Last Updated: 29 May 2023

These General Terms and Conditions for IT Services (“Terms and Conditions”) are a contract between Wolferdawg IT Consulting, LLC. (“Wolferdawg IT Consulting”) and the customer (“Client”) with respect to the provision of IT services by Wolferdawg IT Consulting to Client (“IT Services”).

WHEREAS, Wolferdawg IT Consulting is in the business of providing IT Services to Clients; and

WHEREAS, Client wishes to contract with Wolferdawg IT Consulting to provide IT Services;

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

Definitions

“IT Services” refers to the technical services provided by Wolferdawg IT Consulting to the Client, which may include, but are not limited to, consulting, project implementation, maintenance, support, and training services, and are provided on a fixed-fee and fixed-scope basis.

“Wolferdawg IT Consulting Personnel” refers to all individuals employed by, or otherwise contracted with, Wolferdawg IT Consulting who are engaged in the provision of IT Services to the Client.

“Client Personnel” refers to all individuals employed by, or otherwise contracted with, the Client who are engaged in the provision of IT Services to the Client.

“24×7” and “24x7x365” refer to twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year.

“Goods” refers to any tangible items and materials supplied by Wolferdawg IT Consulting in connection with the provision of IT Services to the Client.

“Order” refers to the legally binding purchase order, invoice, or other written agreement between Wolferdawg IT Consulting and the Client.

“Period” refers to a specific duration of time, as may be agreed upon between Wolferdawg IT Consulting and the Client, during which IT Services will be provided.

“Plan” refers to the plan for the provision of IT Services as outlined in the Order.

“Public Holidays” refers to any day designated as a public holiday throughout New Jersey, excluding bank holidays.

“Rates” refers to the monthly and hourly rates, as well as other charges for IT Services, including call-out fees and Return/Cancellation Fees, as outlined in the Rates Schedule, Plan, Plan Schedule, Quote, contract, or arrangement entered into by Wolferdawg IT Consulting and the Client, or as outlined in these Conditions. Additionally, “Rates” also includes any payments due to Wolferdawg IT Consulting on a quantum merit basis for any work performed.

“Quotes” refers to the estimates of the cost and duration of the IT Services provided by Wolferdawg IT Consulting to the Client.

“Reasonable Assistance Limits” refers to the maximum amount of time, effort, and resources that Wolferdawg IT Consulting will reasonably allocate to providing IT Services to the Client.

“Return/Cancellation Fee” refers to the fee charged by Wolferdawg IT Consulting for any IT Services that are returned or cancelled by the Client.

“Call Out Fee” refers to the fee charged by Wolferdawg IT Consulting for any on-site IT Services provided outside of regular business hours.

“Rates Schedule” refers to the schedule outlining the rates and charges for IT Services provided by Wolferdawg IT Consulting to the Client.

“Plan Schedule” refers to the schedule outlining the plan for the provision of IT Services as agreed upon between Wolferdawg IT Consulting and the Client.

“Service Request” refers to the request made by the Client for IT Services provided by Wolferdawg IT Consulting.

“Software” refers to any software or application provided by Wolferdawg IT Consulting in connection with the provision of IT Services to the Client.

“Ticket” refers to the document or electronic record created by Wolferdawg IT Consulting to track and manage the IT Services provided to the Client.

“Work” refers to the IT Services provided by Wolferdawg IT Consulting to the Client as outlined in the Order, Plan, and Plan Schedule.

Interpretation and Construction

1. In these Terms and Conditions, the Rates Schedule, and any quotes, orders, plans, contracts, or other arrangements in connection with the provision of IT Services and Goods by Wolferdawg IT Consulting, unless the contrary intention appears:
   1. Words denoting the singular number shall include the plural number and vice versa;
   2. Reference to any gender shall include every other gender;
   3. Reference to any Act of Congress, Statute, or Regulation shall include any amendment currently in force at the relevant time and any Act of Congress, Statue, or Regulation enacted or passed in substitution therefore;
   4. Headings and words put in bold are for convenience of reference only and do not affect the interpretation or construction of these Terms and Conditions.
   5. All references to dollars ($) are to United States Dollars.
   6. A reference to time is to Oklahoma City, United States time;
   7. A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state, or government and vice versa;
   8. A reference to a recital, clause, schedule, annexure, or exhibit is to a recital, clause, schedule, annexure, or exhibit of or to these Terms and Conditions;
   9. A recital, schedule, annexure or description of the parties forms part of these Terms and Conditions;
   10. A reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented, or replaced from time to time;
   11. Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
   12. A reference to “includes” means includes without limitation;
   13. A reference to “will” imports a condition not a warranty; and
   14. A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation, dissolution, becoming an insolvent under administration, being subject to administration and the occurrence of anything analogous or having a substantially similar effect to any of those conditions or matters under the law of any applicable jurisdiction and to the procedures, circumstances, and events which constitute any of those conditions or matters.
2. This section, entitled “Interpretation and Construction,” shall govern the interpretation and construction of these Terms and Conditions, and any disputes or ambiguities arising from the language or meaning of these Terms and Conditions shall be resolved in accordance with the provisions of this section.
3. In the event of any inconsistency between these Terms and Conditions and any other documents, agreements, or arrangements related to the provision of IT Services and Goods, including but not limited to quotes, orders, plans, and contracts, these Terms and Conditions shall prevail.
4. Any reference to any statute, regulation, or other law includes any modification, amendment, or re-enactment thereof, and any reference to any statutory provision includes any subordinate legislation made under it.
5. The failure of Wolferdawg IT Consulting to enforce any of its rights under these Terms and Conditions at any time shall not be deemed a waiver of such rights and shall not affect the validity of these Terms and Conditions or affect Wolferdawg IT Consulting’ right to subsequently enforce such rights.
6. These Terms and Conditions, together with any other documents, agreements, or arrangements referred to in these Terms and Conditions, constitute the entire agreement between the parties and supersede all previous agreements, arrangements, and understandings, whether written or oral, relating to the subject matter of these Terms and Conditions.
7. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Applications of These Conditions

1. These Terms and Conditions shall apply to all IT Services and Goods provided by Wolferdawg IT Consulting to the Client, including but not limited to consulting, project implementation, maintenance, support, and training services, as well as any tangible items or materials supplied by Wolferdawg IT Consulting in connection with the provision of IT Services.
2. These Terms and Conditions shall also apply to any quotes, orders, plans, contracts, or other arrangements related to 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.
3. The Client acknowledges and agrees that these Terms and Conditions shall apply to any Service Request made by the Client for IT Services provided by Wolferdawg IT Consulting, and that any Service Request shall be subject to these Terms and Conditions unless otherwise agreed upon in writing by Wolferdawg IT Consulting.
4. These Terms and Conditions shall also apply to any software or applications provided by Wolferdawg IT Consulting in connection with the provision of IT Services to the Client, and the Client agrees to comply with any applicable license agreements or terms of use related to such software or applications.
5. These Terms and Conditions shall also apply to any tickets or records created by Wolferdawg IT Consulting to track and manage the IT Services provided to the Client, and the Client agrees to cooperate with Wolferdawg IT Consulting in the management and resolution of any issues or problems related to such tickets or records.
6. These Terms and Conditions shall also apply to any work or services provided by Wolferdawg IT Consulting to the Client on a quantum merit basis, and the Client agrees to pay Wolferdawg IT Consulting for such work or services in accordance with the rates and charges outlined in the Rates Schedule or other agreements or arrangements between Wolferdawg IT Consulting and the Client.
7. The Client acknowledges and agrees that these Terms and Conditions shall be binding upon the Client and its Personnel, and that any failure by the Client or its Personnel to comply with these Terms and Conditions may result in the termination of the IT Services provided by Wolferdawg IT Consulting.

