Terms of Service - Andrews & Associates

Terms of Service

Computer & Information Technology Managed Services Agreement

This Computer & Information Technology Managed Services Agreement (this “Agreement”) is entered into between Andrews & Associates IT Solutions, LLC, a Texas limited liability company, located at 6117 W. Amarillo Blvd. Amarillo, TX 79106 (“Service Provider”), and CLIENT NAME, located at ADDRESS (“Client”), as of the 1st day of July 2025 (“Effective Date”). Service Provider and Client are collectively referred to as the “Parties” and individually as a “Party”.

Recitals

  1. Service Provider agrees to provide the computer and information technology services set forth in Exhibit A to Client; and
  2. Client agrees to obtain and pay for the computer and information technology services set forth in Exhibit A from Service Provider.

NOW THEREFORE, in consideration of the services provided by Service Provider to Client, the Fee (as defined below) payable by Client to Service Provider, the terms and provisions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. AGREEMENT

Entire Agreement. This Agreement, together with the attached Exhibits A and B, constitutes the complete and exclusive understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, discussions, negotiations, or understandings between the Parties relating to such subject matter. This Agreement shall govern all relations between the Parties for the duration of the Term.

2. TERM

This Agreement shall commence on the Effective Date and shall continue in full force and effect for 36 consecutive months (“Initial Term”). This Agreement shall automatically renew for subsequent 12-month terms (each a “Renewal Term”), which will be effective unless either Party provides written notice to the other Party of its intent not to renew at least 60 days prior to the expiration of the Initial Term or such then-current Renewal Term, as the case may be. In the event the expiration or termination of this Agreement does not coincide with the conclusion of any applicable one-year Microsoft New Commerce Experience (“NCE”) commitment period related to a Microsoft Product utilized by Client, Client shall remain obligated to continue making monthly payments for the portion of the service fee attributable to such Microsoft Products, or, at Client’s election, to remit the remaining balance attributable to such Microsoft Products in a single lump-sum payment. Such payment obligation shall remain in effect until the end of the applicable Microsoft NCE commitment period for each Product (the “Remaining Months”), not to exceed twelve (12) months from the Effective Date of the relevant Microsoft NCE commitment. The Initial Term and all Renewal Terms collectively are referred to herein as the “Term”.

3. FEE AND PAYMENT

  1. Fee. Client shall pay to Service Provider a monthly fee, and in accordance with the terms set forth in Exhibit A (“Fee”). Service Provider may increase the Fee up to 5.3% from the prior term for each Renewal Term. The fee is subject to change as products are added or removed from the agreement. The fee associated with any third-party software subscription is subject to change in the event of pricing changes by the third-party software vendor. If Client requests any services not contemplated in Exhibit A, Client and Service Provider will negotiate the prices for and availability of such services in good faith and will agree to such services and prices in a Change Order, which shall be attached to, and become a part of, this Agreement. The Fee provided for in this Agreement is exclusive of any applicable excise, sales, use, or similar taxes. Client will be responsible for all such taxes applicable under this Agreement.
  2. Invoice. The Fee shall be invoiced to and paid by Client on a monthly basis (“Invoice”). Payment shall be due within 10 days following the date of the Invoice (“Due Date”). Any Invoice not paid by the Due Date shall be deemed overdue and may be subject to a finance charge of one and a half percent per month. The finance charge shall be computed on each day that the payment is overdue and added to the base amount owed by Client. If any Invoice remains unpaid following 30 days from the Due Date, upon 5 days’ written notice to Client, Service Provider may suspend performance of its obligations without liability to Client under this Agreement or otherwise until such past due amount is paid. If an Invoice remains unpaid following 60 days from the Due Date, upon 5 days’ written notice to Client, Service Provider may terminate this Agreement at Service Provider’s sole discretion without further obligation to Client. Notwithstanding anything to the contrary in this Agreement, upon a termination by Service Provider under this Section 3(b), Client shall not be relieved of Client’s obligation to pay for all services provided by Service Provider prior to the termination of this Agreement.

