216‐662‐3200

Accellis Professional Service Agreement

Accellis is pleased to present you with this Service Agreement for the delivery of consulting services for your organization. We hope it will answer any questions you may have regarding our standard pricing structures. If you have any questions, please do not hesitate that to call us directly at (216) 662-3200. We look forward to providing your organization all the top quality products and consulting services all our clients have come to expect from Accellis.

  • Software Consulting – Billed at a $155 per hour. Includes Practice Management, Billing & Accounting and most Document Management services.
  • Network Consulting – Billed at $135 per hour. Includes server, desktop, printer, router, switching, security, email, and Microsoft Office support
  • Application Development – Billed at $155 per hour with a 1-hour minimum. Includes custom software integration, data conversions / migrations, web and client portal development.
  • Managed Services – 24X7 Network and Desktop Performance & Availability monitoring.  Includes regularly scheduled preventative maintenance and full Accellis Service Center remote support. Managed devices include all Network servers and applications including Exchange, AntiVirus, Anti-Spam, Backup Systems, all network security and All desktop devices / applications. Program rates vary.

 

General Terms & Conditions

General Services Invoicing – On-site and remote telephone or Internet support will be invoiced in fifteen (15) minute increments (at applicable service rate) with on-site support and application development having a one hour minimum.  Hourly rates include one way travel to Client’s site (such charge may not apply for all services). It is Accellis’ policy to collect one hundred percent (100%) of initial hardware and software costs upon the parties’ execution of this Agreement.  Service deposits of up to fifty percent (50%) may also be required. If you dispute any charges, you must contact us within thirty (30) calendar days of the disputed invoice or all charges on some shall be deemed due, payable and accepted by all parties.

Customer Obligations – The customer shall provide to Accellis, free of charge, such computer facilities and resources, computer consumables, remote access and office / administrative resources as are reasonably necessary to enable Accellis to carry out its obligations under this Agreement; Promptly furnish Accellis with such information and documents as it may reasonably request for the proper performance of its obligations under this Agreement; Use best efforts to co-operate with and assist Accellis to such extent as Accellis may reasonably require to perform Accellis’ obligations under this Agreement.

Software Considerations – It is acknowledged that by legal precedent, computer software inherently contains from time to time defects, faults and difficulties however well developed and all support services rendered to address any defects including identification and remediation are valid along with any fees invoiced.

Representatives – Each party shall nominate in writing upon signing this Agreement, the person who shall act as its representative for this Agreement and who shall provide any information which may be required by the other party to perform its obligations under this Agreement.

Disclaimer of Warranties –Please also know that Accellis did not create, write or edit the pre-packaged software we re-sell. We also do not manufacture hardware or networking equipment. Accellis provides no warranty for the software or hardware, either express or implied. Such warranties exist directly between you, the purchaser, and the software/hardware manufacturer/developer. We assume no responsibility for any consequential or incidental damages due to lost data/programs, defects in parts or labor, and/or software program loss, data loss or restoration. Our liability for damages regarding the services provided shall in no event exceed the charges previously paid by your firm for these services. Sale of all hardware and software is subject to vendor warranties, including money back guarantees.

Except as otherwise expressly set forth herein, Accellis disclaims any express or implied representations or warranties, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose, regarding the products purchase and sold under this agreement or any services contemplated by or other property delivered under this agreement, and all such representations or warranties are expressly disclaimed and excluded.

Damages Limitation – It is strongly recommended that your system be backed up, in its entirety, prior to any installation, service or troubleshooting. Accellis shall not be responsible for any data loss, damage or related business losses while using computer software or hardware installed or developed or completing any services whatsoever.  Accellis assumes no responsibility for any consequential or incidental damages due to lost data/programs, defects in parts or labor, and/or software program loss, data loss or restoration.

