Service Agreement.
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Part 1. Master Service Agreement

1. Definitions

For the purposes of this Agreement, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined where they first appear.

• “Affiliate” of a Person means any other Person that directly or indirectly controls, is controlled by, or is under common control with that Person, where “control” means the power to direct the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
• “Agreement” means this Service Agreement, consisting of Part 1 (Master Service Agreement), Part 2 (Service Terms), Exhibit A (Rates, Fees and Sales Terms), Exhibit B (Travel and Expense Policy), each Proposal, each signed Change Order and, for healthcare clients, any Business Associate Agreement signed by both Parties.
• “Applications” means the software, apps, portals, agents and online tools that FLTECHS provides or makes available to Client as part of the Services.
• “Authorized Contact” means the Client employee appointed as Client’s primary contact under section 8, and any other individual whom Client authorizes in writing to request Services, approve Proposals and charges, and give notices on Client’s behalf.
• “Billing Date” means, for each Recurring Service, the day of the month on which that Recurring Service started, and the same day of each following month (or of each following quarter or year, for quarterly or yearly billing). If a month has no such day, the Billing Date is the last day of that month.
• “Business Hours” means 9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, excluding holidays observed by FLTECHS.
• “Change Order” has the meaning set forth in section 3.
• “Client” means the business or other legal entity that accepts a Proposal or this Agreement, as identified in the Proposal.
• “Client Data” means all data, files, records, messages and other information of Client or its users that is stored, processed or transmitted through the Services.
• “Client Equipment” means any equipment, systems, cabling or facilities owned or provided by Client and used directly or indirectly in connection with the Services.
• “Client Materials” means any documents, data, content, know-how, specifications, software and other materials that Client provides to FLTECHS.
• “Confidential Information” has the meaning set forth in section 13.
• “Deliverables” means all documents, work product and other materials that FLTECHS prepares for and delivers to Client in the course of performing the Services, including any items identified as deliverables in a Proposal.
• “Due Date” means the date on which a payment is due under section 5.
• “Effective Date” means the date on which Client first accepts a Proposal or this Agreement.
• “Emergency Service” means (a) any Service performed outside Business Hours, (b) any Service requested by a Person who is not a Client, and (c) any Service that a Client requests for a type of Service it does not have under a current Proposal.
• “Equipment” means any hardware, devices, cabling, parts and materials that FLTECHS sells, leases, loans, provides or installs for Client.
• “FLTECHS” means FLTECHS LLC, a Florida limited liability company doing business as FLTECHS (Florida Tech Services), referred to in earlier versions of this Agreement as “FTS”.
• “FLTECHS Personnel” means the employees of FLTECHS and its Permitted Subcontractors who perform the Services.
• “Intellectual Property Rights” means all patents, inventions, trademarks, service marks, trade names, logos, domain names, copyrights, rights in software, data and databases, trade secrets, know-how and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• “Law” means any statute, law, ordinance, regulation, rule, code, order, judgment or other requirement of any federal, state, local or foreign government or governmental authority, or of any court or tribunal of competent jurisdiction.
• “Losses” means all losses, damages, liabilities, judgments, awards, penalties, fines, costs and expenses of any kind, including reasonable attorneys’ fees.
• “Managed Services” means Recurring Services for the monitoring, maintenance, security and support of Client’s information technology environment, as described in Part 2, section A, and in the applicable Proposal.
• “One-Time Charges” means every charge that is not a Recurring Service fee, including Project fees, Equipment, software purchases, onboarding and setup fees, out-of-scope work, Emergency Service, travel, and the other fees listed in Exhibit A.
• “Party” means FLTECHS or Client, and “Parties” means FLTECHS and Client together.
• “Payment Method” means the credit card, debit card or bank account (ACH) that Client keeps on file with FLTECHS or its payment processor.
• “Permitted Subcontractor” has the meaning set forth in section 9.
• “Person” means an individual, corporation, limited liability company, partnership, governmental authority, association, trust or other entity.
• “Pre-Existing Materials” means materials, tools, software, scripts, templates, methodologies and know-how that FLTECHS developed or acquired before or independently of this Agreement.
• “Project” means any one-time engagement with a defined scope, including installations, structured cabling, equipment mounting and configuration, migrations, website design and development, and any work that FLTECHS classifies as a Project under Exhibit A.
• “Proposal” means each quote, estimate, proposal, statement of work (SOW), service order or invoice issued by FLTECHS and accepted by Client that refers to or incorporates this Agreement.
• “Recurring Services” means Services billed on a recurring monthly, quarterly or yearly basis.
• “Services” means the Recurring Services, Projects, Equipment sales and all other services that FLTECHS provides to Client under this Agreement, as described in more detail in each Proposal.
• “Software” means any software provided, installed or licensed by or through FLTECHS for Client, including the Applications.
• “Term” has the meaning set forth in section 4.
• “Third-Party Services” means products, platforms and services provided by Persons other than FLTECHS, including Microsoft, Google, telecommunications carriers, internet service providers, hosting and cloud providers, software vendors, payment processors and Equipment manufacturers.

In this Agreement, “including” means “including without limitation”, “written” and “in writing” include email and notices given through the FLTECHS client portal, and “days” means calendar days unless business days are specified.

2. Agreement Structure and Acceptance

2.1 Structure. Part 1 applies to all Services. Each section of Part 2 applies only to the type of Services that Client receives under a Proposal. Exhibits A and B apply to all Services.

2.2 Order of Precedence. If the documents that make up this Agreement conflict, they apply in the following order: (a) a signed Change Order; (b) the Proposal; (c) Exhibits A and B; (d) Part 2; and (e) Part 1. A Business Associate Agreement signed by both Parties always prevails as to the handling of protected health information.

2.3 Acceptance. Client accepts this Agreement, and is bound by it, by any of the following: signing or electronically accepting a Proposal or this Agreement; accepting a Proposal through the FLTECHS client portal; submitting any full or partial payment for Services described in a Proposal; or using the Services. Each such act has the same legal effect as a handwritten signature.

2.4 Authority. The individual who accepts this Agreement on behalf of Client represents and warrants that he or she is at least eighteen (18) years of age and has the legal right, power and authority to bind Client to this Agreement. Client represents that it obtains the Services for business purposes and not for personal, family or household use.

3. Services, Proposals and Change Orders

3.1 Proposals. FLTECHS shall provide the Services described in each Proposal in accordance with this Agreement. Each Proposal shall state, as applicable: the Services and Deliverables; the start date and, for Recurring Services, whether the Service is month-to-month or has a twelve (12) month term; the fees and the payment schedule; the implementation plan and estimated timeline; and any acceptance criteria. A Proposal must be accepted by Client before FLTECHS begins the work it describes.

3.2 Out-of-Scope Services. Any service, task or item that is not expressly described in a Proposal or in Part 2 as included in Client’s Services is out of scope. Out-of-scope work is performed only with Client’s approval and is billed as a One-Time Charge at the rates in Exhibit A, or under a separate Proposal.

