request” means a request for Services, including adds, moves, changes and technical assistance;

"Services" means the provision of any services by PC Masters to Client including Work, advice and recommendations;

“Software” includes software and any installation, update, associated software and any services provided in connection therewith;

PC Masters, LLC, includes its successors and assigns; and

“Work” means anything PC Masters  may do, provide, customize, produce or acquire, on Client’s behalf, including, but not limited to testing, troubleshooting, installation and configuration of new equipment or software, consulting, scoping, planning, documenting and quoting for complex items.

All references to dollars ($) refer to US Dollars;

A reference to time is to US Eastern Time;

A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

Unless otherwise agreed by PC Masters in writing, these Conditions are deemed incorporated in and are applicable to the terms of every Quote, Order, Plan, Agreement, or other arrangement in connection with the supply of Goods and/or Services PC Masters provides to Clients.

3.1  Any notices given under the Conditions shall be in writing and sent by e-mail as follows:

If to PC Masters: legal@pcmast.com

IF to Client: to the email provide by Client to PC Masters

The Conditions shall be governed by and construed in accordance with the laws of New Hampshire.

Client may not assign Client’s rights and obligations under this Agreement without PC Masters’ prior written consent.

PC Masters may change these Conditions at any time and publish them to PC Masters website. Client agrees that by publishing the current Conditions, PC Masters has provided Client with sufficient notice of any changes. PC Masters is under no further obligation to notify Client of any amendments or revisions to the Conditions.

7.1  Term and effect: All Quotes shall be valid for 7 days unless otherwise specified in the Quote. A Quote is an invitation to Client to place an Order with PC Masters and the acceptance of a Quote by Client does not create a binding contract.

7.2  The price in the final quote may vary from the original request if there are any price or product changes requested by the Client. PC Masters reserves the right to alter product and prices in the quote, as long as the quote has not been accepted by Client.

7.3  Quotes and estimates shall be deemed to correctly account for the original specifications and are based on the cost at the time the quote or estimate is prepared. If Client later requires changes to the specifications, such changes will be quoted at the prevailing rates and costs at the time of the requested change.

7.4  In the event that products in the Quote are subject to any price and supply fluctuations outside of PC Masters control, PC Masters reserves the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Client’s request and is subject to Client’s final approval.

7.5  Once a Quote has passed the expired date, PC Masters may cancel the quote or estimate without notice.

7.6  Estimated Time of Arrival estimates are based on information provided by PC Masters’ vendors and is not an actual promised date.

7.7  Shipping charges will be added to the Order unless otherwise agreed.

7.8  PC Masters does not keep inventory in stock, and as such only order items once we receive a completed order from a client. In the event Client wishes to return an item or cancel an order, Client agrees to be subject to the Distributor’s return terms and conditions.

8.1  Order forms:  Orders for Goods or Services must be made by Client in writing, either by email to PC Masters or via a completed order form.

8.2  Approval of Orders: Any order not duly executed, shall be deemed signed by Client if approved through email or PC Masters web-based ordering.

9.1  Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by PC Masters are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing). 

9.2  Rates may change: Unless otherwise Agreed between Client and PC Masters, PC Masters reserves the right to change the Rates on the Rate Schedule at any time without notice.

9.3  Return/Cancellation Fee: If PC Masters is required to arrange a return or refund on Client’s behalf, or where an Order is cancelled by Client, PC Masters may charge Client a Return/Cancellation fee to cover the administrative costs to PC Masters in processing the return or refund, which may be deducted from moneys otherwise due to be refunded to Client by PC Masters.

9.4  Expenses: Unless otherwise agreed, Client must pay any out of pocket expenses incurred by PC Masters in providing the Services to Client. Such expenses include, but are not limited to, travel costs, flights, car rental, fuel, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. To the extent possible, PC Masters will endeavour to obtain prior written authorization from Client before such expenses are incurred.

9.5  Calculation of increments:  Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, PC Masters will round up to the next increment for partial increments. 