4. CONFIDENTIALITY

  1. Confidentiality of Client Information. Service Provider agrees to maintain the confidentiality of all information pertaining to Client, its affiliates, employees, or clients (collectively, “Client Information”), and shall not disclose such Client Information to any third party except to those authorized representatives or employees of Service Provider who have a legitimate need to access such Client Information in connection with the performance of the Services under this Agreement.
  2. Confidentiality of Service Provider Information. Client agrees to maintain the confidentiality of all information relating to the terms of this Agreement, the methodologies and processes employed by Service Provider, and the fees and compensation set forth herein (collectively, “Service Provider Information”), and shall not disclose such Service Provider Information to any third party, except to those authorized representatives or employees of Client who have a legitimate need to access such information in connection with Client’s use of the Services under this Agreement.
  3. Non-Disparagement. Parties agree, both during the Term and thereafter, not to make statements or take any action which may disparage the other Party’s reputation, except as required by applicable law.
  4. Confidentiality of Third-Party Access. Certain technology vendors engaged by Service Provider may maintain continuous or temporary access to Service Provider’s operating environments. Such access does not imply access to Client’s specific environment unless such access is explicitly required in the course of Services. Service Provider monitors and governs vendor access through internal due diligence protocols. In instances where a vendor is granted temporary access affecting Client’s systems or data, such access shall be documented and disclosed to Client through Service Provider’s standardized ticketing process.

5. PERSONNEL

  1. Employees.  Service Provider may, but is not required to, provide staff located at Client’s premises at levels required to perform the services set out in Exhibit A within the response and resolution times set forth in Exhibit B. Service Provider shall have the sole responsibilities and rights for the supervision of, payment of all compensation, benefits, and employer taxes related to, and removal or other adverse action against its employees.
  2. Non-Solicitation and Employment Restriction. The Parties acknowledge that Service Provider’s employees constitute one of its most valuable assets. Accordingly, during the Term of this Agreement and for a period of twelve (12) months following its termination, (i) Service Provider’s employees shall not seek, solicit, or accept employment from Client; and (ii) Client shall not, directly or indirectly, on its own behalf or in conjunction with any other individual or entity, interfere with the employer-employee or contractual relationship between Service Provider and any of its personnel. Without limitation, Client shall not hire, retain, employ, contract with, or otherwise solicit any employee or contractor of Service Provider, whether for part-time, full-time, or temporary work. Client agrees that any breach of this provision shall entitle Service Provider to seek injunctive relief and/or liquidated damages in the amount of Fifty Thousand Dollars ($50,000.00) for each individual subject to such breach.

6. DEFAULT AND TERMINATION

  1. Default. In the event that a Party fails to perform a material obligation under this Agreement, notwithstanding the default for nonpayment by Client under Section 3(b), for a period of 30 days after the nonperforming Party is served written notice to cure the failure to perform (“Cure Period”), the failure to perform the material obligation shall constitute a default of this Agreement (“Default”); provided, however, such Cure Period shall be extended for a reasonable time if the defaulting Party is diligently seeking to cure the Default. In addition to other Defaults, Defaults also occur if either Party files a petition in bankruptcy, or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against the Party and not discharged within 30 days, or if a Party becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law
  2. Termination.  Either Party may terminate this Agreement by providing no less than sixty (60) days’ prior written notice to the other Party before the expiration of the Initial Term or any Renewal Term, as applicable, and as set forth in Section 2. In the event of a material breach of this Agreement (a “Default”) that is not cured within any applicable cure period (the “Cure Period”), the non-defaulting Party may, at its sole discretion, terminate this Agreement immediately upon written notice without penalty. Termination of this Agreement by Client for any reason other than an uncured Default shall not relieve Client of its obligation to pay all remaining financial obligations due under this Agreement for the remainder of the then-current Initial Term or Renewal Term, as applicable. In addition, Service Provider may terminate this Agreement upon providing one hundred eighty (180) days’ prior written notice to Client following Service Provider’s written identification of a deficiency in Client’s cybersecurity protocols, provided such deficiency remains uncured during the notice period.
  3. Equipment Removal . Upon the expiration or early termination of this Agreement, for any reason, Client shall permit Service Provider to remove all of Service Provider’s equipment and supplies from Client’s premises within a reasonable period of time following the expiration or early termination.
  4. Offboarding Fee. Upon termination or expiration of this Agreement, Client agrees to pay to Service Provider, as an Additional Charge, a fee equal to one (1) month of the contracted service fees as set forth in Exhibit A to this Agreement.