3.3 Change Orders. Either Party may request a change to the scope, schedule or performance of the Services by written request. FLTECHS shall, within ten (10) business days after receiving a written request from Client, provide a written estimate of the effect of the change on the fees, timeline and Services. A change that affects fees or scope is binding only when both Parties accept it in writing (a “Change Order”).

3.4 Account Ownership. The Client account belongs to the legal entity named in the Proposal. If no entity is named, it belongs to the holder of the Payment Method used to open the account. Changes of ownership must be supported by appropriate legal documentation. FLTECHS does not decide ownership disputes or internal disputes of Client and may suspend the account until ownership is established.

3.5 License to Applications. FLTECHS grants Client a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the Applications during the Term, solely for Client’s internal business purposes and in accordance with this Agreement. Client shall not resell, sublicense, rent, modify, reverse engineer, decompile, disassemble or create derivative works of the Applications or Services, or intercept, emulate or redirect the communication protocols they use. FLTECHS may add, change or remove features of the Applications and Services, provided that it does not materially reduce the Services described in a Proposal during its term. All rights not expressly granted are reserved by FLTECHS and its licensors.

4. Term, Renewal and Early Termination

4.1 Term of Agreement. This Agreement begins on the Effective Date and continues for as long as any Proposal remains in effect or any amount remains unpaid, unless terminated earlier under section 22 (the “Term”).

4.2 Term of Recurring Services. Every Recurring Service is either (a) a twelve (12) month Service or (b) a month-to-month Service. Every Recurring Service in a Proposal, quote or current service is a twelve (12) month Service, starting on its first Billing Date, unless the Proposal expressly states that it is month-to-month. This includes any Proposal that refers to this Agreement without stating a term.

4.3 Automatic Renewal. At the end of its term, each twelve (12) month Service automatically renews for successive twelve (12) month terms, unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term. A timely notice of non-renewal ends the Service at the end of its current term without any Early Termination Fee.

4.4 Month-to-Month Services. A month-to-month Service has no minimum term. Either Party may cancel it by written notice given at least thirty (30) days before the next Billing Date. If Client gives less than thirty (30) days’ notice, Client shall also pay the fees for the following month of that Service in full. No Early Termination Fee applies to month-to-month Services.

4.5 Early Termination. Client may cancel a twelve (12) month Service before the end of its current term (including any renewal term) by written notice from an Authorized Contact and payment of an early termination fee equal to three (3) months of the fees for that Service (the “Early Termination Fee”). The Early Termination Fee applies separately to each twelve (12) month Service that Client cancels early. In addition, Client shall pay all fees for Services provided through the cancellation date, all outstanding invoices, and the cost of any commitments FLTECHS made on Client’s behalf that cannot be cancelled (such as annual software or Microsoft license commitments). The Parties agree that the Early Termination Fee is a reasonable estimate of FLTECHS’s damages from early cancellation, including onboarding, equipment, licensing and staffing costs, and is not a penalty.

4.6 Projects. A Project begins when Client accepts its Proposal and ends when the Project is completed and paid in full. Cancellation of a Project is governed by Part 2, sections H (Websites) and M (Projects, Installation and Cabling).

4.7 Cancellation Notices. Every cancellation or non-renewal notice must be in writing, must come from an Authorized Contact, and must be sent to info@fltechs.com or as provided in section 23. A notice is effective when FLTECHS confirms its receipt.

5. Fees, Billing and Payment

5.1 Fees. Client shall pay the fees stated in each Proposal and, where a Proposal does not state a fee, the rates and fees in Exhibit A.

5.2 Recurring Services. Recurring Services are billed in advance. Each invoice for a Recurring Service is due on its Billing Date. For example, a Service that started on October 15 is billed and due on October 15, November 15, and on the fifteenth day of each month after that. Usage charges in excess of any included allowance are billed on the next invoice.

5.3 Projects. Project fees are due according to the payment schedule in the Project’s Proposal, which may require payments at the start of the Project, during the Project and at its completion. FLTECHS may require any scheduled payment to be received before work on the next phase is scheduled.

5.4 Other One-Time Charges. Unless the Proposal states otherwise, every other One-Time Charge, including Equipment, software, add-on features, out-of-scope work, Emergency Service and travel, is due upon issuance of the invoice.

5.5 Payment Method and Automatic Payment. Client shall keep a valid Payment Method on file at all times. Client authorizes FLTECHS to charge the Payment Method automatically, without further notice, for every invoice on its Due Date, including Recurring Services, One-Time Charges, taxes and fees. This authorization remains in effect until thirty (30) days after Client revokes it in writing, and revoking it does not cancel any Service or any payment obligation. If Client’s bank or card issuer updates the Payment Method (for example, with a new card number or expiration date), FLTECHS may charge the updated Payment Method. Payment Methods are stored by FLTECHS’s third-party payment processor; FLTECHS does not store full card numbers. Client shall promptly update its Payment Method if it expires, is closed, is replaced or is lost or stolen.

5.6 Accepted Payments. FLTECHS accepts ACH bank transfers and credit and debit cards, and may accept other methods stated in a Proposal. Card payments are subject to the processing fee in Exhibit A. FLTECHS may refuse a Payment Method that has been declined or reversed.

5.7 Taxes and Regulatory Fees. Fees are exclusive of taxes. Client shall pay all sales, use, excise, communications services and similar taxes, 911 fees, regulatory surcharges and cost-recovery fees imposed on the Services, other than taxes on FLTECHS’s income. These amounts are shown on Client’s invoice. A tax exemption applies only from the date FLTECHS receives a valid exemption certificate. If FLTECHS is required to pay any such amount that was not previously collected, Client shall reimburse it.

5.8 Billing Disputes. Client must notify FLTECHS in writing of any disputed charge within thirty (30) days after the invoice date, stating the amount disputed and the reason. Charges not disputed within that period are final and accepted. Client shall pay all undisputed amounts when due. The Parties shall work in good faith to resolve a timely dispute within thirty (30) days after the notice, after which the charges are final and due. Client shall contact FLTECHS before disputing any charge with its bank or card issuer; initiating a chargeback for Services provided or Equipment delivered is a breach of this Agreement, and FLTECHS may provide this Agreement and Client’s acceptance as evidence in any such dispute.

5.9 No Refunds. All fees, deposits and payments are non-refundable once paid, except where this Agreement expressly provides otherwise or where Law requires a refund. FLTECHS meets its quality commitments by correcting or re-performing Services under section 14, not by refunds. Any service credit is at FLTECHS’s sole discretion.

5.10 Partial Payments. FLTECHS’s acceptance of a late or partial payment, even if marked “paid in full” or as an “accord and satisfaction”, does not waive FLTECHS’s right to collect the full amount due.

5.11 Promotions and Discounts. Promotions, discounts and add-ons provided at no charge apply only for the period and on the conditions stated in writing, cannot be combined unless stated, and do not apply retroactively. When promotional or discounted pricing ends, including at renewal, FLTECHS’s standard pricing applies, and that change is not a rate increase under section 7. FLTECHS may end any add-on provided at no charge at any time. Promotional pricing given confidentially shall not be disclosed by Client.