Commitment Terms

1. The Client may enter into agreements for the provision of IT Services by Wolferdawg IT Consulting on an annual basis.

Termination

1. The Client may terminate the IT Services provided by Wolferdawg IT Consulting at any time by providing written notice to Wolferdawg IT Consulting, with a minimum of 30 days’ notice.
2. Wolferdawg IT Consulting may terminate the IT Services provided to the Client at any time by providing written notice to the Client, with a minimum of 30 days’ notice.
3. In the event that either party breaches any of the terms and conditions of these Terms and Conditions, the non-breaching party may terminate the IT Services immediately upon written notice to the breaching party.
4. Upon termination of the IT Services, the Client shall immediately pay to Wolferdawg IT Consulting any unpaid charges for IT Services rendered prior to the date of termination and an early termination fee of $50/per month remaining on the annual term for cancelling early.

Representations

1. The Client represents and warrants that:
   1. It has the full power and authority to enter into and perform its obligations under these Terms and Conditions;
   2. It has obtained all necessary approvals and consents to enter into and perform its obligations under these Terms and Conditions;
   3. It will comply with all applicable laws, regulations, and ordinances in connection with its use of the IT Services;
   4. It will not use the IT Services for any illegal or unauthorized purpose;
   5. It will not use the IT Services in any manner that could damage, disable, overburden, or impair any Wolferdawg IT Consulting server or the network(s) connected to any Wolferdawg IT Consulting server;
   6. It will not use the IT Services in any manner that could interfere with any other party’s use of the IT Services;
   7. It will not attempt to gain unauthorized access to any IT Services, other accounts, computer systems or networks connected to any Wolferdawg IT Consulting server or to any of the IT Services, through hacking, password mining or any other means;
   8. It will not use the IT Services to transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
   9. 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;
   10. It will not use the IT Services in any manner that could infringe any third party’s intellectual property rights or other proprietary rights.
2. The Client acknowledges that Wolferdawg IT Consulting relies on the representations and warranties made by the Client in this section and that Wolferdawg IT Consulting would not enter into these Terms and Conditions but for such representations and warranties.
3. The Client acknowledges that no employee or agent of Wolferdawg IT Consulting has the authority to make any representation, warranty, or promise in relation to the provision of IT Services or Goods other than as expressly set forth in these Terms and Conditions. Any additional or different terms or conditions proposed by the Client in any form of communication shall not be binding upon Wolferdawg IT Consulting unless agreed to in writing by Wolferdawg IT Consulting.

Notices

1. Any notice, request, demand, or other communication required or permitted to be given under these Terms and Conditions shall be in writing and shall be deemed to have been given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by email, as follows:
   • If to Wolferdawg IT Consulting, to the address:
   • ATTN: Legal Department
   • Wolferdawg IT Consulting, LLC
   • 168 SE Katie Ln
   • Lawton OK 73501
   • [email protected]
2. If to the Client, to the address and email address provided by the Client at the time of entering into these Terms and Conditions.

Governing Law and Arbitration

1. These Terms and Conditions, and any disputes arising out of or related to these Terms and Conditions, shall be governed by and construed in accordance with the laws of the State of Oklahoma without giving effect to any principles of conflicts of law.
2. Any dispute, controversy or claim arising out of or relating to these Terms and Conditions, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by arbitration in accordance with the American Arbitration Association (“AAA”) Commercial Arbitration Rules. The arbitration shall be conducted in the English language by a single arbitrator in the state of Oklahoma. The award of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Assignment

1. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
2. The Client shall not assign or transfer any of its rights or obligations under these Terms and Conditions without the prior written consent of Wolferdawg IT Consulting, and any attempted assignment without such consent shall be void.
3. Wolferdawg IT Consulting shall have the right to assign or transfer any of its rights or obligations under these Terms and Conditions without the prior written consent of the Client.
4. These Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Variations of These Terms and Conditions

1. Wolferdawg IT Consulting reserves the right to make changes to these Terms and Conditions at any time and without notice to the Client. The Client is responsible for reviewing these Terms and Conditions on a regular basis.
2. Any use of the IT Services by the Client after Wolferdawg IT Consulting has made changes to these Terms and Conditions will constitute the Client’s acceptance of those changes.
3. If the Client does not agree to any changes made to these Terms and Conditions, the Client must immediately stop using the IT Services and terminate these Terms and Conditions in accordance with the “Termination” section.
4. The Client acknowledges and agrees that Wolferdawg IT Consulting may change the IT Services provided to the Client at any time and without notice to the Client.