7. CLIENT’S PREMISES

  1. Facilities and Access.  If applicable, Client shall provide, at no cost to Service Provider, suitable workspace and facilities reasonably necessary for Service Provider to perform on-site services under this Agreement, including office space for Service Provider’s personnel stationed at Client’s premises and adequate access to such premises. Client may request that Service Provider relocate the designated service location(s), and, in such event, Client shall be responsible for all reasonable costs incurred by Service Provider in connection with such relocation.
  2. Remote Access. Service Provider’s personnel may utilize remote access software (“Remote Access Software”) to perform the Services while not physically located at Client’s premises. All Remote Access Software sessions shall be encrypted using no less than 256-bit Advanced Encryption Standard (AES). Each session shall be logged, including relevant access information, and such logs shall be retained by Service Provider for a period of thirty (30) days. Client may, upon written request, obtain copies of remote access logs relating to its Systems. In the event Client approves alternative methods of remote access, Client shall bear sole responsibility for managing, disabling, and reviewing access accounts and associated access logs related to such alternative access methods.

8. SERVICE PROVIDER  OWNED EQUIPMENT

Equipment owned by Service Provider that is installed at the Client location shall be under the care, custody, and control of the Client at all times. Client agrees that Service Provider shall retain all rights, title, and interest to facilities and equipment owned by Service Provider and that Client shall not create or permit to be created any liens or encumbrances on such equipment. Client shall not alter, modify, or tamper with the equipment, nor will Client relocate the equipment. Client shall pay for the full retail cost of repair or replacement of any lost, stolen, unreturned, damaged, mortgaged, sold, transferred, leased, encumbered, or assigned equipment or part hereof, together with any costs incurred by Service Provider in obtaining or attempting to obtain possession of any such equipment. Upon cancellation of the Services, Client agrees to return all such Equipment to Service Provider within fourteen (14) days. Equipment not returned after fourteen (14) days will be charged to the Client’s account.