5.12 Billing Notices. Invoices are issued electronically. FLTECHS may send payment reminders or courtesy notices as a convenience, but is not obligated to do so, and may change or stop them at any time.

6. Late Payment, Suspension and Collection

6.1 Late Fee. If any invoice is not paid in full on its Due Date, a one-time late fee equal to ten percent (10%) of the unpaid balance of that invoice is added to Client’s account. The late fee is charged once per invoice and is not a recurring interest charge.

6.2 Suspension. Any invoice not paid on its Due Date is delinquent, and FLTECHS has the right to suspend the Services, in whole or in part, that same day until the account is paid in full. The same applies if a Payment Method is declined, reversed or invalid, or if Client fails to keep a valid Payment Method on file. During suspension, FLTECHS may also suspend access to websites, hosted systems, Applications and materials that FLTECHS provides, but FLTECHS will not withhold Client’s own data or administrator access on termination, as provided in section 20. Suspension does not stop the billing of Recurring Services or extend any term. A reconnection fee applies to restore suspended Services, as set out in Exhibit A.

6.3 Termination for Non-Payment. FLTECHS may terminate this Agreement or any Service by written notice if (a) any amount remains unpaid ten (10) days after Client receives written notice of non-payment, or (b) Client fails to pay any amount by its Due Date more than two (2) times in any twelve (12) month period. A termination for non-payment is treated as an early cancellation by Client under section 4.5, and all amounts owed become immediately due.

6.4 Collection. Client shall reimburse FLTECHS for all costs of collecting any unpaid amount, including collection agency fees, court costs and reasonable attorneys’ fees. FLTECHS may report delinquent business accounts to commercial credit reporting agencies. For unpaid amounts owed for Equipment installed or improvements made to real property, FLTECHS may exercise any lien rights available under Chapter 713, Florida Statutes, in compliance with its notice requirements.

7. Rate Adjustments

7.1 FLTECHS Rates. After the first twelve (12) months of a Recurring Service, FLTECHS may increase its fees for that Service by giving Client at least ninety (90) days’ written notice, provided that increases occur no more than once in any twelve (12) month period and do not exceed five percent (5%) per increase.

7.2 Third-Party Costs. When a provider of Third-Party Services (such as Microsoft, a carrier or a software vendor) increases its price, or a government imposes or increases a tax, fee or surcharge, FLTECHS may pass the increase through to Client on notice. Such increases are not subject to the limit in section 7.1.

8. Client’s Obligations

Client shall:

• appoint a primary contact with authority to act for Client in all matters relating to this Agreement, and keep FLTECHS informed of its Authorized Contacts;
• provide timely access to its premises, systems, networks, personnel, administrator credentials and information, and timely decisions, approvals and Client Materials that are complete and accurate;
• maintain valid licenses for all third-party software it uses, and keep Client Equipment in good working order and suitable for the Services;
• maintain regular backups of Client Data, unless backup Services are included in its Proposal;
• maintain a reliable internet connection and the power, workspace, cooling and environmental conditions the Services require;
• not make, and not allow others to make, changes to systems managed by FLTECHS without notifying FLTECHS in advance;
• keep its own passwords and login credentials confidential and promptly report any suspected unauthorized access;
• obtain all licenses, permits and consents required by Law for its business, premises and use of the Services, and use the Services only for lawful purposes; and
• comply with the Exhibits and with the terms of Third-Party Services that apply to its Services.

Client is responsible for the acts and omissions of its employees, users and contractors. Delays or additional work caused by Client’s failure to perform these obligations are billable, and FLTECHS is not responsible for resulting delays or failures.

Client shall conduct itself, and cause its personnel to conduct themselves, professionally when dealing with FLTECHS Personnel. Abusive conduct toward FLTECHS Personnel, including threats or harassment by phone, email, online or in person, is a material breach of this Agreement. Threats of violence will be reported to the authorities and are grounds for immediate termination by FLTECHS.

9. FLTECHS’s Obligations; Independent Contractor

9.1 Performance. FLTECHS shall perform the Services with suitably skilled, experienced and qualified FLTECHS Personnel, in a professional and workmanlike manner, and in accordance with this Agreement and each Proposal. FLTECHS shall appoint an account manager as Client’s primary contact, normally the FLTECHS Owner and CEO.

9.2 Subcontractors. FLTECHS may use subcontractors to perform the Services (each, a “Permitted Subcontractor”). FLTECHS remains responsible for the Services they perform and shall bind them in writing to confidentiality obligations no less protective than those in this Agreement.

9.3 Independent Contractor. FLTECHS is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between the Parties. FLTECHS is solely responsible for the compensation, taxes and benefits of FLTECHS Personnel.

9.4 Client Delays. FLTECHS is not in breach of this Agreement, and is not liable for any cost or loss, to the extent its performance is prevented or delayed by an act or omission of Client, its personnel, contractors or other vendors.

10. Support, Service Levels and Response Times

10.1 Requesting Support. Client shall request support by service ticket, by emailing info@fltechs.com, by calling or texting 239-986-8647, or through the client portal at login.fltechs.com/client. Each request must describe the issue in reasonable detail; requests that only ask for a call back are handled at the lowest priority. Tickets may be submitted twenty-four (24) hours a day; phone support is available during Business Hours.

10.2 Response Times. FLTECHS assigns each request a priority based on its business impact and uses commercially reasonable efforts to provide an initial response within the following times:

• Critical (total outage of all users or of a critical system, or an active security breach): within one (1) hour, twenty-four (24) hours a day, seven (7) days a week.
• High (failure of a major function, or most users affected): within four (4) Business Hours.
• Normal (a standard issue affecting one user or function): the same business day.
• Low (routine or non-urgent requests): within two (2) business days.

10.3 Nature of Commitments. Response times are targets, not guarantees, and resolution times depend on the complexity of the issue and on Third-Party Services. Requests received outside Business Hours, other than Critical issues, are handled on the next business day in the order received. Work performed outside Business Hours is Emergency Service and is billed at the rate in Exhibit A unless Client’s Proposal expressly includes after-hours coverage. Uptime or response statistics published by FLTECHS are historical averages, not commitments. Failure to meet a response time is not a breach of this Agreement and does not entitle Client to a credit or refund.

10.4 Support Tiers. Tier 1 support covers initial troubleshooting, ticket intake and basic diagnostics; Tier 2 covers advanced troubleshooting and configuration changes; and Tier 3 covers complex issues that require vendor escalation or infrastructure-level work, which may be billed as out-of-scope work or a Project. When an issue arises from a product or Third-Party Service, FLTECHS may escalate it to the manufacturer or provider, and Client shall provide the information and authorizations needed.

11. Equipment and Software

11.1 Loaned and Rented Equipment. Equipment that FLTECHS loans or rents to Client, or installs to manage or restore the Services, remains the property of FLTECHS. Client shall keep it in good condition, normal wear and tear excepted, make it available for removal on request, and return it at the end of the applicable Service. If such Equipment is lost, stolen, damaged or not returned when requested, Client shall pay FLTECHS twice its replacement cost, together with any costs of recovery. FLTECHS is not obligated to restore premises to their original condition after removing its Equipment.

