Consulting Service Terms and Conditions

Addendum “A”

Version: 05.22.2025

Last Updated: 5/22/2025

Agreement: By establishing a Prepaid Block of Time (BOT) / Priority Support Agreement with Jaydien Network Solutions (referred herein as “Contractor” or “JNS”), agreeing to accept information technology (IT) consulting services on an hourly basis from JNS, agreeing to purchase hardware from JNS, or agreeing to purchase a perpetual or subscription-based software or service, the Customer or Client agrees to the following terms and conditions:

1. Services Agreement: An executedAgreement between the Client and JNS is effective upon signing and remains in force for the term   s specified in the proposal. The term will be reviewed annually to address necessary adjustments, with any fee increase not exceeding 10% of the current monthly fees. The Agreement automatically renews for the same term length as original unless either party provides 90 days’ written notice of non-renewal before the renewal date.
2. These terms and conditions may be updated at any time with 30 days’ written notice to the Client. This agreement allows JNS to provide necessary computer or IT support and to have full access to all necessary equipment supported by the Client’s business. Work is to be completed only on computers located at the Client’s office(s) as listed by the bill-to address or at JNS’s primary place of business. If the Client chooses to drop off equipment at JNS’s premises for repair or service, JNS is not responsible for lost or stolen equipment unless received by a JNS employee or representative.
3. Any work performed by a JNS employee or representative shall be billed at the hourly rate according to the level of the priority support agreement entered into by the Client or at the standard time and materials hourly rate if the Client is not enrolled in a priority support agreement. After a Client establishes a priority support agreement with JNS, service hours will be deducted from the Client’s existing BOT until depleted, at which time it may be renewed at the same or a different level. At JNS’s discretion, work performed on computers or networks not residing at the listed office and outside the BOT contract may be billed at the current time and materials hourly rate.
4. BOT accounts must be renewed before the balance reaches zero hours. If a BOT account balance reaches zero, all subsequent service and travel time will be billed at JNS’s current time and materials service rate with no guaranteed response time. If the Client fails to utilize the support services included in their Tech Support Service Contract for one month or more, a monthly inactivity fee of 0.5 hours will be charged to compensate JNS for maintaining the Client’s account, including administrative and system maintenance costs.
5. Residential service or repair will be billed at the hourly rate established for residential service and repair. A diagnostic fee will be charged for all repairs. If the Client proceeds with the repair presented by JNS, the diagnostic fee will be applied to the total bill.
6. Predetermined costs for certain residential service and repairs have been established by JNS and are listed on our website: https://jaydien.com/computer-and-cell-phone-repair/.
7. Commercial Service, Residential Service, or Prepaid Contract Conditions:
   1. Appointments are scheduled Monday through Friday, 9:00 a.m. to 5:00 p.m., excluding major holidays (listed below), unless prior arrangements are made. Voicemail and email requests are reviewed and acknowledged prior to service guarantees and are considered next business day for tracking purposes.
   2. Services performed during holidays will be charged at double the hourly rate. Holidays include: New Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, Christmas Eve, Christmas Day, the day after Christmas, and New Year’s Eve.
   3. Response times for emergencies may vary due to uncontrollable circumstances; however, every effort will be made to arrive within the guaranteed response time of the Client’s priority support agreement/BOT, or the service guarantee will apply. Standard time and materials rates do not include a guaranteed response time.
   4. Services performed after normal business hours (Monday – Friday, 9:00 a.m. to 5:00 p.m.) will be charged at a rate of time and a half, and weekends are double time.
   5. Remote, email, phone support, and/or offline support, including NetWatch support, will be billed in increments of 5 minutes with a 15-minute minimum.
   6. Onsite support will be billed with a 1-hour minimum and in 5-minute increments thereafter. Travel time charges apply and are billed at the current hourly service rate or the Client’s designated special hourly service rate. For BOT contract customers, actual travel time will be deducted from the BOT balance.
   7. Return travel time costs apply to all onsite support requests and are billed at the current hourly rate or the Client’s designated special hourly service rate. For BOT contract customers, actual return travel time will be deducted from the BOT balance.
   8. The Client will reimburse JNS for all long-distance phone calls made in the effort to service the Client’s computers.
   9. If the Client requests JNS to purchase parts, the Client agrees to pay/reimburse costs incurred for acquiring replacement parts on the same day the parts are purchased.
   10. All time spent consulting with or for the Client in selecting replacement parts will be considered billable hours if the Client purchases from another or third-party vendor.
   11. The Client understands that the level of internet connectivity on-site may result in certain tasks taking longer than usual or expected.
8. All hardware and software are warranted according to the manufacturer’s terms and conditions. Installation of software is not covered under warranty. Hardware and software sold by JNS to the Client and installed at the Client’s premises, or previously sold to or installed by a third party, will only be supported or warranted by JNS if used or implemented according to the manufacturer’s guidelines or specifications. JNS will not support or warrant any non-standard installation, configuration, or use as defined by the manufacturer.
9. No warranty or guarantee is provided for commercial or residential technical or IT consulting services provided on-site, remotely, by phone, by email, or at JNS’s primary place of business. A reasonable period of good faith will be provided to resolve a reoccurring or unresolved issue by JNS staff, but this does not constitute a written guarantee or warranty for free service or repair for work already performed.
10. Termination:
    