10.1  Service and Plan Changes: PC Masters may change its offered Services and Plans or the scope of any Services and Plans at any time without notice.

10.2  Copies on Request: PC Masters will provide Client with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.

11.1  PC Masters may subcontract any or all of the Services to be performed for Client, but shall retain prime responsibility for the Services provided.

12.1  Delivery liability: PC Masters will endeavour to provide Goods by the due date, but will not be liable for third-party failures to deliver.

12.2  Availability to accept delivery: Client must be available to accept the Goods at Client’s specified delivery address during Business Hours unless otherwise arranged with PC Masters in writing.

12.3  Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Client’s designated address, whereupon risks of loss, breakage, damage and all other risks becomes the Client’s responsibility. Nothing in this clause 12.3 will affect title to the Goods.

13.1  General Returns Policy:  Notwithstanding anything in these Conditions, Client acknowledges that any Goods PC Masters supplies may be subject to certain third party provisions, including returns and claims policies. Client agrees to accept such provisions and indemnify PC Masters from any failure or default on the part of any third party supplier or manufacturer.

13.2  Non-returnable Goods: Goods that are received from overseas, have been customized, or not otherwise returnable to the Supplier may not be refunded.  

13.3  Duty to inspect: Client agrees to inspect all Goods immediately upon their delivery. Client must inform PC Masters within three (3) business days of its intent to return the Goods or seek a refund.  

13.4  Return Condition: Any Goods returned must be returned in their original condition.

13.5  Return costs: Client will pay all costs and expenses incurred by PC Masters in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs. 

13.6  Consequences of use, installation, customization or sale:  Client will indemnify and hold PC Masters harmless in respect of all allegations and claims with respect to Goods once such Goods have been used, installed, customized or re-sold by Client.

14.1  Client agrees that any time expended by PC Masters in good faith to provide Services under any Plan or Agreement between the parties, whether or not such Services achieve the desired outcome of the Client is compensable to PC Masters pursuant to the terms of the Agreement or Plan.

14.1  Testing Procedures: Client agrees to follow PC Masters instructions with regard to testing or troubleshooting any problems.

15.1  Force Majeure: If PC Masters is unable to supply any Goods or Services due to circumstances beyond PC Masters’ control, PC Masters may cancel the Order (even if the Order has already been accepted) or cease to provide the Services by written notice to Client.

15.2  PC Masters will not be liable for any breach of contract due to any matter beyond PC Masters control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.

16.1  Alterations to Specifications: PC Masters will endeavour to supply the Goods in accordance with Client’s Order, however, PC Masters may supply alternate Goods that PC Masters deems compatible for the purpose when the Original Goods are no longer available.  

17.1  NO WARRANTY. PC MASTERS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATED TO CONFIDENTIAL INFORMATION, GOODS, OR SERVICES PROVIDED BY PC MASTERS UNDER THIS AGREEMENT. PC MASTERS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

17.2  LIMITATION OF LIABILITY. LIMITATION OF LIABILITY. EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, PUNITIVE OR LOST SAVINGS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL DAMAGES.

17.3  No liability for program or data loss: Client agrees to indemnify and hold PC Masters harmless with respect to any allegation, claim, loss or expense incurred by Client or any third party for any program or data loss or damage suffered by Client or that third party arising directly or indirectly from the supply of the Goods or Services by PC Masters.  Client acknowledges that Client is solely responsible for backing up programs and data in order to mitigate Client’s potential loss of programs and data.

17.4  General limit on liability: Except as otherwise expressly stated in these terms and conditions, PC Masters is not liable for any loss or damage of any kind however caused which is suffered or incurred by Client in connection with:

17.4.1  Goods or Services provided to Client or any Work;

17.4.2  Client’s use of PC Masters’ website (including the use of a credit card or other debit device) or any linked website;

17.4.3  the non-availability of Goods or Our Services for any reason;

17.4.4  any act or omission of PC Masters or the provision of inaccurate, incomplete or incorrect information by Client.