9. INDEMNIFICATION AND WARRANTIES

  1. Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Client from and against any demands, claims, causes of action, or suits of any kind or nature, including reasonable attorneys’ fees and costs of litigation, incurred by Client to the extent arising out of Service Provider’s gross negligence or willful misconduct. Client agrees to defend, indemnify, and hold harmless Service Provider from any and all damages, expenses, or liability (including reasonable attorney’s fees) resulting from or arising out of gross negligence or willful misconduct by Client.
  2. Intellectual Property. All intellectual property of Service Provider, whether created prior to or during the Term, shall be and remain the sole property of Service Provider. Client shall indemnify and hold Service Provider harmless from any claim, demand, liability, cause of action, or damage, for actual or alleged infringement of any intellectual property rights arising from Service Provider’s performance of services under this Agreement.
  3. Damages. In no event shall Service Provider be liable to Client or Client’s employees, clients, or affiliates for any incidental, consequential, indirect, special, or punitive damages related to Service Provider’s performance or nonperformance of the services under this Agreement. Client’s sole remedy for any claims related to Service Provider’s performance or nonperformance of the services under this Agreement shall be limited, at Service Provider’s option, to a refund of the cost of services provided with respect to the specific job in question, to Service Provider’s correction of the services in question, or to terminate this Agreement.
  4. Liability, Fees, and Charges Related to Third Parties.  As part of the services provided by This Computer & Information Technology Managed Services Agreement (this “Agreement”) is entered into between Andrews & Associates IT Solutions, LLC, a Texas limited liability company, located at 6117 W. Amarillo Blvd. Amarillo, TX 79106 (“Service Provider”), and CLIENT NAME, located at ADDRESS (“Client”), as of the 1st day of July 2025 (“Effective Date”). Service Provider and Client are collectively referred to as the “Parties” and individually as a “Party”. to Client pursuant to this Agreement or Exhibit A, Service Provider may recommend various outside services that Client should obtain from third parties, including, but not limited to, best practices, HIPPA compliance, Federal Aviation Administration compliance, and compliance with other local, state, federal, or international organizations or agencies.  Regardless of whether or not Client attains such third parties’ services described in this Section 9(d), Client solely assumes any liability in this regard, whether or not the recommendations came from Service Provider. Further, Client shall be solely responsible for any fees or charges from any third parties, whether or not recommended by Service Provider.

10. NOTICES

Notices required, or provided for, under this Agreement shall be in writing and unless otherwise provided, shall be deemed to have been duly given when delivered in person or when deposited in the U. S. mail, postage prepaid, properly addressed, registered or certified mail, return receipt requested, to the address as set forth in the introductory clause of this Agreement, or such other address or addresses as may be designated in writing by notice to the other Party pursuant to this paragraph. A Party shall be deemed to have received any notice sent via USPS three days after the date such notice is sent.

11. FORCE MAJEURE

Neither Party shall be liable for or be considered in breach of this Agreement due to any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any of the following, beyond a party’s control, that renders performance impracticable: act of God or a public enemy; act of any military, civil or regulatory authority; change in any law or regulation; fire, flood, earthquake, storm, or other like event; underlying carrier, service provider equipment, network or facility shortage, relocation, act or omission, upgrade or modification; disruption or outage of communications, power or other utility; labor problem; unavailability of supplies; or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by Service Provider or Client with reasonable care. Such events, however, shall not eliminate Client’s responsibility to make payment for the services provided by Service Provider that are not affected by such events.

12. ASSIGNMENT

Neither Party may assign or delegate its obligations under this Agreement, either in whole or in part, by operation of law nor otherwise, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Any attempted assignment in violation of the provisions of this provision will be void. Notwithstanding the foregoing, a sale or merger of Service Provider or substantially all of its assets shall not be deemed to be an assignment

13. CONSTRUCTION

This Agreement is made pursuant to, and will be construed and enforced in accordance with, the laws of the State of Texas. If any dispute arises between the Parties, the Parties agree that venue for resolution for any dispute shall be proper in Potter County, Texas. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the other provisions of this Agreement. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

14. INDEPENDENT CONTRACTOR STATUS

The Parties acknowledge and agree that Service Provider is an independent contractor and not an agent or an employee of Client or engaged in a joint venture or partnership with Client. Consistent with the foregoing, the Parties acknowledge that Client shall not deduct withholding taxes, FICA, or any other taxes, employment or otherwise, required to be deducted by an employer. Service Provider agrees to assume sole responsibility for paying self-employment taxes, income taxes, and any other taxes due on Service Provider’s compensation pursuant to this Agreement. Service Provider further acknowledges that it shall not be entitled to any fringe benefits, pension, retirement, profit sharing, or any other benefits accruing to employees of Client.

15. MISCELLANEOUS

  1. Modifications. No modifications of this Agreement shall be binding unless signed by both Parties.
  2. Nonwaiver of Rights. The Parties agree that no failure or delay to exercise any right, power, or privilege on the part of either Party shall operate as a waiver of any other right, power, or privilege pursuant to this Agreement. The Parties also agree that no single or partial exercise of any right pursuant to this Agreement shall preclude further exercise of that right.
  3. Attorney Fees. If any legal action must be taken to enforce the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees, in addition to any other relief to which that Party may be entitled.