    The Client is obligated to fulfill the entire term. Early termination is not permitted except through a buyout of the remaining months’ fees, calculated as the total remaining monthly fees due for the initial or renewal term.

    1. No Early Termination: The Client may not terminate this Agreement before the completion of the initial or renewal term except by paying the full balance of the remaining months’ fees in advance.
    2. Buyout Option: To terminate early, the Client must provide written notice and pay the remaining balance of all monthly fees for the current term within 30 days of notice.
    3. Non-Transferable Obligation: Transfer of ownership of the Client’s business to a third party does not void or terminate this Agreement. The obligations remain with the Client or their successor.
    4. Service Discontinuation: If the Client no longer requires the services, this does not nullify the Agreement or the obligation to pay for the full term.
    5. Breach of Agreement: Either party may terminate if the other breaches the Agreement and fails to cure within 30 days of written notice.
    6. Non-Payment: JNS may terminate if the Client fails to pay within 30 days of the due date, with all remaining fees for the term becoming immediately due.
    7. Offboarding Costs: Upon termination or expiration, offboarding services, if required, will be charged at JNS’s standard hourly rate, plus any materials or travel expenses.
11. Confidentiality/Security: The Client acknowledges that JNS will have access to various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by the Client. JNS agrees not to disclose or use such information, directly or indirectly, during or after the term of this Agreement, except as required in the course of business with the Client. All files, records, documents, and similar items relating to the Client’s business remain the exclusive property of the Client. JNS shall not retain copies without the Client’s prior written consent and shall deliver all such items to the Client upon termination or request. The Client agrees not to disclose information regarding JNS’s services, terms, or compensation to JNS employees without prior consent.
12. Disputes: Any dispute related to this Agreement shall first be addressed by JNS and the Client. If unresolved, the parties agree to resolution with a neutral third-party mediator, splitting the cost of mediation. If no violation of the Agreement has occurred and the Client fails to pay or comply, JNS will pursue legal action in small claims court. The Client agrees to pay all costs associated with small claims court, late fees, finance charges, and bank fees.
13. Refusal of Service: JNS reserves the right to refuse all service, terminate accounts, support contracts, or subscriptions at any time without prior notification.
14. Warranty of Service: No warranties are provided for consulting services. If multiple service calls are needed for an issue, each call will be billed separately. The Client is responsible for all service charges incurred, even if an issue cannot be resolved due to factors outside JNS’s control.
15. Warranty of Equipment: Warranties on hardware or software purchased from JNS are subject to the manufacturer’s terms. JNS will provide troubleshooting and part replacement services at an additional cost but does not warrant parts or service on behalf of manufacturers or third parties.
16. Training: Basic training will be provided for new equipment or software installed by JNS. If JNS staff lacks the knowledge to provide adequate training, JNS may decline to offer training and refer the Client to the manufacturer’s documentation or qualified training partners.
17. Abandoned Equipment: Equipment dropped off or authorized for transport to JNS’s facility for repair must be picked up and paid for within 30 days from completion. A storage fee of $5/day will be charged thereafter. Equipment not picked up and paid for within 60 days will become the property of JNS.
18. Quotes and Orders:
    1. Quotes are valid for 7 days unless otherwise specified.
    2. A quote is an invitation to order and does not create a binding contract until confirmed by both parties in writing.
    3. Prices and availability are subject to change before confirmation.
    4. Once confirmed, the quote becomes the final agreed price for the term specified.
19. Services Provided: JNS delivers business technology sales, service, support, installation, deployment, management, and consulting on a best-effort basis, as outlined in the proposal.