Goods and Services

1. Quotes
   1. Wolferdawg IT Consulting may provide quotes for IT Services and any accompanying hardware to the Client upon request. The quotes will include the scope of services, the duration of the contract, and the rates and charges for the IT Services and hardware.
   2. The Client acknowledges and agrees that quotes provided by Wolferdawg IT Consulting are valid for 30 days from the date of the quote, unless otherwise specified in the quote. After 30 days, the rates and charges may be subject to change.
   3. Expiry dates on quotes are set to be able to inform Wolferdawg IT Consulting when the Quote is still active or to be discarded. Once discarded, the Quote will need to be requested again.
   4. The Client acknowledges and agrees that any additional services or hardware requested by the Client after the quote has been provided may result in additional charges, and the Client will be notified of such charges before proceeding with the additional services or hardware.
   5. When a special price or discount offer has been applied to this Quote, no other special promotion, discount, or bonus offer will be applicable.
   6. ETA information is based on an estimate given by Wolferdawg IT Consulting’ vendors and cannot be held as the actual promised date.
   7. Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimated only.
   8. The Client acknowledges and agrees that if the Client purchases IT Services or hardware through the Wolferdawg IT Consulting e-commerce website, the purchase will be subject to these Terms and Conditions and the terms and conditions of the e-commerce website.
   9. The Client acknowledges and agrees that if the Client purchases IT Services or hardware through the Wolferdawg IT Consulting e-commerce website, the purchase will be subject to the return policy outlined on the e-commerce website.
   10. The Client acknowledges and agrees that Wolferdawg IT Consulting reserves the right to adjust the prices for IT Services and hardware, including any quoted prices, in the event of a significant increase in the cost of goods or services from Wolferdawg IT Consulting’ vendors or suppliers. In such an event, Wolferdawg IT Consulting will provide written notice to the Client of any price changes and the Client may choose to terminate the IT Services in accordance with the “Termination” section.
   11. Wolferdawg IT Consulting does not keep inventory and as such only orders items once we receive a completed order from a client. If the Client would like to return an item or cancel an order, a restocking fee may apply.
2. Orders
   1. Order Forms: The Client may place an Order for Goods and/or Services with Wolferdawg IT Consulting. Typically, Wolferdawg IT Consulting will require that the Client provide a completed Order form, which must be signed and executed by the Client or an authorized representative, unless the Order is placed electronically via email or web-based system. In such cases, the Order will be treated as if signed and executed by the Client, and must include the Client’s full legal name, any applicable government identification number, the Client’s Address, and any relevant Quote number and date.
   2. Approval of Orders: The Client must sign the Order or have it duly executed on the Client’s behalf, unless the Order is sent by email or via the web-based ordering system, in which case the Order will be treated or deemed as if signed by or on behalf of the Client by the person whose name appears as the sender of the email or submitter of the form.
   3. Reliance on Appearance of Validity: Wolferdawg IT Consulting may rely upon the apparent validity of an Order, unless Wolferdawg IT Consulting has actual knowledge to the contrary. If any Order is signed or sent by email or approved through the web-based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favor of Wolferdawg IT Consulting to be:
      1. signed by, and duly authorized by, both the person who signed the Order and the person who sent the email; and
      2. duly authorized by the person on whose behalf the Order is placed or apparently placed.
   4. An Order will only be considered valid and binding upon Wolferdawg IT Consulting once it has been accepted in writing by Wolferdawg IT Consulting, and payment in full, including any related freight, delivery, and (where applicable) in-transit insurance costs, have been received by Wolferdawg IT Consulting in clear funds.
   5. No Obligation to Deliver: Wolferdawg IT Consulting is not obligated to deliver any Order until payment in full has been received and cleared by Wolferdawg IT Consulting. In the event that Wolferdawg IT Consulting is unable or unwilling to fulfill an Order, Wolferdawg IT Consulting will refund any payment made by the Client in respect of the Order.
   6. Credit Checks: The Client consents to Wolferdawg IT Consulting undertaking a credit reference check in order to ascertain the credit standing or history of the Client, should Wolferdawg IT Consulting be considering extended credit or payment terms.
   7. Cancellation of Orders: The Client may not cancel an Order without the written consent of Wolferdawg IT Consulting, which shall be granted at Wolferdawg IT Consulting’ absolute discretion. The Client acknowledges that, among other things, Wolferdawg IT Consulting cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods, and that such dispatch often occurs on the same day as the Order is placed.
   8. Processes and Procedures: The Client agrees to cooperate with Wolferdawg IT Consulting and to comply with any processes and procedures related to the provision of Services and the supply of Goods as advised by Wolferdawg IT Consulting from time to time.
   9. eCommerce Orders: The Client may also place Orders for Goods and Services through Wolferdawg IT Consulting’ ecommerce platform. The Client must provide all necessary information, including the Client’s full legal name, any applicable government identification number, the Client’s Address, and any relevant Quote number and date. The Client must also provide payment in full, including any related freight, delivery, and (where applicable) in-transit insurance costs, at the time of placing the Order.
   10. Ecommerce Pricing and Availability: The pricing and availability of Goods and Services on the ecommerce platform are subject to change without notice. Wolferdawg IT Consulting reserves the right to adjust pricing and availability based on changes in market conditions, vendor pricing, and other factors.
   11. Ecommerce Shipping and Delivery: The Client is responsible for any shipping and delivery costs associated with Orders placed through the ecommerce platform. Wolferdawg IT Consulting will provide estimated delivery dates, but cannot guarantee delivery on a specific date.
   12. Anti-Fraud Measures: Wolferdawg IT Consulting reserves the right to implement measures to prevent fraud, including but not limited to credit and identity verification checks. The Client consents to these measures and understands that Wolferdawg IT Consulting may reject potentially fraudulent Orders. Wolferdawg IT Consulting shall not be held liable for any damages resulting from the rejection of a potentially fraudulent Order.
   13. Free Trials: Wolferdawg IT Consulting may offer free trials of its Services to potential clients. The Client must provide credit card information at the time of signing up for the free trial. Wolferdawg IT Consulting reserves the right to cancel the free trial if the Client is not a good fit for the Services or if Wolferdawg IT Consulting determines that the Client is using the free trial for fraudulent or illegal activities. The Client understands that if the free trial is not cancelled before the end of the trial period, the Client will be charged for the Services at the standard rate.
3. Rates and Pricing
   1. Rates for the provision of IT Services by Wolferdawg IT Consulting to the Client shall be as specified in the Rates Schedule, as provided by Wolferdawg IT Consulting to the Client. The Rates Schedule shall outline the content and pricing of each plan offered by Wolferdawg IT Consulting. The Rates exclude taxes, and the Client shall be responsible for any taxes applicable to the provision of IT Services by Wolferdawg IT Consulting.
   2. Wolferdawg IT Consulting reserves the right to vary its Rates without providing notification to the Client. The Client shall be bound by any changes to the Rates upon the provision of such changes by Wolferdawg IT Consulting to the Client.
   3. Call-Out Fees may be charged by Wolferdawg IT Consulting if on-site services are required. Wolferdawg IT Consulting reserves the right to charge any reasonable rate for Call-Out Fees.
   4. Return/Cancellation Fees may be implemented by Wolferdawg IT Consulting and subtracted from any refund amount due to the Client.
   5. Expenses, such as travel costs, flights, car hire, and petrol, may be incurred by Wolferdawg IT Consulting in the provision of IT Services. The Client shall be responsible for any such expenses, and such expenses shall only be incurred with the written authorization of the Client prior to incurring such expenses.
   6. Separate charges for goods and services may be incurred by the Client. The Client shall be responsible for any such charges.
   7. The calculation of increments of time shall be rounded up to the nearest hour.
   8. Changes in underlying costs, such as changes in vendor pricing, shall be reflected in the Rates and the Client shall be responsible for any such changes.
   9. Wolferdawg IT Consulting shall be entitled to recover from the Client any additional costs incurred by Wolferdawg IT Consulting, including but not limited to, any increases in the cost of goods, services, or other expenses, as a result of any variation or change requested by the Client or as a result of any delay caused by the Client.
4. Services and Plans
   1. The IT Services provided by Wolferdawg IT Consulting to the Client shall be as specified in the Plan. The Plan shall outline the scope and content of the IT Services to be provided by Wolferdawg IT Consulting to the Client.
   2. Wolferdawg IT Consulting reserves the right to vary the Services and Plans without providing notification to the Client. The Client shall be bound by any changes to the Services and Plans upon the provision of such changes by Wolferdawg IT Consulting to the Client.
   3. Copies of the Services and Plans, as well as any variations thereof, may be requested by the Client at any time. Wolferdawg IT Consulting shall provide such copies upon request.
5. Contracting
   1. Wolferdawg IT Consulting reserves the right to subcontract any and all parts of the IT Services provided to the Client. This includes, but is not limited to, the provision of IT Services by Wolferdawg IT Consulting Personnel, as well as the provision of IT Services by third-party contractors or subcontractors.
   2. The Client acknowledges and agrees that Wolferdawg IT Consulting shall be fully responsible for the performance of any IT Services provided by subcontractors or third-party contractors, as if such IT Services were provided by Wolferdawg IT Consulting Personnel.
   3. Wolferdawg IT Consulting shall ensure that any subcontractors or third-party contractors comply with the terms and conditions of this agreement and shall remain fully responsible for their compliance.
   4. Any subcontracting or third-party contracting shall not relieve Wolferdawg IT Consulting of any of its obligations under this agreement.
   5. The Client consents to Wolferdawg IT Consulting entering into any subcontracting or third-party contracting arrangements.
6. Delivery, Title, and Risk
