Last Updated: 28 April 2024

These General Terms and Conditions for IT Services (“Terms”) constitute a legally binding agreement between Wolferdawg IT Consulting, LLC (“Wolferdawg IT Consulting”) and the customer (“Client”) regarding the provision of IT services (“Services”).

WHEREAS, Wolferdawg IT Consulting is engaged in the provision of IT Services; and

WHEREAS, the Client desires to engage Wolferdawg IT Consulting for these services;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, both parties agree as follows:

Definitions

• “IT Services” are defined as the technical services that Wolferdawg IT Consulting provides to the Client, including, but not limited to, consulting, project implementation, maintenance, support, and training. These services are provided based on a fixed-fee and fixed-scope agreement.
• “Wolferdawg IT Consulting Personnel” includes all employees or contractors of Wolferdawg IT Consulting who are involved in delivering IT Services to the Client.
• “Client Personnel” comprises all individuals employed by or contracted with the Client who are involved in receiving IT Services.
• “Goods” pertain to any tangible items and materials that Wolferdawg IT Consulting supplies in conjunction with the IT Services delivered to the Client.
• “Order” denotes any legally binding purchase order, invoice, or written agreement that establishes a provision of services agreement between Wolferdawg IT Consulting and the Client.
• “Period” refers to the mutually agreed duration for which IT Services will be provided, as specified in the Order.
• “Plan” outlines the specific IT Services to be provided, as detailed within the Order.
• “Public Holidays” are recognized as any official public holiday in Oklahoma, excluding bank holidays.
• “Rates” include monthly and hourly fees, along with other applicable charges for IT Services such as call-out fees and Return/Cancellation Fees. These are detailed in the Rates Schedule, Plan, Plan Schedule, Quote, or any contract or arrangement between Wolferdawg IT Consulting and the Client. Rates also encompass any compensation on a quantum meruit basis for work performed.
• “Quotes” are estimated costs and durations for the IT Services that Wolferdawg IT Consulting will provide to the Client.
• “Reasonable Assistance Limits” describe the maximum effort, time, and resources that Wolferdawg IT Consulting is prepared to allocate to deliver IT Services reasonably.
• “Return/Cancellation Fee” is the fee charged by Wolferdawg IT Consulting for any IT Services that the Client returns or cancels.
• “Call Out Fee” applies to fees charged for providing IT Services on-site outside of regular business hours.
• “Rates Schedule” details the pricing and fees for IT Services provided by Wolferdawg IT Consulting to the Client.
• “Plan Schedule” details the IT Services plan as agreed upon between Wolferdawg IT Consulting and the Client.
• “Service Request” involves a formal request by the Client for IT Services from Wolferdawg IT Consulting.
• “Software” includes any software or applications provided by Wolferdawg IT Consulting as part of the IT Services.
• “Ticket” is a document or electronic record created by Wolferdawg IT Consulting to track and manage the delivery of IT Services to the Client.
• “Work” encompasses the IT Services delivered by Wolferdawg IT Consulting as specified in the Order, Plan, and Plan Schedule.

Interpretation and Construction

In these Terms and Conditions, along with the Rates Schedule and any quotes, orders, plans, contracts, or other arrangements concerning the provision of IT Services and Goods by Wolferdawg IT Consulting, the following rules of interpretation apply unless otherwise indicated:

• References to legislative acts, statutes, or regulations include all amendments currently in force and any future legislation that substitutes, amends, or revises the referenced legislation.
• Headings and bolded text are used for convenience only and do not affect the interpretation of these Terms and Conditions.
• All references to monetary amounts are in United States Dollars (USD).
• References to time are based on Oklahoma City, United States time.
• References to an individual or entity include corporations, partnerships, joint ventures, associations, authorities, trusts, states, or governments, and vice versa.
• References to sections of this document, such as recitals, clauses, schedules, annexures, or exhibits, refer to those parts of these Terms and Conditions.
• Definitions apply uniformly to their singular and plural forms, and all grammatical variations of a defined term have a corresponding meaning.
• The term “includes” is interpreted as comprehensive and is not limited to the items subsequently listed.
• The use of “will” denotes terms of condition, not of warranty.
• References to bankruptcy or insolvency include all forms of bankruptcy, winding up, liquidation, and insolvency, as well as any similar or equivalent conditions under any applicable law.

This section, “Interpretation and Construction,” dictates how these Terms and Conditions should be interpreted and any ambiguities resolved. Should there be any inconsistency between these Terms and Conditions and any other related documents or agreements, these Terms and Conditions will take precedence.

Any reference to statutory provisions includes all amendments, modifications, or re-enactments of those statutes, and includes any subordinate legislation.

Failure by Wolferdawg IT Consulting to enforce any rights under these Terms and Conditions at any time is not a waiver of such rights and does not invalidate these Terms, nor does it affect the ability of Wolferdawg IT Consulting to enforce such rights thereafter.

These Terms and Conditions, along with all referenced documents and agreements, constitute the entire agreement between the parties, superseding all prior agreements, whether written or oral, regarding the subject matter herein.

These Terms and Conditions are binding on and shall benefit both parties and their respective successors and assigns.

Applications of These Conditions

These Terms and Conditions govern all IT Services and Goods provided by Wolferdawg IT Consulting to the Client, encompassing consulting, project implementation, maintenance, support, and training services, as well as any tangible items or materials furnished by Wolferdawg IT Consulting in connection with the IT Services.