20. Assignment: The Client may not assign rights or obligations under this Agreement without JNS’s prior written consent. JNS may assign its rights with 30 days’ written notice to the Client.
21. Governing Law: This Agreement is governed by the laws of the State of New Jersey, County of Mercer. Any disputes will be resolved in the courts of Mercer County, New Jersey.
22. Miscellaneous:
    1. If any provision is found invalid, the remaining provisions remain enforceable.
    2. Failure to enforce any provision does not constitute a waiver of rights.
23. Payment Terms:
    1. Equipment:
       1. 100% of the equipment cost is required before JNS orders equipment on behalf of the Client. All equipment quotes must be signed by an authorized representative of the Client. If payment is made by check or credit card, JNS may delay ordering until funds clear.
       2. Payment can be made by cash, check, credit card, or check by phone.
       3. If the project scope changes to include additional equipment or services, these will be subject to separate payment terms.
       4. If deposit terms are agreed upon and the balance is due after installation or milestones, installation must commence within 30 days of equipment arrival at JNS’s facility. If delayed beyond 30 days, the balance must be paid in full regardless of project status.
    2. Service:
       1. All priority support agreements require payment in full upon signing.
       2. No support services will be rendered until payment is received in full. If payment is by check or credit card, JNS may delay services until funds clear.
       3. Services performed at standard time and materials rates require payment in full at the end of the service call, by cash, check, credit card, or check by phone.
       4. A one-time setup fee equal to the monthly service fee applies to the first invoice.
       5. Services are suspended if payment is not received within 5 days of the due date.
       6. Device Onboarding Costs: Initial device onboarding costs are included in the initial service contract price quote. Additional devices added after the contract start date may incur onboarding costs, billed at JNS’s standard hourly rate, plus any required materials and associated travel time costs. Onboarding costs are determined at the time of the onboarding service and billed upon completion.
    3. General:
       1. Payments must be made in U.S. Dollars.
       2. Monthly fees are invoiced and due on the 1st of each month.
       3. Zero Days of Good Payment History or Late Payment History: Invoices are due upon receipt. A 5% late fee is assessed every 30 days an invoice is overdue.
       4. 180 Days of Good Payment History (Minimum of 6 Invoices): Net 15 terms. A 5% late fee is assessed every 30 days an invoice is overdue.
       5. 1 Year of Good Payment History (Minimum of 12 Invoices): Net 30 terms. A 5% late fee is assessed every 30 days an invoice is overdue.
       6. JNS reserves the right to adjust these terms at any time with 30 days’ written notice.
       7. If an account reaches 90 days overdue, it will be sent to collections for the full amount due plus late fees and interest.
    4. Subscription / Reoccurring Payments:
       1. Payments for reoccurring monthly, quarterly, semi-annual, and annual subscriptions must be processed by ACH or credit card, kept on file for the subscription duration.
       2. Subscriptions remain in effect until canceled in writing with 90 days’ notice prior to the end of the term. The Client must notify JNS in writing of changes to account details, business closure, ownership changes, or device changes affecting the subscription. Failure to notify JNS will result in continued subscription charges.
          1. Monthly Term Subscriptions: Require 90 days’ written notice for cancellation. If notice is not provided, services renew for another 12-month term, and charges are processed using payment information on file.
          2. Yearly Term Subscriptions: Require 90 days’ written notice for cancellation. If notice is not provided, services renew for another 12-month term, and charges are processed using payment information on file.
       3. If a credit card or ACH transaction is rejected, JNS may attempt to process the charge again within 30 days.
       4. If a fee or penalty is charged to JNS for a rejected transaction, JNS may request reimbursement from the Client.
       5. JNS reserves the right to suspend services due to non-payment.
       6. Subscription prices and terms are subject to change with 30 days’ written notice.
    5. Credit Card Processing Fee:
       1. A service charge of 3% will be applied to payments made by credit or debit card.