   1. Delivery Obligations: Wolferdawg IT Consulting shall use reasonable efforts to deliver the Goods to the Client’s designated delivery address within the timeframe specified in the Order, or if no timeframe is specified, within a reasonable timeframe. However, Wolferdawg IT Consulting shall not be liable for any failure or delay in delivery that is caused by circumstances beyond its reasonable control, including but not limited to, supply chain disruptions, third-party delays, or transportation issues.
   2. Availability for Delivery: The Client shall ensure that a representative is available to receive the Goods at the designated delivery address during normal business hours, unless otherwise arranged with Wolferdawg IT Consulting.
   3. Passing of Risk: The risk of loss, damage, or destruction of the Goods shall pass to the Client upon delivery to the Client’s designated delivery address. Title to the Goods shall remain with Wolferdawg IT Consulting until full payment for the Goods has been received by Wolferdawg IT Consulting in cleared funds.
   4. Insurance Obligation: The Client shall be responsible for adequately insuring the Goods from the time of delivery.
   5. Retention of Title: Until full payment for the Goods has been received by Wolferdawg IT Consulting in cleared funds, title to the Goods shall remain vested in Wolferdawg IT Consulting, and the Client shall hold the Goods as a fiduciary bailee and agent for Wolferdawg IT Consulting. The Client shall not sell the Goods without the express written consent of Wolferdawg IT Consulting. The Client shall keep the Goods separate from other goods and maintain the Goods and their labeling and packaging intact. In the event that the Client breaches these terms and sells the Goods, the Client shall hold the proceeds of such sale in trust for Wolferdawg IT Consulting and shall promptly remit such proceeds to Wolferdawg IT Consulting. Wolferdawg IT Consulting shall have the right, without prior notice, to enter the Client’s premises where the Goods are suspected to be located, take possession of the Goods, and sever and remove the Goods. The Client hereby irrevocably authorizes and directs Wolferdawg IT Consulting, its employees, and agents to enter such premises as Wolferdawg IT Consulting’ duly authorized agent and shall indemnify and hold Wolferdawg IT Consulting harmless from and against any costs, claims, allegations, demands, damages, or expenses arising from or in connection with such entry, repossession, or removal. The Client irrevocably appoints Wolferdawg IT Consulting as its attorney to do anything Wolferdawg IT Consulting deems necessary in order to enter such premises and repossess the Goods as contemplated by this section.
7. Returns and Claims for Goods and Services
   1. Returns and Claims Policy: All returns and claims for Goods and Services provided by Wolferdawg IT Consulting must be in accordance with the applicable conditions and policies of the relevant manufacturer or supplier. The Client agrees to indemnify and hold Wolferdawg IT Consulting harmless in regards to any further obligations or failures on the part of the manufacturer or supplier.
   2. Non-Returnable Goods: Customized Goods, Goods obtained from overseas, Goods obtained from a supplier who is no longer trading, and other Goods that are deemed not readily returnable, may not be returned or their related services cancelled by the Client.
   3. Inspection Duty: The Client is required to inspect all Goods upon delivery and must provide written notice within 7 days of any issues or concerns that may result in a return or claim. If no notice is given within this timeframe, the Goods will be considered accepted without the ability for return or claim.
   4. Return Conditions: In the event that the Client is entitled to return Goods, they must be returned in their original condition and unopened. However, if upon opening the packaging, it becomes apparent that the Goods are different from what is described on the packaging or that the Goods are faulty, they may be returned.
   5. Return Costs: The Client is responsible for any costs and expenses incurred by Wolferdawg IT Consulting in arranging the return of the Goods to the manufacturer or supplier and/or the cancellation of any related services, unless the manufacturer or supplier pays for such costs.
   6. Consequences of Use, Installation, Customization, or Sale: The Client will indemnify and hold Wolferdawg IT Consulting harmless in regards to any allegations and claims made in regards to the Goods once they have been used, installed, customized, or re-sold by the Client. This does not affect the recourse of such a customer to the manufacturer of the Goods.
8. Computer Utility, Functionality, and Fitness for Purpose
   1. Service Limitations Due to the Nature of Computing: The Client acknowledges that the provision of IT Services may involve trial and error and that it is a field that is often applied in novel or unknown circumstances and requiring experience. In particular, the Client acknowledges that the IT Services may involve tests, troubleshooting, advice, and recommendations that may prove incorrect or inappropriate, particularly in attempts to resolve a problem the Client is experiencing. While Wolferdawg IT Consulting will make all reasonable efforts to provide appropriate tests, troubleshooting, sound advice, and good recommendations to assist the Client, the Client shall indemnify and hold Wolferdawg IT Consulting harmless in the provision of its IT Services.
   2. Reasonable Assistance Limits: Wolferdawg IT Consulting is only obliged to provide what it considers, in its absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customization of new software or hardware for the Client or any other work) under any Plan and the Client shall pay for additional work at the Rates unless otherwise agreed. Without limiting Wolferdawg IT Consulting’ discretion to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during business hours over a period of time not exceeding any period that Wolferdawg IT Consulting has allowed or estimates the work will take, whether or not notice of the time allowed or estimated is given by Wolferdawg IT Consulting to the Client.
      1. Recommendations, Suitability, Functionality, and Fitness for Purpose: The parties acknowledge that:
      2. Wolferdawg IT Consulting may recommend that the Client purchase goods provided by third parties from time to time;
      3. Recommendations may be made in situations where the Client has made known to Wolferdawg IT Consulting the purpose for which the goods will be used or some function sought to be fulfilled;
      4. The Client acknowledges that Wolferdawg IT Consulting has no control over many factors involved with the suitability, function, or fitness for purpose of goods in an existing or new computer environment, e.g. compatibility or ability of the goods to fit into or perform to expectations in the receiving computer/internet environment, or the behavior of third-party suppliers in relation to support;
      5. The Client acknowledges that for a number of reasons outside of Wolferdawg IT Consulting’ control, the goods may fail to meet the Client’s expectations, may not be suitable for any of the purposes sought, or may not function properly in all or any respects;
      6. The Client acknowledges that the IT Services provided by Wolferdawg IT Consulting may involve the task of seeking to customize goods so that they may be fit for particular purposes and that customization may be a substantial project in itself;
      7. Accordingly, the Client shall accept sole responsibility for, and indemnify and hold Wolferdawg IT Consulting harmless in respect of:
         1. decisions as to whether or not to follow recommendations by Wolferdawg IT Consulting;
         2. decisions as to whether or not to purchase or customize Goods or obtain Services for any particular purpose; and
         3. any failure or defect in sustainability, function, or fitness for purpose of any Goods and/or Services, including a responsibility to obtain independent advice or a second opinion from a suitably qualified person.
      8. Where Wolferdawg IT Consulting provides Services with a view to achieving the Client’s purposes, suitability, function, or fitness for purpose (whether expressed, agreed, or otherwise), the Client must pay for those Services on time without any set-off or counter-claim, whether or not Wolferdawg IT Consulting is able to achieve any of such purposes, sustainability, function, or fitness for purpose, provided that Wolferdawg IT Consulting has acted in good faith and has made what it considers, in its absolute discretion, to have made all reasonable endeavors to achieve those outcomes.
   3. Testing Procedures: The Client shall follow the instructions of Wolferdawg IT Consulting with regard to testing or troubleshooting any problems and if those do not resolve the outstanding problems, Wolferdawg IT Consulting shall, subject to the provisions of these Terms and Conditions, provide additional troubleshooting, testing, or repair services at the rates provided in the Rates Schedule.
9. Warranty: Wolferdawg IT Consulting does not warrant that the Services will be uninterrupted or error-free. The Services are provided on an “as is” and “as available” basis. Wolferdawg IT Consulting does not warrant that the Services will meet the Client’s requirements or that the Services will be suitable for any particular purpose. Wolferdawg IT Consulting will not be liable for any damages suffered by the Client as a result of the use of the Services, including, but not limited to, loss of data or business interruption. Wolferdawg IT Consulting will not be liable for any loss of profits or revenue, or for any indirect, special, incidental, or consequential damages arising out of or in connection with the provision of the Services.
10. Limitation of Liability: Wolferdawg IT Consulting’ liability to the Client in connection with any product purchased through Wolferdawg IT Consulting or in connection with the use of any Services provided by Wolferdawg IT Consulting is strictly limited to the purchase price of that product or the Services provided. Wolferdawg IT Consulting will not be liable for any loss or damage that is not reasonably foreseeable.
11. Indemnification: The Client shall indemnify and hold Wolferdawg IT Consulting, its affiliates, officers, agents, and employees, harmless from any and all claims, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with the provision of IT Services by Wolferdawg IT Consulting to the Client, including but not limited to any claims arising from the Client’s breach of these Terms and Conditions, or the Client’s use of the IT Services. The Client shall also be responsible for any and all losses, damages, and liabilities incurred by Wolferdawg IT Consulting as a result of the Client’s actions or omissions.
12. Insurance: The Client shall maintain in force, at its own expense, insurance coverage in amounts and types reasonably sufficient to protect the Client and Wolferdawg IT Consulting from any and all claims, demands, damages, losses, liabilities, costs, and expenses that may arise from or in any way be connected with the provision of IT Services by Wolferdawg IT Consulting to the Client. The Client shall provide Wolferdawg IT Consulting with evidence of such insurance upon request.
13. Product Specifications: Wolferdawg IT Consulting makes every effort to supply the Goods in accordance with the Order and the product specifications outlined in the Plan or Rates Schedule. However, Wolferdawg IT Consulting reserves the right to supply alternate Goods that may have minor variations in actual dimensions and specifications, where these changes are made by the manufacturer of the Goods after the Order date and before delivery.
14. Substitute Goods: In the event that Wolferdawg IT Consulting is unable to supply the Goods ordered by the Client, Wolferdawg IT Consulting may supply alternate Goods of equal or superior quality. The Client shall not be charged a higher price than the price quoted or agreed for the Goods originally ordered.