EXHIBIT A

SERVICES PROVIDED TO CLIENT

 

The Executed Managed Services Quote and Agreement serves as EXHIBIT A

Service Provider will deliver to the Client (“Services”) according to the terms and conditions below. Service Provider will deliver Services & Support to the agreed upon Client’s location. Delivery of service(s) & support shall be subject to availability and to conditions beyond the control of AMA, including, but not limited to, the condition of Client equipment and facilities, failures caused by connectivity or equipment at Client premises, cable cuts, loss of power, local access restrictions, acts of third parties, or due to service limitations caused by equipment modifications, upgrades, relocations, repairs, and similar activity.

Service Provider shall provide the following services to Client, which include, but are not limited to Products, Quantity, Description, and Pricing outlined in the Managed Services Quote and Agreement executed by both parties. In addition, Client is responsible for any other services and fees Service Provider and Client agree to via email, voice, text, or formal Addendums that postdate this agreement. Payment of services indicates acceptance of the use of services and goods.

 

    1. Maintaining, on a monthly basis, necessary maintenance of workstations mentioned above, including, but not limited to, application of security and third-party software patches, which will be done on a day of Service Provider’s choosing and will be done after business hours as to not disrupt Client’s business operations
    2. Pricing is subject to change during the installation phase if Service Provider uncovers additional items (Virtual Server(s), additional PC(s), remote users not accounted for, etc.). These additions will be communicated to the point of contact for the Client. Pricing is subject to change increase or decrease as the Client adds or removes devices to the network (computers, APs, switches, etc.). Some of these changes are automated and some of these changes are monthly or quarterly audits. Adjusting the MSA fee is part of this audit process.
    3. Determining the type of support, on a case-by-case basis, for onsite and remote support. This is provided as part of the Fee, regardless of amount of time spent by Service Provider.
    4. Monthly invoicing with detailed reporting of all services provided by Service Provider.
    5. Detailed documentation of network and devices.
    6. Staff to ensure tickets are handled in accordance with Exhibit B.
    7. 24/7 on call rotation and answering service to be provided by Service Provider and third-party answering service. All services pursuant to this Agreement will be provided by qualified employees of Service Provider, but calls may be answered by a third-party answering service.
    8. Office 365 is executed on yearly term and Client is responsible for annual dues, renewals and formal termination.
    9. MSA covers the maintenance of computers not the installation and setup of new computers or moving existing ones. Service Provider will charge $200 to set up new and install new computers. Service Provider will charge $200 to move, set up and install existing computers that are bought from Service Provider. Service Provider will charge $300 to set up and install new computers. Service Provider will charge $300 to move, set up and install existing computers that are not bought from Service Provider
    10. All hardware purchases requested by the client will be invoiced by Service Provider and paid in advance by the client. Service Provider will bill any labor associated with the project in a true-up bill after the successful installation of the hardware.
    11. THIS QUOTE & AGREEMENT FOR SERVICES DOES NOT INCLUDE AUDITS OF ANY KIND (NETWORK, CYBER INSURANCE, CYBER SECURITY, PCI DSS, ETC). PLEASE SEE FEE SCHEDULE FOR PRICING. If you are converting email from GoDaddy or Gmail to M365 there is $100 fee per mailbox.

 

 

Client Authorization

  • Client authorization is conveyed through the signature on the Managed Services Quote & Agreement, the use of services, and the payment of invoices.
  • I authorize Service Provider to provide the services described in the amendments to this agreement.
  • I acknowledge that Service Provider bills items not covered in MSQ&A as projects and at hourly rates of $195 per hour, rounding to the nearest fifteen minutes.
  • I certify that I am at least 18 years of age and legally authorized to enter this agreement for services specified, and acknowledge that I have read, understand, and agree to all rates, terms, and conditions.
  • The Parties agree to be bound by the terms of this agreement, including any Amendments that may be executed from time to time.

