Ekim IT Terms and Conditions

01The agreement.

The signed Proposal, the Service Schedule, the Service Level Objectives, these Terms, and, for healthcare clients, the Business Associate Agreement together form one agreement. The Proposal controls price, quantities, and term. The Service Schedule defines the services; if the narrative in the Proposal describes a service differently, the Service Schedule controls. These Terms control everything else. Our website, brochures, and sales materials describe our services generally and are not part of the agreement. You accept these Terms by signing a Proposal, by using the services, or by continuing to use them more than 60 days after we notify you of a change.

02Term and renewal.

The initial term is 36 months from the service start date. The agreement then renews automatically for successive 12-month terms unless either party gives written notice of non-renewal at least 60 days before the end of the current term.

03Start date.

The service start date is set at the kickoff call. Recurring fees begin on the service start date or 30 days after signing, whichever comes first, unless the delay is caused by us.

04Termination.

• By you, for cause. If we fail to meet a material obligation under this agreement, you may notify us in writing describing the failure. We have 30 days to cure it. If we do not, you may terminate on written notice with no further recurring fees.
• By us. We may terminate on 30 days written notice. If we do, no remaining fees for the term are due and we assist with an orderly transition under Section 21. We may terminate immediately if an account is more than 60 days past due, for abusive conduct toward our staff, or for illegal use of the services.
• No other early termination. This is a term agreement. You may not terminate it without cause during the initial term or a renewal term. If you end the services before the end of a term for any reason other than our uncured failure under this Section, all recurring fees for the remainder of that term become due immediately. You acknowledge that we commit to software licenses, staffing, and vendor contracts for the length of your term in reliance on it, that our actual losses would be difficult to calculate, and that this amount is a reasonable estimate of those losses and not a penalty.
• The onboarding fee and fees for the current month are non-refundable.

05Fees and annual adjustment.

Fees are stated on your Proposal. Recurring fees adjust each January 1 by 5%. Agreements signed after June 30 are not adjusted on the following January 1. Changes in third-party costs, including software licensing, are not subject to this limit and may be reflected in your fees on 30 days notice. Fees exclude sales, use, and similar taxes, which you pay where they apply.

06Counts.

Billing is based on active users, computers, servers, and locations as defined in the Service Schedule. We read counts from your Microsoft 365 or Google Workspace tenant and our management tools each month. Increases bill the following month without a new agreement. Decreases bill the following month, but never below the counts on your signed Proposal during the initial term. Tell us when staff leave so we can remove their access; we are not responsible for charges on accounts you did not ask us to remove.

07Payment.

The onboarding fee and a valid payment method, ACH or card, are due at signing. Recurring fees are billed in advance on the first of each month and charged to the payment method on file. We do not accept checks. Past-due amounts accrue 1.5% per month. If you dispute an invoice, tell us in writing within 15 days of the invoice date; the undisputed portion remains due, and any amount we agree was billed in error is credited on the next invoice. If an account is 30 days past due we may pause non-critical services and project work; security and backup services continue. At 60 days past due we may suspend all services and terminate. Suspension pauses our services; it does not remove your access to your own systems or data. You are responsible for our reasonable costs of collection.

08Hardware, licensing, and projects.

Hardware is quoted separately. Quotes are valid for 15 days, and payment in full is due before we order. Title passes to you on payment. Manufacturer warranties are your remedy for hardware defects, and we are not responsible for manufacturer or shipping delays. Software licensing is billed separately at our then-current rates. Projects are quoted separately and billed 50% at signing and 50% at completion.

09Onsite work.

Onsite work is billed at $225 per hour with a one-hour minimum and 15-minute increments after that, plus the onsite visit fee stated on your Proposal, except where the Service Schedule for your tier includes it. The visit fee is based on your location relative to our service area and is reviewed each January 1. Work outside business hours is billed at 1.5 times the hourly rate; holidays at 2 times. Onsite support outside our service area is scheduled through partner technicians we manage and is quoted per visit.

10Your responsibilities.

You will give us timely access to your systems, facilities, and people; name a primary contact with authority to make decisions; notify us before making changes to your network or systems; keep active support agreements for your line-of-business software so we can open vendor tickets on your behalf; and maintain valid licenses for the software in your environment. You authorize us to access your systems remotely at any time to deliver the services, and you agree that we hold administrative credentials for the systems we manage. You will keep your environment at minimum standards: supported operating systems, a business-class firewall, and backup on any system that holds patient or other regulated data. Work to bring your environment up to minimum standards is not included in recurring fees.

