[Last Updated August 28, 2024]
Please note that specific inclusions or exclusions will be detailed in your Agreement Contract documentation. The terms and conditions outlined below are standard and apply to all interactions unless otherwise specified in your Agreement Contract.
TechStar Solutions Inc. reserves the right to modify these terms and conditions as needed and will provide client notification at the time of change. Clients provide consent to changes by continuing to use TechStar services and agree to adhere to the terms and conditions specified herein. For any questions or clarifications, please contact our TechStar Partner Services Team at: partnerservices@techstars.us
Standard Business Hours: All support rates are based upon services provided during normal business hours defined as Monday through Friday, 7:00 AM to 7:00 PM Central Time.
1.Billing and Payments
1.1 Rates:
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Labor Rate: A default labor rate of $225 per hour applies unless a discounted rate is outlined in your Agreement Details.
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Service Fees: Service fees for on-site work, after-hours work, or requested priority escalation may apply. The specific pricing for these services will be outlined in your Agreement Details.
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Labor Rate: A default labor rate of $225 per hour applies unless a discounted rate is outlined in your Agreement Details.
1.2 Invoicing:
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Agreement Services and add-on subscriptions are invoiced monthly in advance of services with the billing period starting on the invoice creation date. These invoices are issued on the first or second of the month.
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Billable labor, materials and service fees may be billed weekly in arrears with the billing period ending on the invoice creation date.
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Agreement Services and add-on subscriptions are invoiced monthly in advance of services with the billing period starting on the invoice creation date. These invoices are issued on the first or second of the month.
1.3 Payment Terms:
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Accepted payment methods are by ACH or Credit Card via the Payment Portal. Checks and cash are not accepted.
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Default invoice terms are “Net 5”
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Accepted payment methods are by ACH or Credit Card via the Payment Portal. Checks and cash are not accepted.
1.4 Late Payment:
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A monthly penalty of 5% of the remaining balance will be applied to late payments.
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Accounts 30 days overdue are subject to suspension of services until the account is paid in full. This could impact, but is not limited to services like:
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Help Desk
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Email or online Documents
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Firewall Security Services
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Access to Remote Hosted Apps/Services
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VPN Access
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Help Desk
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Any account that is 30 days overdue more than four times in a 12 month period will require Autopay to be enabled to continue working with TechStar Solutions Inc
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A monthly penalty of 5% of the remaining balance will be applied to late payments.
1.5 Refunds: All payments for prepaid services are final. Once a service has been paid for in advance, no refunds will be issued, regardless of whether the service is utilized in full, partially, or not at all. By making a payment for any prepaid service, you acknowledge and agree to this no-refund policy.
2. Termination of Services
2.1 Agreement Termination by Client: A client may terminate Agreement Services with a 30 day written notice.
2.2 Agreement Termination by TechStar Solutions Inc.: TechStar Solutions Inc. reserves the right to terminate Agreement Services in the event of non-payment, violation of the terms and conditions outlined herein or if the client undergoes bankruptcy proceedings, receivership, or creditor arrangements with a 30 day notice.
2.3 Default Costs: In case of default, the defaulting party must reimburse the other for costs and expenses, including legal fees.
2.4 Effect of Termination: Termination doesn't affect existing rights. Rights and remedies under the agreement are cumulative.
2.5 Account Settlement at Termination: Upon termination, the client is responsible for paying all outstanding subscription fees or services that may be in-place but extend past the date of termination, as well as any non-covered labor needed to migrate their services and data to new providers.
3. Amendments
3.1 Changes to Terms: TechStar Solutions Inc. reserves the right to amend these terms and conditions at any time. Clients will be notified of any changes when made.
3.2 Changes to Agreements: TechStar Solutions Inc. reserves the right to update or amend Agreements with a minimum of 30 days notice with an explanation of changes.
3.3 Client Consent: Continued use of TechStar Solutions Inc. services following any amendments constitutes acceptance of the revised terms and conditions.
3.4 Audit: TechStar reserves the right to audit the agreement for significant organizational, devices, services or site changes, which may lead to revisions in services and/or agreement charges.
3.5 Network and client Management Tools: TechStar can choose and change the tools for managing and monitoring client resources as needed and without notification.
3.6 Notice Provision: Any notices required under this Agreement shall be sent by email or regular mail with postage prepaid. Email notification should be sent to: management@techstars.us . If the client needs to mail a notice to TechStar, it should be addressed to:
TechStar Solutions Inc.