Damages sought by either party against the other party in connection with any dispute, controversy, claim or cause of action arises between client and Accellis for this agreement, including the termination, its performance, or the rights or obligations of the parties (together, a “dispute”), whether based on contract, warranty, tort, negligence, strict liability, antitrust, rico or otherwise, shall be limited to direct damages.  Further, in no event will either party be liable to the other party, and neither party will seek to recover or enforce a judgment against the other party, for indirect, incidental, consequential or special damages, including, without limitation, damages relating  to loss of investment, indebtedness, loss of financing, loss of sales or profits, or business interruption, discontinuance or termination, or punitive, treble or other damages in excess of direct damages, whether the underlying dispute is based on contract, warranty, tort, negligence, strict liability, antitrust, rico or otherwise, and each party waives any claim against the other party for indirect, incidental, consequential and special damages and for punitive, treble or other damages in excess of direct damages.  This section does not apply to any dispute concerning a party’s rights in its confidential or proprietary information, in its intellectual property or in that of its affiliates. Accellis’ total cumulative liability for this agreement (and any products delivered in connection herewith), whether in an action in contract or tort or otherwise, shall in no event exceed the fees paid to Accellis, if any.

Confidential Information – In order for Accellis to fulfill the requirements of this Agreement, it may be necessary or desirable for you to disclose confidential and proprietary information pertaining to the past, present, and future activities of your firm and its customers/clients. Since it is difficult to separate confidential and proprietary information from that which is not, Accellis will use commercially reasonable efforts to instruct its employees, agents, independent contractors, and subcontractors to regard all information obtained by each such person, as a result of the services to be performed hereunder, as information which is proprietary to Client or its customers/clients and not to be disclosed (except to the extent reasonably necessary to resolve any Dispute hereunder or as otherwise required by law).  Accellis’ obligations shall survive the termination of this Agreement.

Force Majeure – “Force Majeure” is any event or condition, not existing as of the effective date of this Agreement, not reasonably foreseeable as of such date and not reasonably within the control of either party, which prevents in whole or in material part the performance by one of the parties of its obligations under this Agreement or which renders the performance of such obligations so difficult or costly as to make such performance commercially unreasonable.  Without limiting the foregoing, the following will constitute events or conditions of Force Majeure: embargoes, quotas, transportation delays, telecommunications failures, acts or omissions of government or military authorities, acts of God, riots, disturbance, war, strikes, lockouts, slowdowns, prolonged energy, raw material, supplies or labor shortages, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion.  Under no circumstances shall Client’s failure to pay for products or services rendered by Accellis be the subject of Force Majeure.

Authority - The person signing this Agreement for Client represents and warrants he/she has full power and authority to execute this Agreement and to bind Client. Only individuals with title of Chief Executive or Chief Financial Officer or any person designated by either of those two individuals shall have power and authority to bind Client.

Security Credentials – You acknowledges that Accellis must have access to any and all systems and resources to perform its duties under this Agreement. As such, we must have access to any and all usernames, passwords, and other pertinent security credentials. If access to credentials is denied, you understand we may be unable to perform its duties adequately and if such a situation should exist, Accellis will be held harmless and you will remain bound under the terms of this Agreement.

Indemnification - Client agrees to indemnify, defend and hold Accellis harmless against any liability, loss, cost, damage or expense, including reasonable attorneys’ fees, arising from any claims or causes of action for damage or injury to persons or property for Client’s performance of this Agreement.  Accellis agrees to indemnify, defend and hold Client harmless from any liability, loss, cost, damage or expense, including reasonable attorney’s fees, arising from any claims or causes of action for damage or injury to persons or property arising with Accellis’ performance of this Agreement.  The party seeking to be indemnified will promptly notify the other party of any claim in writing, tender to the other party the right to defend such claim at such other party’s expense and reasonably cooperate with the other party in defending or settling the claim.  A party will not be indemnified under this Section for any claim settled without the other party’s prior written consent (which shall not be unreasonably withheld).  The indemnified party may participate in the defense through its own counsel at its expense.

Please fill out your contact information below. By selecting “I Agree”, you are indicating you have read and agree to the terms of this agreement in its entirety, and that you are authorized to make such decisions for your organization.

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