Furthermore, these Terms and Conditions extend to any quotes, orders, plans, contracts, or other arrangements involving the provision of IT Services and Goods by Wolferdawg IT Consulting, including, but not limited to, any purchase orders, invoices, or other written agreements between Wolferdawg IT Consulting and the Client.

The Client acknowledges and agrees that these Terms and Conditions will apply to any Service Request submitted by the Client for IT Services provided by Wolferdawg IT Consulting, and that all Service Requests will be governed by these Terms and Conditions unless otherwise specifically agreed upon in writing by Wolferdawg IT Consulting.

Additionally, these Terms and Conditions are applicable to any software or applications provided by Wolferdawg IT Consulting as part of the IT Services to the Client. The Client agrees to abide by any applicable license agreements or terms of use associated with such software or applications.

These Terms and Conditions also govern any tickets or records created by Wolferdawg IT Consulting to track and manage the IT Services provided to the Client. The Client agrees to cooperate with Wolferdawg IT Consulting in the management and resolution of any issues or problems that arise in connection with such tickets or records.

Moreover, these Terms and Conditions apply to any work or services rendered by Wolferdawg IT Consulting to the Client on a quantum meruit basis, and the Client agrees to compensate Wolferdawg IT Consulting for such services according to the rates and charges outlined in the Rates Schedule or other agreements or arrangements between Wolferdawg IT Consulting and the Client.

The Client acknowledges and agrees that these Terms and Conditions are binding upon the Client and its Personnel. Any non-compliance by the Client or its Personnel with these Terms and Conditions may result in the termination of the IT Services provided by Wolferdawg IT Consulting. These provisions are intended to be enforced in accordance with the laws of the State of Oklahoma.

Commitment Terms

The Client may enter into agreements with Wolferdawg IT Consulting for the provision of IT Services on an annual basis or for a term of up to three years, consistent with Oklahoma law

Termination

The Client may terminate the IT Services provided by Wolferdawg IT Consulting by providing written notice to Wolferdawg IT Consulting, subject to a minimum of 90 days’ notice.

Wolferdawg IT Consulting may also terminate the IT Services provided to the Client by issuing a written notice to the Client, requiring at least 30 days’ notice.

Should either party breach the terms and conditions set forth in this agreement, the non-breaching party retains the right to terminate the IT Services immediately with written notice to the breaching party.

Upon termination, the Client is obligated to immediately settle any outstanding payments for IT Services rendered before the termination date. Additionally, should the Client terminate the agreement prematurely, an early termination fee of $50 per remaining month, per billable device on the annual term will be due. This is in accordance with the enforcement provisions permissible under Oklahoma law, ensuring that the terms regarding termination and the imposition of fees are clear and enforceable.

Representations

The Client represents and warrants that:

• It possesses full legal authority and power to enter into and fulfill its responsibilities under these Terms and Conditions.
• It has secured all necessary permissions and consents required to enter into and execute its duties under these Terms and Conditions.
• It will adhere to all applicable laws, regulations, and ordinances relevant to its utilization of the IT Services.
• It will not utilize the IT Services for any illegal or unauthorized purposes.
• It will not engage in any activity using the IT Services that could harm, disable, overload, or impair any Wolferdawg IT Consulting server or the networks connected to any Wolferdawg IT Consulting server.
• It will not interfere with any other party’s use and enjoyment of the IT Services.
• It will not attempt unauthorized access to any IT Services, other accounts, computer systems, or networks connected to any Wolferdawg IT Consulting server, through hacking, password mining, or any other means.
• It will refrain from using the IT Services to send any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
• It will not use the IT Services to transmit any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs.
• It will not use the IT Services in a manner that could infringe the intellectual property rights or other proprietary rights of any third party.

The Client acknowledges that Wolferdawg IT Consulting relies on the accuracy and truthfulness of the representations and warranties provided by the Client in this section and that Wolferdawg IT Consulting would not have entered into these Terms and Conditions without these representations and warranties.

The Client recognizes that no employee or agent of Wolferdawg IT Consulting is authorized to make any representations, warranties, or promises concerning the provision of IT Services or Goods beyond those explicitly stated in these Terms and Conditions. Any additional or differing terms or conditions proposed by the Client in any form of communication will not be binding on Wolferdawg IT Consulting unless expressly agreed to in writing by Wolferdawg IT Consulting.

Notices

Under Oklahoma law, any notice, request, demand, or other communication required or permitted by these Terms and Conditions must be in writing. Such communications are considered duly given when:

1. Delivered in person,
2. Mailed by certified or registered mail, with return receipt requested, or
3. Sent by email, at the addresses specified below:

For Wolferdawg IT Consulting, LLC:

• Physical Address: 168 SE Katie Ln, Lawton, OK 73501
• Email Address: info@wolferdawg.com

For the Client:

• Physical and Email Addresses: As provided by the Client upon entering these Terms and Conditions.

Notices are deemed received upon personal delivery, on the date marked by the postal service as received on the return receipt when mailed, or on the date the email is sent, unless the sending party receives an automated notification that the email was not delivered.

Governing Law and Arbitration

These Terms and Conditions, along with any disputes arising from or connected to them, will be governed and interpreted according to the laws of the State of Oklahoma, without regard to conflict of law principles.

Any disputes, controversies, or claims that arise out of or relate to these Terms and Conditions, including any issues involving breach, termination, enforcement, interpretation, or validity of the agreement, including the scope or application of this agreement to arbitrate, shall be determined through arbitration. This arbitration will adhere to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration proceedings will be conducted in English by a single arbitrator in Oklahoma. The arbitrator’s decision will be conclusive, final, and binding on all parties, and it can be entered as a judgment in any court that has jurisdiction.