Attn: Management Notification
212 W Main Street
Waconia, MN 55387
4. Client Data
4.1 Client Application Data: The data stored on TechStar equipment that belongs to the client will remain the client's property. Upon termination of services, TechStar will provide the client with access to this data for export.
4.2 Hosted Virtual Machines and OS Licensing: Remote Hosted Virtual Machines (VMs) and operating system licenses are owned by TechStar and cannot be exported.
4.3 Client Documentation: System Documentation and Admin Passwords are the property of the client and will be exported and provided upon termination of an Agreement.
4.4 Offsite Backup: Offsite backups are intended for disaster recovery purposes and will be deleted upon the termination of the agreement. Exporting offsite backup data is not included in standard services but may be available at additional cost. This could involve copying the backup data to an external drive. The client will be responsible for any associated costs, including hardware if needed.
4.5 Assistance Costs: The client agrees to cover any uncovered costs for assistance provided during data export, including hardware costs if necessary.
4.6 TechStar Security: Techstar is committed to ensuring the security and integrity of all client data entrusted to us. We take responsibility for implementing and maintaining robust security measures to protect the data we manage, including regular monitoring, updates, and adherence to industry best practices. We will also work proactively to identify and mitigate potential threats, ensuring that your data remains secure. However, it's important to note that while we take all reasonable precautions, ultimate responsibility for data security is a shared effort between Techstar and the client.
5. Client Responsibilities
Although TechStar strives to meet all of our clients' IT needs, certain responsibilities remain with the client and their staff.
5.1 Provide Access: The client must provide TechStar with all necessary usernames and passwords required to access network resources (e.g., administrator credentials, router telnet passwords). The client is also responsible for maintaining all necessary media, license keys, and vendor contact information and must provide access to this information when needed.
5.2 Communicate User Changes: The client must promptly communicate any staff changes to TechStar, including the addition or removal of employees and any changes to their responsibilities or access privileges.
5.3 Network Consistency: The client must maintain TechStar-approved network equipment, including firewalls, managed switches, and wireless access points. The use of non-approved network equipment is not covered under an all inclusive agreement.
5.4 Communicate IT System Changes: Due to the complexity and variety of technologies in any network environment, the client must notify TechStar via support ticket of any client-initiated changes to equipment and applications or supported systems. The client must also maintain genuine, licensed, and vendor-supported server and desktop software, keep active Line of Business application vendor support, maintain TechStar-installed tools on supported devices, and assist in maintaining and updating a Business Continuity Plan.
5.5 Backup: The client is responsible for clearly identifying all data that needs to be backed up and must adhere to the data storage policies defined by TechStar.
5.6 Disclosure and Release of Liability: By submitting a request to TechStar, you acknowledge and agree that TechStar shall not be held responsible or liable for any security concerns or issues that may arise in connection with fulfilling your request, provided that the request is neither illegal nor unethical. You further understand that TechStar will execute your request in good faith, adhering to applicable laws and ethical standards. However, TechStar cannot guarantee the absolute security of any actions taken or outcomes achieved based on your request. By proceeding, you release TechStar and its employees, agents, and affiliates from any claims, damages, or liabilities arising from or related to the security implications of fulfilling your request.
5.6 Client Security: As a Techstar client, you bear the responsibility for safeguarding the confidentiality of all account credentials, including usernames and passwords. It is crucial that you implement and maintain appropriate security measures to ensure that only authorized individuals have access to your systems and sensitive information. You must also regularly review and update access controls to prevent unauthorized access. Any misuse or unauthorized sharing of credentials could compromise the security of your network. Ensuring the integrity of your system access is a key responsibility that helps protect both your organization and Techstar services.
5.7 TechStar Security: Use of TechStar services for unlawful or unethical purposes are prohibited. The client must not breach or attempt to breach TechStars system security, including unauthorized data access, altering service functionality, or interfering with network operations. Sending unsolicited emails on behalf of TechStar and using unapproved tools to access TechStar systems are also prohibited. Violations of these terms may result in legal action.
6. Cybersecurity Incident
A Cybersecurity Incident defined as, but not limited to the following types of Cybersecurity Incidents; Malware, Phishing and Spear Phishing, Cryptolocker, Ransomware, or Man-in-the-middle attacks.