11.2 Purchased Equipment. The sale of Equipment is governed by Part 2, section O. Title and risk of loss pass to Client upon delivery to the carrier or to Client’s premises, whichever occurs first, but FLTECHS retains a security interest in purchased Equipment until it is paid in full.

11.3 Software. Software that Client asks FLTECHS to acquire must be paid in full before it is purchased and must be licensed in Client’s name. Renewal fees for yearly subscriptions are due ten (10) days before the renewal date; if they are not paid, the license is not renewed and use of the Software ends. Software is subject to the publisher’s license terms.

12. Intellectual Property; Ownership

12.1 Client Property. Client owns, and shall continue to own, Client Data, Client Materials, its domains, accounts, telephone numbers, advertising accounts, business listings and the licenses purchased in its name. FLTECHS may use them only as needed to provide the Services during the Term.

12.2 Deliverables. Upon payment in full of all fees for a Deliverable, FLTECHS assigns to Client all right, title and interest in that Deliverable, including the design, text and custom graphics of a website created for Client, excluding Pre-Existing Materials. Until it is paid in full, FLTECHS retains ownership of the Deliverable.

12.3 FLTECHS Property. FLTECHS and its licensors retain all right, title and interest in the Applications, the Services, Pre-Existing Materials, and FLTECHS’s tools, frameworks, templates, plugins, monitoring and security agents, scripts and documentation templates, including all Intellectual Property Rights in them. To the extent Pre-Existing Materials are incorporated in a paid Deliverable, FLTECHS grants Client a non-exclusive, perpetual, non-transferable license to use them as part of that Deliverable. Third-party components remain subject to their own licenses.

12.4 Feedback. Client grants FLTECHS a perpetual, royalty-free license to use any feedback, suggestions or survey responses that Client provides about the Services.

13. Confidentiality and Data Protection

13.1 Confidential Information. “Confidential Information” means non-public information that a Party (the “Disclosing Party”) discloses to the other Party (the “Receiving Party”) and that is marked confidential or would reasonably be understood to be confidential, including Client Data, credentials, network information, pricing, business plans and trade secrets. It does not include information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party without restriction before disclosure, (c) is independently developed without use of the Disclosing Party’s information, or (d) is lawfully received from a third party without a duty of confidentiality.

13.2 Obligations. The Receiving Party shall use Confidential Information only to perform or receive the Services, shall disclose it only to its personnel, Affiliates, Permitted Subcontractors and advisers who need to know it and are bound by similar obligations, and shall protect it with at least reasonable care. If Law or a court order requires disclosure, the Receiving Party shall, where legally permitted, give the Disclosing Party prompt notice and an opportunity to contest it. These obligations survive termination of this Agreement.

13.3 Data Protection. FLTECHS does not sell, rent or trade Client Data. FLTECHS maintains reasonable administrative, technical and physical safeguards for Client Data in systems it manages, and processes Client Data only to provide the Services, as instructed by Client, and as required by Law. FLTECHS’s Privacy Policy at fltechs.com/privacy-policy describes how FLTECHS handles personal information.

13.4 Security Incidents. If FLTECHS becomes aware of a security incident affecting Client Data in systems FLTECHS manages, FLTECHS shall notify Client without unreasonable delay, take reasonable steps to contain it, and assist Client in meeting any notice obligations it has under Law, including the Florida Information Protection Act.

14. Limited Warranty; Service Guarantee; Disclaimers

14.1 Limited Warranty. FLTECHS warrants that the Services will be performed in a professional and workmanlike manner and will conform in all material respects to the applicable Proposal. Any additional workmanship warranty for a Project is limited to the period stated in its Proposal.

14.2 100% Service Guarantee. FLTECHS is committed to providing superior, customized and hassle-free service. If Client is dissatisfied with any Service, Client shall notify the FLTECHS CEO in writing within seventy-two (72) hours after the Service is performed and before another Service begins. FLTECHS shall then correct or re-perform the Service, or arrange for another technician to re-perform it, at no additional charge. Services not reported within that period are deemed accepted and billable.

14.3 Exclusive Remedy. Correction or re-performance under sections 14.1 and 14.2 is Client’s sole and exclusive remedy for breach of warranty. If FLTECHS fails to correct a material breach of warranty within thirty (30) days after Client’s written notice, Client may cancel the affected Service without an Early Termination Fee by written notice. Client remains responsible for fees for Services provided through the cancellation date, and fees already paid are not refunded. The warranties do not apply to issues caused by Client, by Persons other than FLTECHS, by Client Equipment or by Third-Party Services.

14.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 14, THE SERVICES, DELIVERABLES, APPLICATIONS AND EQUIPMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND FLTECHS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FLTECHS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED, AND MAKES NO WARRANTY AS TO UPTIME, LATENCY, CALL OR VOICE QUALITY, OR DELIVERY OF MESSAGES. EQUIPMENT AND THIRD-PARTY SERVICES ARE COVERED ONLY BY THE WARRANTIES OF THEIR MANUFACTURERS OR PROVIDERS. NO ORAL OR WRITTEN STATEMENT BY FLTECHS PERSONNEL CREATES ANY OTHER WARRANTY.

14.5 Security and Results. No system can be made completely secure. FLTECHS does not guarantee that cyberattacks, malware, outages or data loss will not occur, or any search ranking, traffic, advertising approval, review, lead, sale or return on investment. If Client declines a security recommendation documented by FLTECHS (such as multi-factor authentication, backups or the replacement of unsupported systems), FLTECHS is not responsible for Losses that the recommendation was intended to prevent.

15. Limitation of Liability

15.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE OR DATA, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLTECHS’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED (A) FOR CLAIMS RELATING TO RECURRING SERVICES, THE FEES PAID BY CLIENT FOR THE AFFECTED SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND (B) FOR CLAIMS RELATING TO A PROJECT OR EQUIPMENT, THE AMOUNT PAID BY CLIENT FOR THAT PROJECT OR EQUIPMENT.

15.3 Exceptions and Basis of Bargain. Sections 15.1 and 15.2 do not limit Client’s payment obligations, either Party’s liability for fraud, gross negligence or willful misconduct, or liability that cannot be limited under Law. FLTECHS is not responsible for pre-existing conditions of Client’s systems, wiring or building, for interference from other systems, or for transmission errors, data corruption or the security of information carried over Third-Party Services. The Parties agree that these limitations are an essential basis of the bargain and are reflected in the fees.

16. Indemnification

16.1 By Client. To the maximum extent permitted by Law, Client shall defend, indemnify and hold harmless FLTECHS, its Affiliates and their members, managers, officers, employees, agents and providers from and against all Losses arising out of or relating to: (a) Client’s breach of this Agreement; (b) the use or misuse of the Services, Applications or Equipment by Client, its users or any Person acting with Client’s permission; (c) Client’s violation of Law, including laws on consent for calls, texts, call recording, cameras and marketing; (d) Client Materials, content or claims that infringe or violate any third-party right; (e) the failure, unavailability or outage of the Services, including calls to 911; (f) security incidents caused by Client, its users or its other vendors; and (g) Client’s failure to secure or maintain Equipment after installation; except, in each case, to the extent the Losses are caused by the negligence, willful misconduct or breach of this Agreement of FLTECHS or FLTECHS Personnel.