Assignment

These Terms and Conditions are binding and shall benefit both parties along with their respective successors and permitted assigns.

The Client may not assign or transfer any of its rights or obligations under these Terms and Conditions without the prior written consent of Wolferdawg IT Consulting. Any attempt to assign these rights or obligations without such consent will be null and void.

Wolferdawg IT Consulting reserves the right to assign or transfer any of its rights or obligations under these Terms and Conditions without requiring the prior consent of the Client.

These provisions ensure that these Terms and Conditions will bind and benefit each party and their respective successors and assigns, in accordance with the laws of Oklahoma.

Variations of These Terms and Conditions

Wolferdawg IT Consulting may update these Terms and Conditions at its discretion and without prior notice. Clients are encouraged to review these Terms periodically.

Continued use of the IT Services following any updates signifies the Client’s acceptance of these changes. If the Client does not consent to the revised Terms, they should discontinue use of the IT Services immediately and terminate this agreement as outlined in the “Termination” section.

Wolferdawg IT Consulting also reserves the right to modify the IT Services provided to the Client at any time without prior notification. The Client acknowledges and accepts this condition of service.

Goods and Services

Quotes

Wolferdawg IT Consulting may provide quotes for IT Services and any accompanying hardware to the Client upon request. These quotes will detail the scope of services, the duration of the contract, and the rates and charges for the IT Services and hardware.

The Client acknowledges that quotes provided by Wolferdawg IT Consulting are valid for 30 days from the issuance date, unless otherwise specified. Beyond this period, the rates and charges may be subject to adjustments.

Expiration dates on quotes are established to indicate whether the quote is still active or has been discarded. Once discarded, a new quote must be requested.

The Client understands that any additional services or hardware requested after the initial quote may incur additional charges. The Client will be informed of such charges before proceeding with the additional services or hardware.

Special pricing or discounts applied to a quote exclude the applicability of other promotions, discounts, or bonus offers.

Estimated Time of Arrival (ETA) information is based on estimates from Wolferdawg IT Consulting’s vendors and should not be considered a guaranteed delivery date.

Freight charges will be added to the Order unless otherwise stated. Delivery charges included in the quote are only estimates.

The Client agrees that purchases of IT Services or hardware through the Wolferdawg IT Consulting e-commerce website are subject to these Terms and Conditions, including the e-commerce website’s return policy.

Wolferdawg IT Consulting reserves the right to adjust the prices for IT Services and hardware, including quoted prices, in response to significant cost increases from vendors or suppliers. In such cases, Wolferdawg IT Consulting will provide written notice to the Client, who may then opt to terminate the IT Services as described in the “Termination” section.

Wolferdawg IT Consulting does not maintain inventory; thus, items are ordered only after receiving a completed order from a client. Restocking fees may apply if the Client wishes to return an item or cancel an order.

Orders

Order Forms: Clients are expected to submit a completed Order form, duly signed by the Client or an authorized representative. Electronic orders via email or web-based systems are considered signed and executed by the Client.

Approval of Orders: Orders must be formally approved by the Client. For electronic submissions, orders are considered approved by the sender.

Reliance on Appearance of Validity: Wolferdawg IT Consulting will rely on the apparent validity of an Order unless there is evidence to the contrary. The named individual on an Order guarantees its authorization and approval.

An Order becomes binding only upon written acceptance by Wolferdawg IT Consulting and once full payment, including any related freight, delivery, and applicable insurance costs, has been received in clear funds.

No Obligation to Deliver: Delivery of any Order is contingent upon full payment clearance. If unable to fulfill an Order, Wolferdawg IT Consulting will refund any payments made by the Client.

Credit Checks: With the Client’s consent, Wolferdawg IT Consulting may perform credit checks if considering extending credit.

Cancellation of Orders: Orders may not be canceled without the written consent of Wolferdawg IT Consulting. Once an Order is dispatched by the manufacturer or supplier, cancellation is not possible.

Processes and Procedures: The Client agrees to adhere to Wolferdawg IT Consulting’s advised processes and procedures for service and goods provision.

eCommerce Orders: Orders can also be placed through Wolferdawg IT Consulting’s e-commerce platform, requiring complete and accurate client information and full payment at the time of ordering, including any related shipping or insurance costs.

eCommerce Pricing and Availability: Prices and availability of Goods and Services are subject to change based on market conditions and vendor pricing without notice.

eCommerce Shipping and Delivery: The Client is responsible for shipping and delivery costs. While Wolferdawg IT Consulting provides estimated delivery dates, it cannot guarantee specific delivery dates.

Anti-Fraud Measures: Wolferdawg IT Consulting implements measures to prevent fraud and may reject orders suspected of fraud, without liability for any resulting damages.

Free Trials: Free trials are offered conditionally and require credit card information at sign-up. Trials not canceled within the trial period will automatically convert to billed services at standard rates.

Rates and Pricing

Rates for the provision of IT Services by Wolferdawg IT Consulting to the Client are detailed in the Rates Schedule provided to the Client. This schedule specifies the content and pricing of each plan offered by Wolferdawg IT Consulting. All listed rates exclude applicable taxes, for which the Client is responsible.

Wolferdawg IT Consulting may adjust its rates and will notify the Client of such changes as required by Oklahoma law. The Client agrees to be bound by these adjustments upon notification.