Force Majeure

Neither party shall be liable for any delay or failure in performance of its obligations under these Terms and Conditions to the extent that such delay or failure is caused by any act of God, war, civil commotion, strikes, lockouts, or other industrial disputes, fire, flood, drought, tempest, or any other cause beyond the reasonable control of the party in question. The party affected by such an event shall give notice to the other party as soon as is reasonably possible of the nature and extent of the event and the period for which it is expected to continue. If the period of delay or non-performance continues for a continuous period of more than 30 days, either party may terminate these Terms and Conditions by giving written notice to the other party.

Liability

1. Exclusion of Liability: Except as specifically set out in these Terms and Conditions and to the extent permitted by law, any term, condition, or warranty in respect of 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 hereby expressly excluded.
2. No Liability for Program or Data Loss: The Client shall indemnify and hold Wolferdawg IT Consulting harmless in respect of any claim, loss, or expense incurred by the Client or any third party for any program or data loss or damage suffered by the Client or that third party arising directly or indirectly from the supply of the Goods or Services by Wolferdawg IT Consulting to the Client. The Client acknowledges that they are solely responsible for backing up their programs and data in order to mitigate their own potential loss of programs and data.
3. Limitation on Consequential Damage: The Client shall indemnify and hold Wolferdawg IT Consulting harmless in respect of any claim for any indirect or consequential losses or expenses suffered by the Client or any third party, howsoever caused, including but not limited to loss of turnover, profits, business, or goodwill, or any liability to the Client or any third party.
4. Limit on Damage from a Failure in Supply: The Client shall indemnify and hold Wolferdawg IT Consulting harmless for any claim for loss or damage by the Client or a third party where Wolferdawg IT Consulting has failed to meet any delivery date or cancels or suspends the supply of Goods or Services.
5. General Limit on Liability: Except as otherwise expressly stated in these Terms and Conditions, Wolferdawg IT Consulting shall not be liable for any loss or damage of any kind however caused (including, but not limited to, by the negligence of Wolferdawg IT Consulting) which is suffered or incurred by the Client in connection with:
   1. IT Services or any Work provided to the Client;
   2. these Terms and Conditions;
   3. the Client’s use of Wolferdawg IT Consulting’ website (including the use of a credit card or other debit device) or any linked website;
   4. the non-availability of IT Services or Wolferdawg IT Consulting’ Services for any reason;
   5. any act or omission of Wolferdawg IT Consulting or the provision of inaccurate, incomplete, or incorrect information by the Client, or
   6. for any other reason whatsoever.
6. Limitation Options: To the extent that any legislation implies a condition or warranty that cannot be excluded but can be limited, Wolferdawg IT Consulting’ liability for any breach of that condition or warranty is limited to Wolferdawg IT Consulting doing any one or more of the following (at its election):
   1. replacing the IT Services or supplying equivalent IT Services or Work;
   2. repairing the IT Services or the Work;
   3. paying the cost of replacing the IT Services or the Work or acquiring equivalent IT Services or Work; or
   4. paying the cost of having the IT Services or the Work repaired.
7. Laws Still Apply: Nothing in these Conditions is to be interpreted as excluding, restricting, or modifying or having the effect of excluding, restricting, or modifying the application of any State or Federal legislation applicable to the provision of IT Services which cannot be excluded, restricted, or modified.