17.5  Limitation options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, clause 17.2 does not apply to that liability and PC Masters liability for any breach of that condition or warranty is limited to PC Masters doing any one or more of the following (at its election):

17.5.1  replacing the Goods or supplying equivalent Goods, Services or Work;

17.5.2  repairing the Goods or the Work;

17.5.3  paying the cost of replacing the Goods or the Work or acquiring equivalent Goods, Services or Work; or

17.5.4  paying the cost of having the Goods or the Work repaired.

17.6  Laws still apply: Nothing in these Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of the Goods or Services which cannot be excluded, restricted or modified.

17.7  Severance: If any provision contained in the Conditions is unlawful, invalid or unenforceable, those provisions may be severed without prejudice to the validity and enforceability of the remaining provisions of the Conditions.

18.1  PC Masters makes every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of an error or omission, PC Masters may rescind the affected contract by written notice to Client, notwithstanding that PC Masters has already accepted Client Order and/or received payment from Client. Our liability in that event will be limited to the return of any money Client has paid in respect of the Order.

19.1  Client authorizes PC Masters to collect personal information for the fulfilment of Quotes, Orders and the provision of Goods or Services and PC Masters may retain and use it for any such purposes (“Authorized Purposes”).

19.2  PC Masters may disclose Client personal information to other persons for the purpose of the fulfilment of Quotes, Orders and Work or in order to provide Goods or Services, to verify the information Client provides, for inquiries about Goods or Services that may be suitable for Client’s purposes, or to confirm Client’s requirements, to anyone proposing to supply Goods or Services to Client, or to acquire Goods or Services on Client’s behalf.

19.3  Other than as set forth above, PC Masters agrees to not disclose Client personal information without Client consent unless authorized by law.

19.4  Your personal information will be held by PC Masters at PC Masters Principal Place of Business and Client may contact PC Masters to request to access or correct it.

19.5  PC Masters relies on Client to submit correct information and details where requested. Client accepts that Client may incur additional expenses if Client submits incorrect information.

20.1  PC Masters makes no representations or warranties in relation to information available on PC Masters’ website, including without limitation:

20.1.1  that the information on the website is complete and/or correct;

20.1.2  that the website will be continuously available or free from any delay in operation or transmission, virus, communications failure, internet access difficulties or malfunction in hardware or software; or that PC Masters endorses any internet site linked to the website or any third party products or services referred to on the website.

21.1  PC Masters will maintain at PC Masters own expense, commercial general liability insurance for personal injury and property damage.

22.1  In order for PC Masters to provide Client with the agreed upon Service, Client agrees to follow PC Masters process for requesting Service as outlined in Appendix A.

23.1  In order for PC Masters to provide Client with the agreed upon Service, Client agrees to give PC Masters access Client’s assets, including but not limited to, equipment, people and sites as and when required.

23.2  Client agrees to allow PC Masters to install software on Client Equipment in order to allow PC Masters technicians to access Client systems. This software allows PC Masters to view system statuses, send monitoring information, see users’ desktops and control Client PC’s. This may require that devices are left on overnight or weekends.

24.1  At times PC Masters may need to contact third party providers on Client’s behalf. Some of these providers may require authorization. It is Client’s responsibility to ensure that PC Masters has the authorization to work with these providers on Client’s behalf.  A template for an authorization letter is attached hereto as Appendix C.

25.1  Payment due date: All invoices issued to Client are due and payable pursuant to the terms stated on the invoice (unless otherwise agreed in writing) by cash or check in accordance with these Terms and Conditions and in the way set out in the Invoice.

25.2  7 days late: When Client fails to pay an invoice within seven (7) days of the due date, PC Masters may, in its sole discretion, and without prior notice, suspend or discontinue the supply of Goods and/or Services to Client.

25.3  Recoveries:  All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due and will be recoverable from Client, in addition to the original invoice cost. Collectively, all of these moneys are referred to in these Conditions as a “Total Due”.

25.4  Interest: If payment of any Total Due is not made on time, PC Masters may charge interest daily on the Total Due at the maximum rate allowed by law, calculated and charged daily on and from the due date until the Total Due is paid in full.