16.2 Mutual. Each Party shall defend, indemnify and hold harmless the other Party from third-party claims for bodily injury, death or damage to tangible property to the extent caused by the indemnifying Party’s gross negligence, fraud or willful misconduct.

16.3 Procedure. The indemnified Party shall give prompt written notice of the claim, reasonable cooperation at the indemnifying Party’s expense, and control of the defense to the indemnifying Party. The indemnifying Party shall not settle a claim in a way that imposes obligations on the indemnified Party without its prior written consent, which shall not be unreasonably withheld.

17. Force Majeure

Neither Party is liable for any failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including hurricanes, floods, fire and severe weather; power, utility or internet outages; failures of carriers, cloud providers or other Third-Party Services; cyberattacks on third parties; supply chain shortages; labor disputes; epidemics; war or civil unrest; and acts or orders of government (each, a “Force Majeure Event”). The affected Party shall notify the other Party and use diligent efforts to resume performance. If a Force Majeure Event prevents a Recurring Service for more than thirty (30) consecutive days, either Party may cancel the affected Service by written notice without an Early Termination Fee.

18. Non-Solicitation; Non-Exclusivity

18.1 Non-Solicitation. During the Term and for twelve (12) months after the completion of the last Service, neither Party shall, directly or indirectly, solicit for employment, hire or engage any employee or contractor of the other Party who performed or supported work under this Agreement, except through general advertisements not targeted at that Party’s personnel. Because the damages caused by a breach are difficult to determine, the breaching Party shall pay the other Party liquidated damages of thirty-five thousand dollars ($35,000) for each individual solicited, hired or engaged in breach of this section. The Parties agree that this amount is a reasonable estimate of the recruiting, training and lost-business costs caused by such a breach, and not a penalty.

18.2 Non-Exclusivity. This Agreement is not exclusive. FLTECHS may provide the same or similar services to other clients, and neither Party is obligated to enter into future Proposals.

19. Non-Disparagement and Publicity

19.1 Non-Disparagement. Client shall not make, directly or through any third party, any false statement of fact about FLTECHS, its personnel or the Services, in public or in private, including online, on review sites or through social media. Nothing in this Agreement restricts Client, its employees or any individual from posting honest reviews, opinions or truthful statements, from reporting to any government agency, or from exercising any right protected by Law, including under the Consumer Review Fairness Act (15 U.S.C. § 45b). FLTECHS will not impose any penalty, fee or termination because of such communications.

19.2 Publicity. FLTECHS may identify Client by name and logo as a client, and may display websites and other public Deliverables it creates for Client, on its website, in proposals and in portfolios and marketing materials. Client may withdraw this permission at any time by written notice, and FLTECHS will stop new uses within thirty (30) days. FLTECHS will not disclose Client Data or non-public details of the Services without Client’s prior written consent. For healthcare clients, FLTECHS will identify Client only with Client’s prior written consent and will never use or disclose protected health information for marketing.

20. Credentials, Internet and Third-Party Services

20.1 Administrative Access. FLTECHS requires administrative access to the systems it manages. During the Term, FLTECHS may hold administrator credentials for managed systems and may use FLTECHS-created administrative accounts that are not provided to end users. FLTECHS never asks for passwords by email or web form.

20.2 Release on Termination. Upon termination or expiration of a Service, FLTECHS shall, within five (5) business days after Client’s written request, release to Client the administrator credentials and access to all systems, accounts, domains, data and devices that Client owns, whether or not any invoice is outstanding. FLTECHS will pursue unpaid amounts separately and will not withhold Client’s access to its own systems or data, including protected health information, as a means of collection. FLTECHS-created documentation and other Deliverables are delivered once paid in full. Changing FLTECHS-created credentials or resetting equipment for a new provider is billable at the rates in Exhibit A.

20.3 Internet Connection. Many Services require a high-quality, high-speed internet connection, which Client is responsible for obtaining. FLTECHS does not provide, control or warrant Client’s internet connection and is not responsible for problems caused by Client’s internet provider.

20.4 Third-Party Services. Many Services depend on Third-Party Services that are subject to their own terms, which Client accepts by using them. FLTECHS is not responsible for the outages, price changes, policy changes, data handling or discontinued features of Third-Party Services, but will help Client work around them where it reasonably can.

21. Communications Records and Copyright

FLTECHS is not obligated to store call logs, voicemails, faxes, recordings, text messages, emails or other communications, and stores them only as a convenience and for the periods its platforms allow. Text message (SMS) records are not retained by FLTECHS; Client is responsible for downloading and keeping any messages it needs. FLTECHS may set limits on the size and retention of stored communications. FLTECHS does not review content transmitted through the Services, but may suspend or terminate access of any user who infringes the copyrights or other rights of others, including repeat infringers.

22. Termination

22.1 For Breach. Either Party may terminate this Agreement or an affected Service by written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing it, or if the other Party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes subject to a bankruptcy proceeding that is not dismissed within forty-five (45) days. Termination for non-payment is governed by section 6.3.

22.2 Immediate Termination by FLTECHS. FLTECHS may suspend or terminate any Service immediately by notice if Client uses the Services unlawfully or fraudulently, abuses or threatens FLTECHS Personnel, materially misuses the Services in a way that threatens FLTECHS’s systems or other clients, or if continuing the Service would violate Law or a regulatory requirement.

22.3 Effect of Termination. Upon termination or expiration of this Agreement or any Service: (a) all unpaid fees, any applicable Early Termination Fee and all other amounts owed become immediately due; (b) Client’s access to the Applications, tools and platforms provided by FLTECHS ends; (c) Client shall return FLTECHS Equipment and stop using FLTECHS Software and Confidential Information; (d) FLTECHS shall deliver paid Deliverables, Client Materials and Client Equipment in its possession and remove FLTECHS Equipment from Client’s premises; (e) FLTECHS shall release credentials as provided in section 20.2; and (f) at Client’s written request and expense, FLTECHS shall provide reasonable transition assistance at its then-current rates. Fees already paid are not refunded.

22.4 Client Data After Termination. Client is responsible for retrieving its Client Data before its Services end. FLTECHS keeps Client Data and documentation for no more than thirty (30) days after Client’s last day of service, after which FLTECHS permanently erases them from systems it controls, except as Law requires. On request, each Party shall certify in writing the return or erasure of the other Party’s Confidential Information.

22.5 Survival. Sections 5, 6, 11, 12, 13, 14.4, 14.5, 15, 16, 18, 19, 20.2, 22, 26 and 27, and any other provision that by its nature should survive, survive termination or expiration of this Agreement.