Errors and Omissions

1. Errors and Omissions: Wolferdawg IT Consulting shall not be liable for any errors or omissions in any materials, information, or services provided by Wolferdawg IT Consulting, its employees, agents, or representatives. The Client shall be responsible for verifying the accuracy of any information or materials provided by Wolferdawg IT Consulting prior to relying on such information or materials.
2. No Warranties: Wolferdawg IT Consulting makes no warranties, express or implied, with respect to the IT Services provided under this contract. Wolferdawg IT Consulting specifically disclaims any implied warranties of merchantability or fitness for a particular purpose.
3. Limit on Liability: In no event shall Wolferdawg IT Consulting be liable for any special, indirect, incidental, or consequential damages, including but not limited to loss of profits or business interruption, arising out of or in connection with the provision of IT Services under this contract.
4. Indemnification: The Client shall indemnify and hold Wolferdawg IT Consulting harmless from and against any and all claims, losses, damages, and expenses, including attorneys’ fees, arising out of or in connection with any errors or omissions in any materials, information, or services provided by Wolferdawg IT Consulting, its employees, agents, or representatives.
5. No Reliance on Advice: The Client shall not rely on any advice or information provided by Wolferdawg IT Consulting, its employees, agents, or representatives, in making any business or personal decisions, and shall conduct its own research and investigation prior to making any such decisions.
6. No Responsibility for Third-Party Services: Wolferdawg IT Consulting shall not be responsible for any errors or omissions in any services provided by third parties, including but not limited to internet service providers, software vendors, or other service providers. The Client shall be responsible for ensuring that any services provided by third parties meet their requirements and for any issues arising from their use. Wolferdawg IT Consulting shall not be liable for any loss or damage caused by the use of third-party services, including but not limited to loss of data or interruptions in service.
7. No Responsibility for Client-Provided Data: Wolferdawg IT Consulting shall not be responsible for any errors or omissions in any data or information provided by the Client, including but not limited to inaccuracies, incompleteness, or incorrect formatting. The Client shall be responsible for ensuring that any data or information provided to Wolferdawg IT Consulting is accurate, complete, and properly formatted. Wolferdawg IT Consulting shall not be liable for any loss or damage caused by the use of incorrect or incomplete data or information provided by the Client.
8. No Responsibility for Regulatory Compliance: Wolferdawg IT Consulting shall not be responsible for ensuring compliance with any laws, regulations, or industry standards, including but not limited to data privacy laws, intellectual property laws, or health and safety laws. The Client shall be responsible for ensuring compliance with any applicable laws, regulations, or industry standards.
9. SARS-CoV-2 Vaccination Exclusion: Wolferdawg IT Consulting shall not be responsible for any errors or omissions in any services provided by Wolferdawg IT Consulting’ personnel that are not vaccinated against SARS-CoV-2. Such personnel may not be allowed to provide services on-site or in-person to clients due to federal, state, and local regulations and guidelines. Wolferdawg IT Consulting will make every effort to provide alternative personnel who are vaccinated to provide the services, but this cannot be guaranteed. Client acknowledges and agrees that the decision to not receive the SARS-CoV-2 vaccination is a personal choice and Wolferdawg IT Consulting shall not be held liable for any inconvenience or delay caused by such unvaccinated personnel.

Our Responsibilities

1. Wolferdawg IT Consulting shall be responsible for providing the IT Services in accordance with the Order and these Terms and Conditions. This includes but is not limited to:
   1. Providing timely and efficient delivery of the IT Services, as agreed upon in the Order.
   2. Ensuring that all Wolferdawg IT Consulting Personnel engaged in providing the IT Services are properly trained, qualified, and experienced in the provision of such services.
   3. Providing regular communication and updates to the Client regarding the progress of the IT Services.
   4. Ensuring that all IT Services provided meet industry standards and best practices.
   5. Providing necessary technical support and assistance to the Client in relation to the IT Services.
   6. Following the safety protocols and guidelines set by the government and health authorities in order to ensure the safety and well-being of all Wolferdawg IT Consulting Personnel and the Client Personnel during the provision of IT Services.
2. Wolferdawg IT Consulting shall comply with all applicable laws and regulations in the provision of IT Services.
3. Wolferdawg IT Consulting shall maintain the confidentiality of any confidential or proprietary information provided by the Client in connection with the IT Services.

Privacy and Data Security

1. Wolferdawg IT Consulting shall comply with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), in the collection, storage, and processing of personal data. The Client shall provide all necessary information and obtain all necessary consents for Wolferdawg IT Consulting to process personal data in accordance with these terms and conditions.
2. Wolferdawg IT Consulting shall implement and maintain appropriate technical and organizational measures to protect personal data from unauthorized or unlawful processing, accidental loss, destruction, or damage. The Client shall notify Wolferdawg IT Consulting of any data breaches or potential data breaches that may affect Wolferdawg IT Consulting’ ability to comply with its data security obligations.

Client Responsibilities

1. Compliance with Laws: The Client shall comply with all applicable laws and regulations in connection with their use of the IT Services provided by Wolferdawg IT Consulting, including but not limited to data protection and privacy laws.
2. Cooperation: The Client shall cooperate with Wolferdawg IT Consulting in all matters relating to the provision of IT Services, including but not limited to providing access to their systems and providing necessary information and materials in a timely manner.
3. Maintenance: The Client shall be responsible for the maintenance of their systems and equipment, including but not limited to ensuring that their systems are kept in good working condition and are free of viruses and other harmful software.
4. Security: The Client shall take all necessary steps to ensure the security of their systems and data, including but not limited to implementing appropriate security measures such as firewalls and antivirus software, as well as physical security measures such as access control systems.
5. Compliance with Agreements: The Client shall comply with all agreements entered into with Wolferdawg IT Consulting, including but not limited to any agreements related to the use of software or other intellectual property.
6. Accurate Information: The Client shall provide accurate and complete information to Wolferdawg IT Consulting in connection with the provision of IT Services, including but not limited to information related to their systems and equipment.
7. Payment: The Client shall make all payments to Wolferdawg IT Consulting in accordance with the terms of the Order or other agreement entered into with Wolferdawg IT Consulting.
8. Indemnification: The Client shall indemnify and hold Wolferdawg IT Consulting harmless from and against any and all claims, damages, and expenses, including but not limited to attorney’s fees, arising from the Client’s use of the IT Services provided by Wolferdawg IT Consulting.
9. Compliance with COVID-19 Regulations: The Client shall comply with all COVID-19 regulations and guidelines in their jurisdiction and shall not request Wolferdawg IT Consulting to provide IT Services if the Client’s premises are closed or inaccessible due to COVID-19 restrictions.