25.5  Application of funds: All payments of the Total Due made by Client will be applied as follows:

25.5.1  first in or towards payment of any costs (including legal costs), charges, expenses or outgoings paid by PC Masters in relation to any bank fees, collection costs or any other action for the recovery of any amounts owing;

25.5.2  secondly, in or towards payment of any interest due or payable hereunder, and

25.5.3  thirdly, in or towards payment of Client debts owed to PC Masters in order from the longest standing due to the most recently incurred.

26.1  Clients agrees not to solicit PC Masters employees during the course of engagement and for a period of two (2) years thereafter (or the maximum amount permissible by a Court).

27.1  All Software licences are Client responsibilities. It is Client’s duty to store all licences for all Software used, so that that they can be reproduced if and when required. This includes all Software installed by PC Masters.

27.2  Client agrees to indemnify and hold PC Masters harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:

27.2.1  any unauthorized Software use by;

27.2.2  any breach of any Software licence for Software PC Masters provides to Client;

27.2.3  any problem, defect or malfunction associated with any Software (or related services) supplied by third parties.

27.3  All copyright in custom software remains the sole property of PC Masters unless alternate arrangements are made as part of a separate software agreement.

28.1  Warranty and breach: Client warrants that any confidential or copyright information or intellectual property (of any kind and in any form held) or provided by Client to PC Masters is owned by Client.  In the event of any breach of this warranty, Client agrees to indemnify and hold PC Masters harmless from any allegations, claims, loss, costs or expenses in connection with Client’s breach of warranty.

28.2  Retention of title: All copyright and other intellectual property rights in any Work created, commissioned or acquired by PC Masters in the course of supplying Services to Client, will be the exclusive property of PC Masters unless otherwise agreed to in writing.

28.3  Confidential Information: Except as otherwise provided herein, PC Masters agrees to hold any and all information PC Masters receives which in any way relates or pertains to Client, including Your customers, consumers or employees as confidential.

28.4  Client agrees to that all information and services, consulting techniques, proposals, and documents disclosed by PC Masters during the course of business and provided under this agreement constitutes valuable assets of, and confidential and/or proprietary information of PC Masters.

Both parties shall take all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose except unless permitted in writing by the disclosing party or as required by applicable law.

Service Requests may be made only by the following methods.

Phone: (603) 226-2722

Email:  support@pcmast.com

Syncro Agent: Right-click the Syncro icon in the Windows system tray and choose “Open Support Ticket.” Complete and submit the form.

Include a short description of the problem and any screenshots of errors to assist in the resolution of the issue.

If the issue is being lodged by either phone or external email you must include your name, company and return contact details.

Service requests must not be lodged directly with technicians, as this detracts them from resolving the current issue.

Service Requests that must be addressed outside of business hours must be lodged by phone (charges apply for after hours work). If not, the Service Request will be viewed on the next Business Day.

PC Masters is closed the following holidays.

-  New Year’s Day

-  Presidents’ Day

-  Memorial Day

-  Independence Day

-  Labor Day

-  Columbus Day

-  Thanksgiving Day and the day after

-  Christmas Eve and Christmas Day

When a holiday falls on a weekend, PC Masters will be closed on the closest weekday. For example, if New Year’s Day is on a Sunday, we will be closed Monday January 2.

Copy and paste this text on to your letterhead and then modify to suit each vendor that We will need to work with while We support You.

EMAIL SCRIPT EXAMPLE

To Whom It May Concern,

This letter is to inform you that we have contracted PC Masters LLC to manage our IT and Technology needs.

To be able to do this effectively, PC Masters, LLC needs to be able to support and manage all of our technology suppliers on our behalf.

As such, this letter authorizes anyone from the team at PC Masters, LLC to access and modify all aspects of our account and all the products and services that we have with you effective immediately.

This authorization is valid until we give you written notice otherwise.

Should you require any further details, please let us know.

Regards,

<Clients Name>

<Title>