23. Notices

Notices under this Agreement must be in writing and are effective (a) when delivered by hand; (b) when received if sent by nationally recognized overnight courier; (c) on the day sent by email if sent during the recipient’s business hours, and otherwise on the next business day; or (d) on the third day after mailing by certified or registered mail, return receipt requested. Notices to FLTECHS must be sent to FLTECHS (Florida Tech Services), PO Box 11534, Naples, FL 34101, Attn: Eric Triguero, CEO, or by email to info@fltechs.com. Notices to Client may be sent to the address or email address in the Proposal or in Client’s account. Client is responsible for keeping its contact information current and for ensuring that FLTECHS emails are not blocked.

24. Changes to this Agreement

24.1 Updates. FLTECHS may update this Agreement by giving Client at least thirty (30) days’ written notice by email, through the client portal or on Client’s invoice. The effective date at the top of this page identifies the current version. An update applies to new Proposals from its effective date and to existing Services thirty (30) days after notice, unless Client objects as provided below.

24.2 Client’s Right to Object. If an update materially and adversely affects Client, Client may object in writing within the thirty (30) day notice period and choose either to keep the prior version for its existing Services until the end of their current term, or to cancel the affected Service without an Early Termination Fee before the update takes effect. Rate changes are governed only by section 7 and are not subject to this section. Except as provided in this section, this Agreement may be amended only in a writing accepted by both Parties, including through the FLTECHS client portal.

25. Assignment

Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld, except that FLTECHS may assign it, on written notice, to an Affiliate or to a successor to all or substantially all of its business or assets. Any other attempted assignment is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

26. Dispute Resolution; Governing Law; Venue

26.1 Informal Resolution. Before filing any claim, the Party raising a dispute shall give the other Party written notice describing it, and the Parties shall attempt in good faith to resolve it for thirty (30) days. This requirement does not apply to claims to collect amounts owed or to claims for injunctive relief.

26.2 Governing Law. This Agreement and the Services are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.3 Venue. The state and federal courts located in or serving Collier County, Florida, have exclusive jurisdiction over any action arising out of or relating to this Agreement, and each Party consents to their personal jurisdiction and venue. Claims within small claims jurisdiction may be brought in the small claims court of Collier County.

26.4 WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

26.5 No Class Actions. Each Party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any class, collective, consolidated or representative action.

26.6 Attorneys’ Fees. In any action or proceeding arising out of or relating to this Agreement, including collection proceedings, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party. This applies equally to both Parties.

26.7 Equitable Relief. A breach of section 12, 13 or 18 may cause irreparable harm for which damages are not an adequate remedy, and the non-breaching Party may seek injunctive or other equitable relief in addition to any other remedy.

27. General Provisions

27.1 Entire Agreement. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations and understandings, oral or written, including any earlier FLTECHS service, VoIP, IT, website or project agreements, as to Services provided after the effective date of this version. No terms in any Client purchase order or other Client document apply.

27.2 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and construed to reflect the Parties’ original intent, and the remaining provisions remain in full force and effect.

27.3 Waiver. No waiver is effective unless in writing and signed by the waiving Party. A failure or delay in exercising any right is not a waiver of that right or any other right.

27.4 Electronic Records and Signatures. This Agreement and every Proposal, acceptance and notice may be executed and delivered electronically, and electronic records and signatures have the same legal effect as originals and handwritten signatures. Electronic records kept in the ordinary course of business are admissible to the same extent as paper business records. This Agreement may be executed in counterparts.

27.5 No Third-Party Beneficiaries. This Agreement benefits only the Parties and their permitted successors and assigns, and confers no rights on any other Person.

27.6 Interpretation and Language. Section headings are for convenience only. This Agreement shall not be construed against either Party as its drafter. If this Agreement is translated, the English version controls.

Part 2. Service Terms

Each section of this Part 2 applies only to the type of Services that Client receives under a Proposal, in addition to Part 1.

A. Managed IT Services

A.1 Scope. Managed Services include the items listed in Client’s Proposal, which may include:

• proactive monitoring and maintenance: continuous (24/7) monitoring of covered systems and devices, automated patch management and software updates, risk and performance analytics, and scheduled maintenance;
• security and threat management: antivirus and anti-malware, endpoint detection and response (EDR), firewall configuration and intrusion prevention, ransomware and exploit protection, and web filtering and device control;
• help desk and remote support: unlimited remote support for covered users and devices during Business Hours, including authorized employees working off-site, with a ticketing system and documentation;
• infrastructure support: printer and driver troubleshooting, and coordination with vendors of supported platforms; and
• on-site support, where the Proposal includes it.

A.2 Eligibility and Onboarding. Client’s environment is eligible for Managed Services if it is in good working condition and meets FLTECHS’s requirements. FLTECHS may inspect and document the environment at the start of the Services; unless the Proposal includes it, the inspection is billable. Promptly after the Services begin, FLTECHS installs its remote monitoring and management (RMM) agent on covered devices. Client shall provide administrator credentials, contact information for and cooperation from any prior IT provider, and secure remote access to its network. The Services depend on that remote access.

A.3 Maintenance. FLTECHS installs software and firmware updates and patches as released by manufacturers, as applicable. Maintenance is usually performed outside Business Hours. FLTECHS may schedule maintenance outages on weekends with limited notice, and without notice where Client is not affected. Emergency vendor releases may be applied between 11:00 p.m. and 7:59 a.m. Eastern Time. Client shall allow time for reboots required to apply updates.

A.4 Coverage Area. On-site support is routine in Collier County. Lee County and Miami-Dade County are supported remotely, with on-site visits scheduled by appointment, as stated in Client’s Proposal.

A.5 Co-Managed IT. Where Client keeps internal IT staff, Client’s staff retain administrative responsibility for Client’s systems, the Parties shall agree in writing who handles which tasks, and FLTECHS is not responsible for changes made by Client’s staff or other providers.

A.6 Exclusions. Unless the Proposal expressly includes them, Managed Services do not include, and the following are billed as out-of-scope work or Projects at the rates in Exhibit A plus parts and materials:

• hardware, parts, consumables, software, licenses and upgrades, and manufacturer warranty service;
• installation of new equipment, computer rebuilds, server, network and operating system upgrades, virtualization, major reconfiguration, new software or database implementations, and cabling;
• restoration of data lost through system or hardware failure, and recovery after floods, fires, hurricanes, lightning, power surges, leaks or similar events;
• office moves, and remediation of changes made without FLTECHS’s written consent, which are billed at the full cost of restoring the environment;
• support of servers, workstations or software older than five (5) years or running an operating system more than two generations old;
• application software support beyond what the manufacturer supports, and warranty printer service; and
• any other item not listed in the Proposal.

A.7 Changes and Unauthorized Work. Client shall inform FLTECHS of any changes, installations or service performed on its network by Persons other than FLTECHS. Client authorizes FLTECHS to make changes that reduce costs or improve Client’s use of technology, within the scope of the Services. Out-of-scope services cannot be exchanged for Services included in the Proposal. FLTECHS may suspend on-site Services if conditions at Client’s site pose a health or safety risk to FLTECHS Personnel.