11Declined recommendations.

If you decline, delay, or limit a written security or compliance recommendation we make, including multi-factor authentication, replacing unsupported systems, or moving email to a platform that can be covered by a Business Associate Agreement, you accept the risks that follow. We are not liable for breaches, data loss, regulatory penalties, or recovery costs that result, and recovery work is billed at our hourly rate. Written includes email and notes in our ticketing system. We may document the declined recommendation and ask you to acknowledge it.

12Reasonable use.

Unlimited help desk and, where included, onsite support cover routine support for covered users and devices. We may limit support that is unreasonable in volume or scope, and we will tell you before we do.

13Exclusions.

We are not responsible for service failures caused by internet or power outages at your site, equipment out of warranty or past end of support, software no longer supported by its publisher, changes made without our knowledge, third-party vendor failures, or your failure to meet your responsibilities under this agreement.

14Subcontractors and tools.

We may use employees, subcontractors, and partner technicians, wherever located, and automation and AI tools in delivering the services. Anyone we give access to your systems is bound by confidentiality obligations and, for healthcare clients, by our Business Associate Agreement. We remain responsible for the services.

15Third-party products.

Software, hardware, and services from third parties are governed by those vendors’ terms. We select, configure, and manage them, but we do not warrant them and are not liable for their failures.

16Confidentiality and your data.

Each party will keep the other’s confidential information confidential and use it only for this agreement. This does not apply to information that is public, that the receiving party already had, or that must be disclosed by law. Your data belongs to you. We access it only to deliver the services or as you direct. You always keep access to your own systems and data. We may identify you as a client in our marketing unless you ask us not to.

17Security.

We deliver the security services listed in your Service Schedule. No security program prevents every incident. We are not liable for the criminal acts of third parties, including ransomware and fraud, except to the extent caused by our negligence.

18Warranty and limitation of liability.

We will perform the services in a professional and workmanlike manner. We make no other warranty, express or implied, including fitness for a particular purpose or that the services will be uninterrupted or error-free. Our total liability under this agreement, for any cause, is limited to the fees you paid us in the three months before the claim arose. Neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost revenue, lost profits, lost data, or business interruption, even if advised of the possibility. These limits do not apply to a party’s gross negligence or willful misconduct. Any claim under this agreement must be brought within one year after the events giving rise to it, except our claims for unpaid fees.

19Indemnification.

Each party will indemnify the other against third-party claims arising from its gross negligence or willful misconduct. You will also indemnify us against claims arising from software you asked us to use or support without a valid license, and from laws and regulations that apply to your business or industry.

20Non-solicitation.

During this agreement and for 12 months after it ends, neither party will solicit for hire or hire the other’s employees or contractors who worked on the account. A party that does so will pay the other one year of that person’s compensation as liquidated damages, which the parties agree is a reasonable estimate of the cost to recruit and train a replacement.

21Offboarding.

When this agreement ends, we assist with an orderly transition. You always keep access to your own systems and data. Administrative credentials and our documentation of your environment are released within 5 business days after all undisputed amounts are paid. Transition assistance to you or another provider is billed at our hourly rate. We delete your data from our systems 30 days after termination unless the law requires us to keep it.

22Assignment.

You may not assign this agreement without our written consent. We may assign it to a successor in connection with a sale, merger, or reorganization of our business.

23Governing law and disputes.

Maine law governs this agreement. Any dispute goes first to a good-faith conversation between the owners or senior leadership of each party. If that fails, the state and federal courts located in Maine have exclusive jurisdiction, and each party consents to it. The prevailing party in any action recovers its reasonable attorneys’ fees and costs. We may bring an action for unpaid fees in any court with jurisdiction over you.

24General.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, utility and internet outages, and government orders. Notices are given in writing by email to the addresses on the Proposal. We may update these Terms by posting a new version at ekimit.com/terms and notifying you; changes take effect 60 days after notice, and prior versions remain available. If a change materially reduces your rights and you object in writing within those 60 days, the prior version continues to apply to you through the end of your current term. We are an independent contractor. There are no third-party beneficiaries. This agreement may be signed electronically and in counterparts. If a provision is unenforceable, the rest remains in effect. Sections 16 through 23 survive termination. The agreement described in Section 1 is the entire agreement between us on this subject and replaces any prior proposal, quote, or terms. Neither party’s failure to enforce a provision waives it.