Call-Out Fees will be charged for on-site services as necessary, at rates considered reasonable by Wolferdawg IT Consulting.

Return/Cancellation Fees may be assessed by Wolferdawg IT Consulting and deducted from any refunds due to the Client.

The Client will incur additional charges for expenses such as travel, flights, car hire, and petrol when providing IT Services. These expenses will be incurred only with prior written consent from the Client.

Clients may also incur separate charges for goods and services, for which they are responsible. The calculation of time increments will be rounded up to the nearest hour.

Changes in underlying costs, such as vendor pricing, will be reflected in the Rates, and the Client is responsible for these changes.

Wolferdawg IT Consulting is entitled to recover from the Client any additional costs incurred due to variations or changes requested by the Client or resulting from delays caused by the Client.

Services and Plans

IT Services provided by Wolferdawg IT Consulting are as outlined in the Plan, which details the scope and content of the services.

Wolferdawg IT Consulting reserves the right to modify the Services and Plans. The Client will be notified of any changes and bound by them upon notification.

The Client may request copies of the Services and Plans, including any changes, at any time, which Wolferdawg IT Consulting will provide upon request.

Contracting

Wolferdawg IT Consulting may subcontract parts of the IT Services. This includes services provided by both Wolferdawg IT Consulting Personnel and third-party contractors.

The Client acknowledges that Wolferdawg IT Consulting is fully responsible for the performance of IT Services provided by subcontractors or third-party contractors as if performed by Wolferdawg IT Consulting Personnel.

Wolferdawg IT Consulting will ensure all subcontractors or third-party contractors comply with this agreement and remains responsible for their compliance.

Subcontracting or third-party contracting does not relieve Wolferdawg IT Consulting of its obligations under this agreement.

The Client consents to any subcontracting or third-party contracting arrangements made by Wolferdawg IT Consulting.

Delivery, Title, and Risk

Delivery Obligations: Wolferdawg IT Consulting will make reasonable efforts to deliver the Goods to the Client’s specified delivery address within the timeframe outlined in the Order, or within a reasonable timeframe if not specified. Wolferdawg IT Consulting is not liable for delays or failures in delivery caused by events beyond its reasonable control, such as supply chain disruptions, third-party delays, or transportation issues.

Availability for Delivery: The Client must ensure that a representative is available to receive the Goods at the designated delivery address during normal business hours, unless alternative arrangements are made with Wolferdawg IT Consulting.

Passing of Risk: Risk of loss, damage, or destruction of the Goods transfers to the Client upon delivery at the specified address. Title to the Goods remains with Wolferdawg IT Consulting until payment is fully cleared.

Insurance Obligation: Post-delivery, the Client is responsible for securing adequate insurance for the Goods.

Retention of Title: Title to the Goods remains with Wolferdawg IT Consulting until full payment is received. Until then, the Client holds the Goods as Wolferdawg IT Consulting’s fiduciary agent and bailee, must not sell them without written consent, and must keep the Goods separate from others and maintain their original condition. If the Client sells any Goods before paying in full, proceeds must be held in trust for Wolferdawg IT Consulting. Wolferdawg IT Consulting may, without notice, enter the Client’s premises to repossess the Goods if necessary. The Client irrevocably authorizes Wolferdawg IT Consulting to enter their premises to repossess the Goods and agrees to indemnify Wolferdawg against losses from such actions.

Returns and Claims for Goods and Services

Returns and Claims Policy: All returns and claims must comply with the policies of the relevant manufacturer or supplier. The Client indemnifies Wolferdawg IT Consulting against any further obligations or failures from these parties.

Non-Returnable Goods: Goods that are customized, sourced from overseas, from a ceased supplier, or otherwise deemed non-returnable cannot be returned or their services cancelled.

Inspection Duty: The Client must inspect all Goods upon delivery and notify Wolferdawg IT Consulting within 7 days of any issues or concerns for returns or claims. Without such notice, the Goods are deemed accepted.

Return Conditions: Goods eligible for return must be in their original, unopened condition, except where faults become apparent post-opening.

Return Costs: The Client covers any costs for returns unless the manufacturer or supplier agrees to bear those costs.

Consequences of Use, Installation, Customization, or Sale: The Client indemnifies Wolferdawg IT Consulting against claims related to the Goods once used, installed, customized, or resold. This does not affect the Client’s recourse to the manufacturer.

Service Limitations and Client Acknowledgements

Service Nature: IT Services may involve trial and error, and are often applied under novel circumstances. Despite best efforts, outcomes may vary and Wolferdawg IT Consulting cannot guarantee success.

Reasonable Assistance Limits: Wolferdawg IT Consulting provides what it deems reasonable assistance under the circumstances, which typically aligns with business hours and anticipated timeframes.

Recommendations and Decisions: Wolferdawg IT Consulting may recommend third-party goods for specific purposes. However, the Client acknowledges Wolferdawg IT Consulting does not control external factors that may affect the goods’ suitability or functionality. The Client assumes responsibility for the purchase decisions and the consequences thereof.

Testing and Troubleshooting: The Client must follow Wolferdawg IT Consulting’s guidance for testing and troubleshooting. Wolferdawg IT Consulting will continue to provide services at agreed rates if initial solutions do not resolve issues.