B. Remote and On-Site Support Visits

B.1 Billable Time. FLTECHS uses remote access and on-site visits to resolve support requests and perform maintenance. Time spent on work not covered by Client’s Proposal is recorded in the ticket and billed at the rates in Exhibit A, including the minimums stated there.

B.2 Missed Visits. If Client or its representative is not available when the technician arrives for a scheduled on-site visit, Client is charged the minimum in Exhibit A, and any rescheduled visit is billed separately.

B.3 Client Equipment Issues. If a reported issue is caused by Client Equipment or other equipment not managed by FLTECHS, Client is charged the minimum in Exhibit A whether or not the issue is resolved, and time beyond the minimum is billed in fifteen (15) minute increments.

C. Backup and Business Continuity Services

C.1 Service. FLTECHS installs a backup agent and backs up the servers, computers, cloud accounts and data listed in Client’s Proposal, up to the storage limit of Client’s plan. Backups run at least once per day, and retention schedules are set according to Client’s needs and plan. Client shall tell FLTECHS about any data that must be protected and is not listed. FLTECHS holds backup data as a data processor solely to provide the Service and may store it with third-party cloud providers. By allowing the agent on its devices, Client authorizes FLTECHS to back up the files on them and is responsible for having the right to do so.

C.2 Restores. FLTECHS restores data within the requirements of this Agreement on a best-effort basis. Restores can take longer than the original backup. Additional restore assistance may be billed at the rates in Exhibit A. FLTECHS is not responsible for data overwritten by a restore requested by Client. Data that has expired under the retention schedule cannot be recovered.

C.3 Storage Limits. If Client exceeds its storage limit, FLTECHS will notify Client, and additional data is not backed up until Client upgrades its plan, buys additional storage or removes data. Storage is measured as the greater of the amount on Client’s systems and the amount kept by FLTECHS, without the benefit of compression or deduplication.

C.4 Access by Others. FLTECHS will provide access to backup data to a surviving spouse or executor upon presentation of a death certificate and identification that FLTECHS reasonably believes valid, or in response to a court order, warrant, subpoena or other legal process.

C.5 Limitations. CLIENT ACKNOWLEDGES THAT CLIENT DATA MAY NOT BE AVAILABLE OR RESTORABLE IF CLIENT EXCEEDS ITS STORAGE LIMIT; A BACKUP DID NOT COMPLETE; CLIENT DESELECTS OR DELETES DATA OR DEVICES FROM BACKUP; CLIENT MODIFIES SYSTEMS IN A WAY THAT BREAKS THE BACKUP SOFTWARE; A DEVICE CANNOT REACH THE INTERNET OR THE BACKUP INFRASTRUCTURE; CLIENT FAILS TO REPORT BACKUP ERRORS, OUTAGES OR ISSUES IT RECEIVES OR KNOWS ABOUT; OR CLIENT’S BACKUP SUBSCRIPTION ENDS OR IS NOT PAID. Backup internet (failover) service is subject to the carrier’s coverage and terms. Seasonal hurricane-readiness reviews are included only when Client’s plan lists them.

D. Security and Cybersecurity Services

D.1 Service. Security Services include the protections listed in Client’s Proposal, such as managed antivirus, endpoint detection and response, email filtering, multi-factor authentication, patching, security awareness training and simulated phishing. FLTECHS monitors and removes detected threats as part of the monthly fees. By ordering training, Client authorizes FLTECHS to send simulated phishing messages to Client’s staff and to report the results to Client. FLTECHS may replace security products with products of comparable function.

D.2 Client Responsibilities. Security software reduces risk but cannot prevent every threat. Client shall require safe browsing and email practices of its users. FLTECHS is not liable for Losses resulting from malware, ransomware or other infiltration, except to the extent caused by FLTECHS’s negligence. Incident response beyond Client’s plan, including investigation, recovery and rebuilding systems, is billed as out-of-scope work or quoted separately.

D.3 Software Behavior. Security software may block or quarantine software that Client wants, may require regular internet connections, may update automatically, and may send samples of suspicious files and related device information to FLTECHS or the security vendor for analysis, which Client authorizes.

E. Microsoft 365 and Cloud Services

Microsoft 365 and other cloud licenses are provided under the vendor’s customer agreement, with Client as the licensed customer, and Client shall comply with that agreement (for Microsoft, at www.microsoft.com/servicesagreement). Vendor price changes are passed through on Client’s invoice. Licenses with an annual commitment set by the vendor remain payable until the end of the commitment, even if Client cancels the FLTECHS Service. Migrations follow a written plan and cutover time, and Client remains responsible for data in its old systems until it is migrated. Deleted or encrypted data may be lost once the vendor’s retention periods pass; FLTECHS recommends a separate Microsoft 365 backup and is not responsible for data that could only have been recovered from a backup Client declined.

F. Business Phone (VoIP) and Messaging Services

F.1 Service. FLTECHS provides Voice over Internet Protocol (VoIP) business phone service on the FlowPBX cloud platform. Depending on Client’s plan, the service may include inbound and outbound local, long-distance and international calling; call forwarding, call waiting, caller ID, transfer and voicemail; automated attendants and interactive voice response (IVR); call recording; team messaging, video conferencing and mobile apps; business text messaging (SMS and MMS); local and toll-free numbers; and, at Client’s request and for an additional fee, 911 calling as described in section G.

F.2 Requirements and Limitations. VoIP service requires working power and a stable internet connection at Client’s location, and its quality depends on Client’s internet connection, internal network and Third-Party Services. VoIP is not a traditional telephone line. Some equipment, such as alarm systems, fax machines, credit card terminals, elevator phones and other life-safety lines, may not work with VoIP and should not be connected to it unless the Proposal says so. Uptime commitments, if any, are those stated in the Proposal; outages of Client’s own internet service are not covered.

F.3 Numbers and Porting. Client authorizes FLTECHS to port the numbers Client lists. Porting dates depend on Client’s current carrier. Client’s telephone numbers remain Client’s, and Client may port them to another provider at any time, subject to payment of all amounts owed and any applicable Early Termination Fee.

F.4 Charges. Usage beyond the plan’s allowance, toll-free, international, directory assistance and operator-assisted calls, and applicable taxes, 911 fees and regulatory surcharges are billed to Client.

F.5 Call Recording. Florida law requires the consent of all parties to record a call. If Client enables call recording, Client is responsible for providing notice and obtaining all required consents.

F.6 Text Messaging. Text messaging is subject to FLTECHS’s SMS Terms at fltechs.com/sms-terms and to carrier registration rules (including 10DLC). Client is responsible for registering its use cases as required, obtaining consent before texting its customers, honoring STOP and other opt-out requests, and complying with the Telephone Consumer Protection Act and similar Laws. Carriers may filter or block messages, and delivery is not guaranteed. Text message records are not retained by FLTECHS, as provided in section 21 of Part 1.

F.7 Acceptable Use. Client shall not use the phone service for unlawful robocalls, spam, fraud, harassment, auto-dialing without consent, or any purpose that violates Law or carrier rules. FLTECHS may suspend service immediately to stop such use.