Our Website

1. Ownership and Use of Our Website: The Wolferdawg IT Consulting website, and all content and materials included therein, including but not limited to text, graphics, logos, images, and software, are the property of Wolferdawg IT Consulting and are protected by copyright, trademark, and other intellectual property laws. The use of our website is subject to these terms and conditions, and any additional terms and conditions that may be posted on our website from time to time.
2. 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 for the purpose of obtaining information about our services and products and for the purpose of ordering our services and products. The Client shall not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit our website or any portion thereof, except as expressly permitted by us in writing.
3. No Unlawful or Prohibited Use: The Client shall not use our website for any purpose that is unlawful or prohibited by these terms and conditions. The Client shall not use our website in any manner that could damage, disable, overburden, or impair our website or interfere with any other party’s use and enjoyment of our website.
4. Links to Third-Party Websites: Our website may contain links to third-party websites that are not owned or controlled by Wolferdawg IT Consulting. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. The Client acknowledges and agrees that Wolferdawg IT Consulting shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website.
5. Website Disclaimer: The information and materials on our website are provided “as is” and “as available” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Wolferdawg IT Consulting does not warrant that our website or the information or materials contained therein will be timely or error-free.
6. Website Indemnification: The Client agrees to indemnify and hold Wolferdawg IT Consulting, its affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the Client’s use of our website, the Client’s violation of these terms and conditions, or the Client’s violation of any rights of another.
7. Website Updates: Wolferdawg IT Consulting reserves the right to make changes to our website, policies, and these terms and conditions at any time and without notice. The Client shall be responsible for reviewing and becoming familiar with any such modifications. Use of our website following any such change constitutes the Client’s acceptance of the new terms and conditions.

Website Credit Card Processing

1. Credit Card Processing: Wolferdawg IT Consulting uses Stripe for the processing of credit card payments for IT Services. By providing credit card information to Wolferdawg IT Consulting, the Client agrees to be bound by Stripe’s terms and conditions and privacy policy.
2. Automatic Payments: The Client acknowledges that automatic payments will be made to Wolferdawg IT Consulting for IT Services on a recurring basis, as specified in the Order or any other written agreement between the parties. The Client is responsible for ensuring that their credit card information remains up-to-date and for cancelling any automatic payments if necessary.
3. Refunds: The Client acknowledges that refunds for IT Services may be processed through Stripe and will be subject to Stripe’s refund policy. Any disputes regarding refunds or charges made to the Client’s credit card must be resolved directly with Stripe.
4. Security: Wolferdawg IT Consulting takes reasonable steps to protect the security of credit card information, but the Client acknowledges that there is always a risk of unauthorized access or use of credit card information. Wolferdawg IT Consulting shall not be liable for any unauthorized access or use of the Client’s credit card information.
5. Disputes: Any disputes regarding credit card processing or charges made to the Client’s credit card must be resolved directly with Stripe. Wolferdawg IT Consulting shall not be liable for any disputes or errors in credit card processing that are the responsibility of Stripe.

Third Party Authorizations

In the course of providing IT Services to the Client, Wolferdawg IT Consulting may be required to contact third-party providers on the Client’s behalf, such as internet service providers. These providers may require the Client’s authorization for Wolferdawg IT Consulting to act on their behalf. It is the Client’s responsibility to ensure that Wolferdawg IT Consulting is able to communicate and interact freely with these providers.

Payment, Late Payment, and Default

1. Payment Due Date: All invoices issued by Wolferdawg IT Consulting to the Client shall be due and payable within the terms stated on the invoice, unless otherwise agreed in writing. Payment shall be made by cash, credit card, or direct deposit in accordance with these Terms and Conditions and the method specified in the invoice.
2. Late Payment: In the event that the Client fails to pay an invoice within seven (7) days of the due date, Wolferdawg IT Consulting reserves the right, in its absolute discretion and without prior notice, to suspend or discontinue the provision of IT Services to the Client.
3. Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments shall be added to the amount due by the Client to Wolferdawg IT Consulting and shall be recoverable from the Client, in addition to the original invoice cost. If the Client defaults in payment of any invoice on time, any amounts that would have become due by the Client at a later date shall be immediately due and payable without further notice to the Client.
4. Interest: In the event of default in payment of any Sum Due, interest shall accrue at a rate equal to the daily Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York plus 42.826 basis points, calculated and charged daily on and from the tenth (10th) day following the due date until the Sum Due is paid in full. The application of such interest shall be automatic and cannot be waived. The maximum interest rate shall be limited to a reasonable limit as determined by applicable laws.
5. Application of Funds: All payments made by the Client to Wolferdawg IT Consulting shall be applied as follows:
   1. First, towards payment of any costs (including legal costs), charges, expenses, or outgoings paid by Wolferdawg IT Consulting in relation to any dishonored check fees, collection costs, or any other action taken by Wolferdawg IT Consulting for the recovery of any amounts owing by the Client to Wolferdawg IT Consulting;
   2. Secondly, towards payment of any interest due or payable hereunder;
   3. Thirdly, towards payment of the Client’s debts to Wolferdawg IT Consulting, in order from the longest standing due to the most recently incurred.
6. Security: Wolferdawg IT Consulting may require the Client to provide security over their property (including the Goods or any other property of the Client’s) as collateral to be held as security for any amount due or as a condition precedent to the continuation of the provision of IT Services by Wolferdawg IT Consulting to the Client.
7. Payment Arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, Wolferdawg IT Consulting reserves the right, at its discretion, to suspend or discontinue the supply of Goods or Services to the Client.

Non-Solicitation of Clients, Employees, and Vendors

1. The Client agrees not to solicit or hire any employees of Wolferdawg IT Consulting during the course of engagement and for a period of two (2) years thereafter, unless otherwise agreed upon in writing.
2. In the event of a violation of this provision, the Client shall be liable to pay Wolferdawg IT Consulting liquidated damages in the amount of 100% of the employee’s total annual salary, as it would be impracticable to ascertain the actual amount of damages. The liquidated damages reflected herein are not intended as a penalty and are reasonably calculated based upon the projected costs Wolferdawg IT Consulting would incur to identify, recruit, hire, and train suitable replacements for such personnel.
3. The Client agrees not to seek access to accounts or licenses provided by Wolferdawg IT Consulting’ channel-based vendors without prior written authorization from Wolferdawg IT Consulting. The software license agreements and partnership agreements between Wolferdawg IT Consulting and its channel-based vendors do not permit direct end-user license purchasing or access to billing, administrative, or configuration portals.
4. Any attempt by the Client to solicit access to Wolferdawg IT Consulting’ vendor accounts without prior written authorization shall result in the immediate termination of this Agreement, with a penalty to be assessed by Wolferdawg IT Consulting in the fair amount of damages incurred by the Client’s unauthorized access to Wolferdawg IT Consulting’ vendors.