Service Warranties and Limitations of Liability:

• Wolferdawg IT Consulting provides Services on an “as is” basis and does not warrant that the services will be uninterrupted or error-free.
• The Client agrees not to hold Wolferdawg IT Consulting liable for any actions or omissions of third-party service providers. The Client’s use of the services shall be governed by the specific agreements provided by Wolferdawg IT Consulting.
• Liability for any claims related to the Services or Goods provided by Wolferdawg IT Consulting is strictly limited to the purchase price of those Services or Goods.
• Wolferdawg IT Consulting will not be liable for indirect losses or damages that were not reasonably foreseeable.

Indemnification: The Client must indemnify Wolferdawg IT Consulting against claims related to the use of IT Services or breaches of these Terms.

Insurance Requirements: The Client should maintain insurance adequate to cover potential claims related to the IT Services and provide proof to Wolferdawg IT Consulting upon request.

Force Majeure

Neither party shall be held liable for any delay or failure in fulfilling its obligations under these Terms and Conditions when such delay or failure arises from events beyond reasonable control, including but not limited to acts of God, war, civil unrest, strikes, lockouts, industrial disputes, fire, flood, drought, storms, or other similar events. The party experiencing such an event must promptly notify the other party, detailing the nature and expected duration of the event. Should the interruption persist for more than 30 consecutive days, either party is entitled to terminate these Terms and Conditions by providing written notice to the other party. This provision is intended to comply with the applicable laws of the State of Oklahoma.

Liability

Exclusion of Liability: Except as specifically set forth in these Terms and Conditions, and to the extent permitted by Oklahoma law, any term, condition, or warranty regarding the quality, fitness for purpose, condition, description, assembly, manufacture, design, or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom, or otherwise, is expressly excluded.

No Liability for Program or Data Loss: The Client agrees to indemnify and hold harmless Wolferdawg IT Consulting from any claims, losses, or expenses incurred due to program or data loss or damage suffered by the Client or any third party, arising directly or indirectly from the provision of the Goods or Services. The Client acknowledges their sole responsibility for backing up their programs and data to mitigate potential loss.

Limitation on Consequential Damage: The Client agrees to indemnify and hold Wolferdawg IT Consulting harmless from any claims for indirect or consequential losses or expenses incurred by the Client or any third party, regardless of cause, including but not limited to loss of turnover, profits, business, or goodwill, or any liability to the Client or any third party.

Limit on Damage from a Failure in Supply: The Client agrees to indemnify and hold harmless Wolferdawg IT Consulting from any claims for loss or damage where Wolferdawg IT Consulting has failed to meet any delivery date or cancels or suspends the supply of Goods or Services.

General Limit on Liability: Except as expressly stated in these Terms and Conditions, Wolferdawg IT Consulting will not be liable for any loss or damage of any kind, regardless of cause (including negligence), which is incurred by the Client in connection with:

• IT Services or any Work provided to the Client;
• These Terms and Conditions;
• The Client’s use of Wolferdawg IT Consulting’s website or any linked website;
• The non-availability of IT Services or Wolferdawg IT Consulting’s Services for any reason;
• Any act or omission by Wolferdawg IT Consulting or the provision of inaccurate, incomplete, or incorrect information by the Client;
• Any other reason whatsoever.

Limitation Options: If any legislation implies a condition or warranty that cannot be excluded but may be limited, Wolferdawg IT Consulting’s liability for any breach of that condition or warranty is limited to one or more of the following (at Wolferdawg IT Consulting’s election):

• Replacing the IT Services or supplying equivalent IT Services or Work;
• Repairing the IT Services or the Work;
• Paying the cost of replacing the IT Services or the Work, or acquiring equivalent IT Services or Work;
• Paying the cost of having the IT Services or the Work repaired.

Laws Still Apply: Nothing in these Conditions should be interpreted as excluding, restricting, or modifying the application of any State or Federal legislation applicable to the provision of IT Services which cannot be excluded, restricted, or modified.

Errors and Omissions

Wolferdawg IT Consulting will not be liable for any inaccuracies or omissions in materials, information, or services provided by its employees, agents, or representatives. It is the Client’s responsibility to verify the accuracy of such information before reliance.

Disclaimers: Wolferdawg IT Consulting expressly disclaims all warranties, both express and implied, including any implied warranties of merchantability or fitness for a particular purpose, to the extent allowed by Oklahoma law.

Limitation of Liability: Under no circumstances will Wolferdawg IT Consulting be liable for any special, indirect, incidental, or consequential damages arising from the provision of IT Services, including loss of profits or business interruption, as permitted under Oklahoma law.

Indemnification: The Client agrees to indemnify and hold Wolferdawg IT Consulting harmless against all claims, damages, and expenses, including attorney fees, arising from any errors or omissions in the services provided by Wolferdawg IT Consulting.

Advice and Decision Making: The Client should not solely rely on Wolferdawg IT Consulting’s advice for making business or personal decisions. Instead, the Client should perform independent research and verification.

Third-Party Services: Wolferdawg IT Consulting is not responsible for errors in services provided by third parties such as internet service providers or software vendors. The Client is responsible for ensuring that third-party services meet their requirements. Wolferdawg IT Consulting will not be liable for any losses caused by third-party services.

Client-Provided Data: Wolferdawg IT Consulting is not responsible for verifying or correcting data provided by the Client. The Client is solely responsible for the accuracy and completeness of their data submitted to Wolferdawg IT Consulting. Wolferdawg IT Consulting is not liable for any damages resulting from incorrect or incomplete client-provided data.