6.1. Training: To reduce the risk of a cybersecurity incident you should participate in Annual Cybersecurity Training. It is also recommended to participate in ongoing weekly Cybersecurity Training.
6.2 Insurance: It is also our recommendation that clients maintain a Cybersecurity Insurance Policy to cover the costs of a cybersecurity incident. An active agreement is not a Cybersecurity Insurance Policy. A Cybersecurity Insurance Policy should be purchased from your insurance provider to provide coverage for your organization.
6.3 Liability: TechStar shall not be held liable, directly or indirectly for any damages, losses, or expenses arising out of any cybersecurity incident.
6.4 Support: TechStar will provide support to help restore systems and/or data loss due to a Cybersecurity Incident on a billable basis as needed.
7. TechStar Owned Equipment
The client agrees that TechStar provided items, like the firewall used in the Managed Firewall Service, belong to TechStar and must be purchased or returned upon Agreement termination. If the client decides to return the equipment, it needs to be returned to Techstar within 15 days of Agreement termination. If any TechStar-owned equipment at the client's site is stolen, damaged, or destroyed, the client is responsible to pay the current retail replacement value within 15 days.
8. Access to Equipment and Facilities
Clients agree to grant TechStar Solutions access to their equipment and facilities as necessary for the performance of services. If the client requires consent for access to their equipment or facilities, it is the client's responsibility to provide such consent. If access is not provided or denied, TechStar Solutions may be unable to perform the required services effectively, and TechStar Solutions will not be held responsible for any resulting issues or failures.
9. Insurance Coverage
TechStar will cover general liability for personal injury and property damage up to $1,000,000, worker's compensation as required by law, and automobile liability up to $1,000,000. Upon request, TechStar will provide the client with certificates confirming this coverage within 30 days of starting the agreement, at each renewal, and when reasonably requested.
10. Indemnity
Each party agrees to protect and not hold the other responsible for any third-party claims, losses, or expenses related to their activities under the agreement, except for negligence or deliberate misconduct. TechStar will also defend and protect the client from any claims related to TechStars employees or agents working at the client's facilities.
10. Force Majeure
TechStar won't be held responsible if they can't fulfill their duties due to uncontrollable events like natural disasters, government orders, or emergencies. They must inform the client of any delays. If these events delay TechStars work for a total of 45 days or more, the client can end the agreement by notifying TechStar in writing.
12. Representations and Warranties
We promise that we have the authority to enter this Agreement and fulfill our obligations. We'll also make reasonable efforts to provide services according to industry standards. You promise that you have the authority to enter this Agreement and fulfill your obligations.
13. Disclaimer of Warranties and Limitation of Damages
13.1 We only provide a limited warranty for our services, and we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We are not responsible for any interruptions or errors in our services, and we make no guarantees about the accuracy or reliability of our services.
13.2 You use our services at your own risk, and we and our affiliates are not liable for any damages, including lost data, lost profits, or business interruption, arising from your use of our services, even if we have been advised of the possibility of such damages.
13.3 Our liability is limited to your right to terminate this Agreement. If we are nonetheless liable for damages, our total liability is limited to the amount paid to us under this Agreement during the three months preceding the events giving rise to such liability.
13.4 We are not responsible for the actions or inactions of third parties, including hardware or software vendors or Internet service providers. We do not guarantee uninterrupted, error-free, or delay-free services, as these depend on factors outside our control, such as third-party performance and Internet connectivity.
13.5 You acknowledge that we rely on information and instructions from you and third parties in providing our services, and you assume the risk associated with errors in such information and instructions.
14. Governing Law and Entire Agreement
14.1 This Agreement is governed by the laws of Minnesota and represents the complete understanding between TechStar and the client regarding the services provided. No changes to this Agreement are valid unless made in writing.
14.2 These terms and conditions override any conflicting terms in any client order submitted for services under this Agreement.
15. Confidentiality and Employee Solicitation
15.1 Confidentiality: TechStar agrees to keep all confidential information about the client's business secret and use it only for the client's benefit. This includes financial details, business plans, and marketing strategies.
15.2 Employee Solicitation: The client recognizes that TechStar operates in a competitive industry and that hiring TechStar's employees directly would harm TechStar. Without TechStars written consent, the client cannot hire TechStars employees during the agreement and for two years after it ends. If the client breaches this, they agree to pay TechStar $50,000 as damages, and TechStar may terminate the agreement without further notice. This amount reflects the costs TechStar would incur to replace the hired employees.