Andrews and Associates Points of Contact for Problem Resolution

  1. Submitted through portal – If a service ticket is submitted through the portal during the hours of 7:30 AM and 6:00 PM a service ticket is automatically created, and you should receive a written response within 15 minutes that a ticket has been created and the next available technician will reach out to you shortly. These tickets are triaged and assigned to the next available technician and are worked in the order they are received based on urgency, if you email outside of the above hours the ticket will be addressed the following business day during standard business hours.
  2. Email Helpdesk – If you email helpdesk (helpdesk@andrewsama.com) during the hours of 7:30 AM and 6:00 PM a service ticket is automatically created, and you should receive a written response within 15 minutes that a ticket has been created and the next available technician will reach out to you shortly. These tickets are triaged and assigned to the next available technician and are worked in the order they are received based on urgency, if you email outside of the above hours the ticket will be addressed the following business day during standard business hours.
  3. Email Support – If you email support (support@andrewsama.com) during the hours of 7:30 AM and 6:00 PM you should receive a written response within 15 minutes that a ticket has been created and the next available technician will reach out to you shortly. The emails are triaged and are worked in the order they are received based on urgency, if you email outside of the above hours then the on-call technician will reach out within 30 minutes and will determine if the situation is something that can wait till business hours or if it is something that needs to be addressed right away.
  4. Calling – If you call 806-242-1088 between the hours of 7:30 AM and 6:00 PM a representative will take the call and submit a service ticket, they will attempt to assist you on the phone or connect you to a technician who is more qualified to assist. If the issue is not resolved at the time you are on the line the ticket will be assigned to a technician who will either come onsite to assist or it will be escalated to a more advanced technician if necessary.
  5. Escalation Points of Contact after using steps 1-4:
    • Alisa Durham, Director of Client Experience – alisa@andrewsama.com or 806-282-7646
    • Jeremy Hollis, VP of Operations – jeremy@andrewsama.com
    • Chuck Howell, SVP of Operations – chuck@andrewsama.com

EXHIBIT B

SERVICE LEVEL AGREEMENT
RESPONSE AND RESOLUTION TIMES

Client requests for services will fall into the five categories shown below. Client shall place all support requests via phone, email, or help desk using an approved method for the applicable category. Service Provider shall respond and provide a resolution in accordance with the following:

Issue Priority Response Time Resolution Time** Escalation Threshold*
Total Outage (all users and functions unavailable)
Phone Only		 1 Within 30 Minutes ASAP-Best Effort 1 Hour
Significant degradation of service (large number of users or critical functions affected)
Phone Only		 2 Within 1 Hour ASAP-Best Effort 2 Hours
Limited degradation of service (limited number of users or functions affected, business process can continue)
Phone, Ticket, or Email		 3 Within Next Business Day ASAP-Best Effort 24 Hours
Small service degradation (business process can continue, or one user affected)
Phone, Ticket or Email		 4 Within 2 Business Days ASAP-Best Effort 24 Hours
Request for move, add, or change
Email or Ticket only		 5 Within 2 Business Days Scheduled With Requestor Due Date

* “Escalation Threshold” means the Escalation Threshold process used by Service Provider. All tickets and reported issues received by Service Provider are monitored by a ticket coordinator employed by Service Provider. Each ticket and reported issue will be assigned by the ticket coordinator to a technician and the technician will work and resolve the ticket and reported issue in a timely manner. If Client does not feel their issue is being resolved in a timely manner, Client should issue another ticket or re-report the issue and the ticket coordinator will review the request and escalate the ticket or reported issue to a higher tier technician or to management of Service Provider.

** “ASAP” means Service Provider will take all reasonable steps to ensure resolution as quickly as possible.

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