Regulatory Compliance: The Client is responsible for ensuring that their use of IT Services complies with all applicable laws, regulations, and industry standards. Wolferdawg IT Consulting is not liable for ensuring legal compliance on behalf of the Client.

SARS-CoV-2 Vaccination Policy: Wolferdawg IT Consulting will not be responsible for service interruptions or errors caused by unvaccinated personnel. The decision to not vaccinate is personal, and Wolferdawg IT Consulting will attempt to accommodate with vaccinated personnel but cannot guarantee availability. The Client agrees that Wolferdawg IT Consulting is not liable for any inconvenience or delay due to unvaccinated personnel.

Our Responsibilities

Wolferdawg IT Consulting is committed to delivering IT Services in strict adherence to the stipulations of the Order and these Terms and Conditions. Our responsibilities include, but are not limited to, the following:

• Ensuring timely and effective delivery of the IT Services as specified in the Order.
• Providing that all personnel at Wolferdawg IT Consulting involved in delivering the IT Services are adequately trained, qualified, and possess the requisite experience.
• Offering consistent updates and communications to the Client concerning the progress of the IT Services.
• Guaranteeing that the IT Services provided align with prevailing industry standards and best practices.
• Delivering the necessary technical support and assistance required by the Client concerning the IT Services.
• Adhering to safety protocols and guidelines as prescribed by governmental and health authorities to ensure the safety and well-being of both Wolferdawg IT Consulting Personnel and the Client’s personnel.
• Complying with all relevant laws and regulations applicable to the provision of IT Services in Oklahoma.
• Maintaining the confidentiality of any sensitive or proprietary information provided by the Client in relation to the IT Services.

Wolferdawg IT Consulting’s fulfillment of these responsibilities ensures a professional, secure, and regulatory-compliant engagement for the provision of IT Services.

Privacy and Data Security

Wolferdawg IT Consulting will adhere to all applicable data protection laws relevant to Oklahoma, as well as federal laws in the collection, storage, and processing of personal data. This includes ensuring compliance with the U.S. Privacy Act and other relevant data protection regulations. The Client is responsible for providing all necessary information and obtaining all required consents for Wolferdawg IT Consulting to process personal data in compliance with these terms and conditions.

Wolferdawg IT Consulting commits to implementing and maintaining robust technical and organizational measures to safeguard personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage. The Client must promptly notify Wolferdawg IT Consulting of any data breaches or potential data breaches that could compromise Wolferdawg IT Consulting’s ability to fulfill its data security obligations.

Client Responsibilities

Compliance with Laws: The Client must adhere to all applicable federal, state, and local laws and regulations relevant to their use of the IT Services provided by Wolferdawg IT Consulting. This includes, but is not limited to, compliance with data protection and privacy laws.

Cooperation: The Client is expected to fully cooperate with Wolferdawg IT Consulting in matters related to the delivery of IT Services. This includes granting access to their systems and timely provision of necessary information and materials.

Maintenance: The Client is responsible for maintaining their systems and equipment to ensure they remain in good working condition and are free from viruses and other malicious software.

Security: The Client must implement all necessary security measures to protect their systems and data. This includes, but is not limited to, the use of firewalls, antivirus software, and appropriate physical security measures like access control systems.

Compliance with Agreements: The Client must comply with all terms of any agreements made with Wolferdawg IT Consulting, including those concerning the use of software and other intellectual property.

Accurate Information: The Client is obligated to provide truthful and complete information necessary for the provision of IT Services, including details pertaining to their systems and equipment.

Payment: The Client must fulfill all payment obligations to Wolferdawg IT Consulting as stipulated in the Order or any other agreements made between the parties.

Indemnification: The Client agrees to indemnify and hold harmless Wolferdawg IT Consulting from any claims, damages, and expenses, including attorney’s fees, arising from their use of the IT Services.

Compliance with COVID-19 Regulations: The Client must adhere to all COVID-19 related laws and guidelines within their jurisdiction. The Client must not request IT Services from Wolferdawg IT Consulting if their premises are closed or not accessible due to COVID-19 restrictions.

These responsibilities are designed to ensure legal compliance and smooth operation of the IT Services under Oklahoma law and any applicable federal regulations.

Our website

Ownership and Use of Our Website: The Wolferdawg IT Consulting website, along with all its contents and materials including text, graphics, logos, images, and software, remains the property of Wolferdawg IT Consulting. All materials are protected under copyright, trademark, and other intellectual property laws as recognized by the State of Oklahoma. The use of our website is governed by these terms and conditions, as well as any additional terms that may be posted periodically.

Limited License to Use Our Website: Wolferdawg IT Consulting grants the Client a limited, non-exclusive, non-transferable license to access and use our website. This license is for the sole purpose of gathering information about our services and products and for placing orders for these services and products. The Client is prohibited from reproducing, distributing, displaying, selling, leasing, transmitting, creating derivative works from, translating, modifying, reverse-engineering, disassembling, decompiling, or otherwise exploiting any part of our website, except as explicitly authorized in writing by Wolferdawg IT Consulting.

Prohibited Use of the Website: The Client must not use our website for any unlawful activities or in ways that are prohibited by these terms and conditions. The website should not be used in any manner that could damage, disable, overburden, or impair the website, nor should it be used in a way that could interfere with others’ use and enjoyment of the website.

Third-Party Website Links: Our website may include links to websites operated by third parties that are not controlled or owned by Wolferdawg IT Consulting. We are not responsible for the content, privacy policies, or practices of these third-party websites. The Client acknowledges that Wolferdawg IT Consulting is not liable for any damages or losses caused by the use of or reliance on any third-party content, goods, or services.