Software

1. Responsibility for Software Licenses: The Client shall be solely responsible for obtaining and maintaining all necessary licenses for any software utilized in connection with the IT Services provided by Wolferdawg IT Consulting. This includes all software installed by Wolferdawg IT Consulting.
2. Indemnification for Software Usage: The Client shall indemnify and hold Wolferdawg IT Consulting harmless from and against any and all claims, damages, losses, liabilities, and expenses arising from or related to the Client’s unauthorized use of software, any breach of software license agreements by the Client, or any problem, defect, or malfunction associated with any software (or related services) supplied by third parties.
3. Ownership of Custom Software: Unless otherwise agreed in writing, Wolferdawg IT Consulting shall retain all rights, title, and interest in any custom software developed by Wolferdawg IT Consulting in the course of providing IT Services to the Client. Any use, reproduction, or distribution of such custom software by the Client without the express written consent of Wolferdawg IT Consulting shall be strictly prohibited.

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

When you contact us to Submit a service request ticket only the method below must be used:

Phone: +1 (580) 956-8424

Email: [email protected]

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

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

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

Appendix B

Response Time Objective Exclusion List

We cannot provide any guarantee of response times and resolution times in the following circumstances:

1. Additions, moves, or changes to: users, devices, configurations, or network.
2. Issues lodged in any other manner than specified in this Agreement.
3. Items caused by hardware or software not meeting our minimum standards.
4. Service requests related to Software not on our approved software lists.
5. Service requests for issues that have been caused by Client not acting on previously provided advice or recommendations given by Wolferdawg IT Consulting.
6. Service requests for issues caused by Client or third parties modifying any hardware or software configuration.
7. Service requests for issues related to user-initiated viruses and malware infections.
8. Service requests for issues involving the sourcing of hardware/software.
9. Service requests for hardware and software issues of items that are not under current warranty or maintenance coverage.

Appendix C

Managed IT Service Agreement Inclusion List

Description	Frequency	Included
Configure New Profiles on Desktops and Laptops	As Needed	Yes
Add/Edit/Delete User Accounts	As Needed	Yes
Forgotten Password Resets	As Needed	Yes
Archive Old User Accounts (Backup Emails & Files)	As Needed	Yes
Setup & Maintain Security Groups	As Needed	Yes
Setup & Maintain Network Drives	As Needed	Yes
Restore Files from Backups	As Needed	Yes
Troubleshoot Operating System Not Working	As Needed	Yes
Troubleshoot Microsoft Office Not Working	As Needed	Yes
Troubleshoot Anti-Virus Not Working	As Needed	Yes
Reboot Servers/Desktops	As Needed	Yes
Troubleshoot Hardware Issues	As Needed	Yes
Hard Drive Clean-Up (Temp & Unnecessary Files)	As Needed	Yes
Warranty Claim Processing	As Needed	Yes
Microsoft Patch Management	As Needed	Yes
Update Approved 3rd Party Applications	As Needed	Yes
Monitor all Critical Servers/Computer Services	As Needed	Yes
Monitor Anti-Virus Running & Protection Enabled	As Needed	Yes
Monitor Anti-Virus Definitions & Updates	As Needed	Yes
Monitor Anti-Malware Running & Protection Enabled	As Needed	Yes
Monitor Anti-Malware Definitions & Updates	As Needed	Yes
Monitor Disk Health + Space, Defrag If Necessary	As Needed	Yes
Monitor High CPU Usage	As Needed	Yes
Monitor High System RAM Usage	As Needed	Yes
Monitor Security and Event Logs	As Needed	Yes
Roll Out Our Best Practice Security Policies	As Needed	Yes
Monitor Server/Computer Backups	As Needed	Yes
Troubleshoot Server/Computer Backup Failures	As Needed	Yes
Monitor Office 365 Backups	As Needed	Yes
Troubleshoot Office 365 Backup Failures	As Needed	Yes
Manual Test Restore & Report of All Approved Backups	As Needed	Yes
Clean & Reset Printer Queues	As Needed	Yes
Troubleshoot Printer Issues	As Needed	Yes
Add/Edit/Delete Printer Mapping Group Policies	As Needed	Yes
Add/Edit/Delete Printer Drivers for Existing Printers	As Needed	Yes
Troubleshoot Printer Hardware Issues	None	No
Troubleshoot Internet Service Provider Issues & Outages	As Needed	Yes
Troubleshoot Network Switch Issues	As Needed	Yes
Troubleshoot Wifi Access Point Issues	As Needed	Yes
Update Wifi SSID / Keys	As Needed	Yes
Troubleshoot Router Issues	As Needed	Yes
Troubleshoot Firewall Issues	As Needed	Yes
Firewall Security Audit & Adjustment	As Needed	Yes
Monitor Network Switches Operations & Availability	As Needed	Yes
Monitor Wifi Access Point Operations & Availability	As Needed	Yes
Monitor Router Operations & Availability	As Needed	Yes
Monitor Firewall Operations & Availability	As Needed	Yes
Add/Edit/Delete MX Records	As Needed	Yes
Add/Edit/Delete TXT Records	As Needed	Yes
Add/Edit/Delete PTR Records	As Needed	Yes
Add/Edit/Delete CNAME Records	As Needed	Yes
Add/Edit/Delete A Records	As Needed	Yes
Configure Outlook on Mobile Phone/Tablet	As Needed	Yes
Configure Teams App on Mobile Phone/Tablet	As Needed	Yes
Configure OneDrive for Business App on Mobile Phone	As Needed	Yes
Add/Edit/Delete Office 365 User Accounts	As Needed	Yes
Add/Edit/Delete Microsoft 365 and Security Groups	As Needed	Yes
Add/Edit/Delete Office 365 Shared Mailboxes	As Needed	Yes
Add/Edit/Delete Office 365 Distribution Groups	As Needed	Yes
Forgotten Office 365 Password Resets	As Needed	Yes
Archive Old Office 365 User Accounts (Backup Email & OneDrive)	As Needed	Yes
Restore Office 365 Files & Email from Backups	As Needed	Yes
Install & Connect OneDrive Desktop Client	As Needed	Yes
Install & Connect Microsoft Teams Desktop Client	As Needed	Yes

• Backup and restore operation inclusions only apply when using the backup platforms in our standardized technology stack.
• We are unable to install any software in which Client does not maintain an active and lawful license for.
• Unless noted otherwise, it is implied that all inclusions are conducted remotely by Wolferdawg IT Consulting.
• We maintain the sole discretion as to whether Wolferdawg IT Consulting will cover troubleshooting labor for hardware that was not purchased from Wolferdawg IT Consulting or if the device is not currently covered by the Manufacturer’s warranty or third-party maintenance agreement.

Appendix D

Minimum Hardware Requirements

• We will not provide any form of support or software for machines that are below our minimum hardware requirements.
• Our standards are assessed and updated on a yearly basis.
• Operating System: Windows 10 Professional or Enterprise / Windows 11 Professional or Enterprise
• Operating System Type: x86-64 (commonly referred to as “64 Bit”)
• CPU: Intel i5 (from 2019 to present); Intel i7 (from 2019 to present); Intel i9; incl. AMD equivalents. ARM is not supported.
• RAM: 8GB DDR3
• Storage: 256GB SATA SSD
• NIC: Gigabit Ethernet or 802.11ac Wireless Connection
• Physical Condition: Must be in general good working condition