Website Disclaimer: The information and materials on our website are provided “as is” and without any warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Wolferdawg IT Consulting does not guarantee that the website or its contents will always be timely or error-free.

Website Indemnification: The Client agrees to indemnify and hold harmless Wolferdawg IT Consulting, its affiliates, officers, agents, and employees from any claims, damages, or demands, including reasonable attorneys’ fees, made by any third party arising out of the Client’s use of our website, violation of these terms and conditions, or infringement of any rights of another.

Website Updates: Wolferdawg IT Consulting reserves the right to update or modify our website, policies, and these terms at any time without prior notice. The Client is responsible for regularly reviewing these terms and conditions. Continued use of the website after any such changes constitutes the Client’s consent to such changes.

Website Credit Card Processing

Credit Card Processing: Wolferdawg IT Consulting partners with Stripe to handle credit card payments for IT Services. By providing credit card details, the Client consents to be governed by the terms and conditions and the privacy policy of Stripe.

Automatic Payments: The Client agrees that automatic payments will be charged by Wolferdawg IT Consulting for ongoing IT Services as detailed in the Order or any applicable written agreement. It is the Client’s responsibility to maintain current credit card information and to cancel automatic payments when necessary.

Refunds: Refunds for IT Services processed through Stripe are subject to Stripe’s refund policies. The Client must address disputes over refunds or any charges directly with Stripe.

Security: While Wolferdawg IT Consulting endeavors to secure credit card information, the Client recognizes the inherent risks of providing such information online. Wolferdawg IT Consulting is not liable for unauthorized access to or use of the Client’s credit card details.

Disputes: Disputes related to credit card processing or charges must be handled directly with Stripe. Wolferdawg IT Consulting is not responsible for any errors or disputes related to credit card processing that fall under Stripe’s purview.

Third Party Authorizations

While delivering IT Services, Wolferdawg IT Consulting may need to interact with third-party providers on behalf of the Client, including internet service providers. Such providers might require the Client’s explicit authorization to allow Wolferdawg IT Consulting to represent them. The Client is responsible for providing the necessary authorizations to ensure that Wolferdawg IT Consulting can effectively communicate and interact with these providers on their behalf, in compliance with Oklahoma law.

Payment, Late Payment, and Default

Payment Due Date: All invoices issued by Wolferdawg IT Consulting to the Client are due and payable within the terms stated on the invoice unless otherwise agreed in writing. Payment options include cash, credit card, or direct deposit as specified in the invoice and in accordance with these Terms and Conditions.

Late Payment: Should the Client fail to settle an invoice within ten (10) days of the due date, Wolferdawg IT Consulting reserves the right to suspend or discontinue IT Services to the Client without prior notice, in its absolute discretion.

Recoveries: All legal and other costs incurred by Wolferdawg IT Consulting in recovering late payments will be added to the Client’s outstanding balance. These costs are recoverable from the Client in addition to the original invoice amount. If the Client defaults on any payment, subsequent amounts due will become immediately payable without further notice.

Interest on Late Payments: For any overdue amounts, interest will accrue daily starting on the tenth (10th) day after the due date until full payment is received. The interest rate is the daily Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, plus 42.826 basis points. The imposition of interest is automatic and non-waivable, capped at a reasonable rate in accordance with Oklahoma law.

Application of Payments: Payments made by the Client will be applied in the following order:

1. Towards any recovery costs including legal fees, charges for dishonored checks, and other collection-related expenses.
2. Towards accrued interest on the overdue amount.
3. Towards reducing the oldest outstanding invoice to the most recent.

Security for Payment: Wolferdawg IT Consulting may require the Client to provide collateral security over their property, including but not limited to the Goods or other assets, to secure the payment of any amounts due or as a condition for continuing to provide IT Services.

Payment Arrangements: If a payment arrangement is agreed upon and IT Services are resumed, but the Client fails to meet any subsequent payment deadlines under this arrangement, Wolferdawg IT Consulting reserves the right to suspend or discontinue the provision of Services or delivery of Goods to the Client.

Non-Solicitation of Clients, Employees, and Vendors

Under these Terms, the Client agrees not to solicit or hire any employees from Wolferdawg IT Consulting during the term of their engagement and for a period of two (2) years following its conclusion, unless explicitly agreed upon in writing by both parties.

Should the Client breach this provision, they will be liable to compensate Wolferdawg IT Consulting with liquidated damages equivalent to 100% of the affected employee’s total annual compensation. This amount is set as a reasonable estimation of the costs Wolferdawg IT Consulting would incur to identify, recruit, hire, and train a suitable replacement, acknowledging the practical challenges in calculating actual losses.

Furthermore, the Client is prohibited from accessing accounts or licenses managed through Wolferdawg IT Consulting’s channel-based vendors without explicit written permission from Wolferdawg IT Consulting. The agreements in place between Wolferdawg IT Consulting and its vendors do not allow direct end-user purchases or access to billing, administrative, or configuration settings.

Any unauthorized attempt by the Client to access these accounts or licenses will lead to immediate termination of this Agreement. Wolferdawg IT Consulting will then assess a penalty based on the actual damages incurred due to the Client’s unauthorized actions, ensuring the assessment is fair and justified under the circumstances.

Software

Responsibility for Software Licenses: The Client is responsible for acquiring and maintaining all necessary licenses for any software used in conjunction with the IT Services provided by Wolferdawg IT Consulting. This responsibility covers all software installed by Wolferdawg IT Consulting.

Indemnification for Software Usage: The Client agrees to indemnify and hold Wolferdawg IT Consulting harmless against any claims, damages, losses, liabilities, and expenses resulting from the Client’s unauthorized use of software, breaches of software license agreements, or issues arising from software defects or malfunctions, including those supplied by third parties.

Ownership of Custom Software: Wolferdawg IT Consulting retains all rights, title, and interest in custom software it develops while providing IT Services to the Client, unless explicitly agreed otherwise in writing. The Client is prohibited from using, copying, or distributing this custom software without the explicit written consent of Wolferdawg IT Consulting.

Copyright and Confidentiality

1. Copyright: All materials, including but not limited to text, graphics, logos, images, and software, provided by Wolferdawg IT Consulting to Client in connection with the IT Services are the sole property of Wolferdawg IT Consulting or its licensors and are protected by copyright laws. Client shall not use, copy, distribute, or modify any of these materials without the express written consent of Wolferdawg IT Consulting.
2. Confidentiality: Client shall maintain the confidentiality of all information provided by Wolferdawg IT Consulting in connection with the IT Services, including but not limited to trade secrets, proprietary information, and confidential business information. Client shall not disclose any such information to any third party without the express written consent of Wolferdawg IT Consulting.
3. Non-Disclosure Agreement: If necessary, Wolferdawg IT Consulting and Client may enter into a separate non-disclosure agreement to further define the confidentiality obligations of each party.
4. Return of Materials: Upon completion of the IT Services or termination of this contract, Client shall return all materials provided by Wolferdawg IT Consulting in connection with the IT Services, including but not limited to software, documents, and other materials, to Wolferdawg IT Consulting or destroy such materials if instructed to do so by Wolferdawg IT Consulting.
5. Infringement: Client shall immediately notify Wolferdawg IT Consulting of any infringement or unauthorized use of the materials provided by Wolferdawg IT Consulting in connection with the IT Services and shall cooperate with Wolferdawg IT Consulting in any action taken to enforce its intellectual property rights.

Appendix A

Service Request Ticket Process

To submit a service request ticket, please adhere strictly to the following methods:

Phone: +1 (580) 956-8424

Email: support@wolferdawg.com

When contacting us, include a brief description of the problem and any screenshots that illustrate the issue. This information will aid in diagnosing and resolving the problem efficiently.

For both phone and email submissions, it is essential to provide your name, your company’s name, and your contact details for return communication.

Please note, service requests should not be submitted directly to technicians or account managers. This ensures that they can focus on solving issues promptly and maintain efficient workflow compliance with operational guidelines.

Appendix B

Response Time Objective Exclusion List

Under Oklahoma law, Wolferdawg IT Consulting is unable to guarantee specific response times or resolution speeds in the following scenarios:

• Additions, modifications, or relocation of users, devices, configurations, or network elements.
• Issues not reported in accordance with the methods outlined in this Agreement.
• Problems arising from hardware or software that do not meet our specified minimum standards.
• Service requests concerning software not installed or approved by Wolferdawg IT Consulting.
• Issues resulting from the Client’s failure to act on advice or recommendations previously provided by Wolferdawg IT Consulting.
• Issues caused by the Client or third parties altering hardware or software configurations without approval.
• Issues stemming from viruses and malware infections initiated by the user.
• Issues related to the procurement of hardware or software.
• Service requests addressing hardware and software problems for items outside their warranty period or not covered by maintenance agreements.

Appendix C

Managed IT Service Agreement Inclusion List

1. Backup and Restoration Operations: These services are included only when utilizing the backup solutions within our standardized technology stack.
2. Software Installation: Wolferdawg IT Consulting will install software only if the Client possesses an active and valid license, in compliance with legal requirements.
3. Remote Service Delivery: Unless explicitly stated otherwise, it is assumed that all services under this agreement are provided remotely by Wolferdawg IT Consulting.
4. Discretionary Support for Non-Purchased Hardware: Wolferdawg IT Consulting reserves the right to determine whether to provide troubleshooting labor for hardware that was not purchased through our company or is outside the coverage of a manufacturer’s warranty or third-party maintenance agreement.

Appendix D

Minimum Hardware Requirements

In accordance with applicable standards and to ensure the optimal performance of our services, Wolferdawg IT Consulting adheres to the following minimum hardware requirements. We do not provide support or software updates for systems that fall below these benchmarks. These standards are reviewed and updated annually to align with technological advancements and industry best practices.

• Operating System: Only systems running Windows 10 Professional or Enterprise, or Windows 11 Professional or Enterprise are supported. Server 2012 or newer is supported as well.
• Operating System Architecture: Systems must support x86-64 architecture (commonly referred to as “64 Bit”). ARM architecture systems are not supported.
• CPU (Central Processing Unit): The system must have an Intel i5, Intel i7, or Intel i9 processor from 2019 or newer, or an equivalent AMD processor.
• RAM (Random Access Memory): A minimum of 8GB DDR3 is required.
• Storage: Systems should have at least 256GB of SATA SSD storage.
• Network Interface Card (NIC): A Gigabit Ethernet or 802.11ac wireless connection is required.
• Physical Condition: Hardware must be in good working condition to be eligible for support.

These requirements ensure that the hardware is capable of running the software efficiently, thereby providing the client with a reliable and effective service experience. Compliance with these requirements is mandatory for receiving IT support and services from Wolferdawg IT Consulting.