G. 911 and E911 Emergency Calling

G.1 911 Service by Request. 911 and E911 calling is not included in FLTECHS’s standard phone service. FLTECHS enables 911 calling only at Client’s written request, for the additional fee stated in the Proposal. Until 911 service is enabled on Client’s account, Client’s phones cannot be relied on to reach emergency services, and Client shall keep another means of calling 911 (such as a mobile phone or a traditional landline) available at all times and inform all users. Client acknowledges that it was offered 911 service and that the choice to request it or not is Client’s.

G.2 Limitations and Acknowledgment. Even when enabled, calls to 911 over interconnected VoIP service may not work, or may work differently than traditional 911, including: during a power, internet or network outage; if equipment is moved or the registered address is not current; if the service is suspended or disconnected, including for non-payment; during network congestion; and in some remote or rural areas. Calls may be routed to a national emergency call center instead of the local public safety answering point (PSAP), and the caller’s location may not be transmitted automatically. By accepting a Proposal for phone service, Client acknowledges that it has received and understood these limitations, as required by FCC rules (47 C.F.R. § 9.11).

G.3 Labels and User Notice. FLTECHS provides warning labels for each phone. Client shall place them on or near each device and inform all users, including employees and guests, of these limitations. Client should keep an alternative means of calling 911, such as a mobile phone.

G.4 Direct Dialing, Notification and Dispatchable Location. When 911 service is enabled, FLTECHS configures the service so that users can dial 911 directly, without a prefix or access code, and, where the system supports it, sends a notification (call, text, email or screen alert) to the person or front desk that Client designates in writing whenever anyone dials 911, as required by Kari’s Law (47 U.S.C. § 623). Client shall provide and keep current a dispatchable location for every fixed phone (the street address plus the floor, suite or room needed for responders to find the caller), as required by RAY BAUM’S Act (47 C.F.R. § 9.16). Users of softphone or mobile apps must update their registered location whenever they use the service from a new place. Client shall notify FLTECHS before adding, moving or relocating phones.

G.5 Disclaimer. FLTECHS relies on third parties to route 911 calls and has no control over PSAPs, the national emergency call center or other emergency service providers, and is not responsible for whether or how they answer or respond to calls. To the maximum extent permitted by Law, neither FLTECHS nor its officers or employees are liable for any claim, damage or loss arising from or relating to 911 service, including incorrect routing or location data, unless caused by FLTECHS’s gross negligence, recklessness or willful misconduct, and Client waives all such claims. Client’s indemnification obligations in section 16 of Part 1 apply to claims by Client’s users and other third parties relating to 911.

H. Website Design and Development

H.1 Scope. FLTECHS designs and builds the website described in the Proposal, which may include custom design and layout, front-end and back-end development, content migration and formatting, analytics and basic integrations, contact or quote request forms, responsive optimization for phones, tablets and desktops, and the on-page SEO setup described in the Proposal. E-commerce, ongoing content creation, SEO campaigns, third-party application development and any other item not listed in the Proposal are out of scope and quoted separately.

H.2 Client Materials and Timeline. Client shall supply licensed content, photos, logos, factual claims, approvals and domain access in a timely manner, unless the Proposal includes content writing. The timeline in the Proposal is an estimate. FLTECHS is not responsible for delays caused by late materials or feedback, and if Client’s delays exceed thirty (30) days in total, FLTECHS may charge restart or scope-adjustment fees and reschedule the Project.

H.3 Revisions and Approvals. A revision round is one consolidated list of changes from Client. The number of included revision rounds, any expedited delivery option and the post-launch support period are stated in the Proposal; additional rounds are billed and require Client’s written approval. Client approves the preview site and the launch in writing. When FLTECHS replaces an existing website, it redirects the existing page addresses to their new pages.

H.4 Payment. Website fees are payable according to the payment schedule in the Proposal. Deposits and payments are non-refundable.

H.5 Ownership. Ownership of the website is governed by section 12 of Part 1: Client owns the design, text and custom graphics upon payment in full, and FLTECHS retains its frameworks, plugins, templates and other Pre-Existing Materials. A full export of the website is provided on request and is quoted separately.

H.6 Cancellation. Client may cancel a website Project by fifteen (15) days’ written notice. Client shall pay for all work completed through the cancellation date, and deposits and payments made are not refunded. Monthly website services are month-to-month or twelve (12) month Services under section 4 of Part 1.

H.7 Warranty. FLTECHS warrants that the website will function as described in the Proposal at launch. FLTECHS is not responsible for changes made after launch by Client or other Persons, or for the uptime, email delivery or plugin security of third-party hosting, content management systems and plugins that FLTECHS does not manage.

H.8 Suspension. If any website fee is unpaid, FLTECHS may suspend access to the website, preview sites and materials it hosts until the balance is paid, as provided in section 6 of Part 1.

I. Hosting and Website Care

Hosting and care plans include the features listed for the selected plan in the Proposal. Basic hosting covers hosting, SSL and infrastructure support only, not edits or marketing. Edit time included in a care plan resets monthly and does not roll over. Backups, monitoring and support response times are as described for the plan. Chat, AI assistants, call tracking, booking and review tools are separate Services. Client remains responsible for domain ownership and renewal, lawful content, and the access it delegates.

J. SEO and Business Listings

SEO plans are priced as stated in the Proposal and include one eligible physical office; additional offices, domains or markets are quoted separately. Target cities are search markets, not offices. Directory listings included with SEO are not billed again as a separate Service. Client confirms its business eligibility, addresses, hours and listing ownership. Search engines and directories are controlled by third parties, and rankings, traffic, reviews, leads and revenue are not guaranteed.

K. Google Ads and Paid Advertising

Client owns its advertising accounts, payment methods and budgets, and pays advertising spend directly to the platform. Setup and management fees are stated in the Proposal and do not include ad spend, tracking-number usage or additional scope; additional websites, brands, languages, regions, campaigns and landing pages are quoted separately. Client approves ad claims, targeting, regulated-category requirements and conversion definitions. Ad approval, clicks, leads, cost per lead, sales and return on investment are not guaranteed.

L. Business Tools and AI Services

AI voice receptionists, call tracking, AI website assistants, live chat, online booking, review management, AI visibility monitoring and business listings are provided as described in the Proposal, and their integration scope is confirmed in a technical review before setup. Client is responsible for lawful SMS, email and call-recording consent, notices, opt-outs and data retention; for its appointment, cancellation, refund and payment policies; and for staff coverage. AI responses can be inaccurate and must not replace professional or emergency advice. Review requests must go to every customer: no fake reviews, prohibited incentives or review gating. Carrier, number, AI usage and payment-processor fees are billed as stated in the Proposal.

M. Projects, Installation and Structured Cabling

M.1 Scope. FLTECHS performs the one-time Project work described in Client’s accepted Proposal (the “Project Scope”), which may include structured network cabling and termination (such as CAT6, HDMI and speaker wire); mounting of televisions, servers, cameras and other equipment; installation of computers, VoIP phones and wireless access points; configuration of routers, firewalls, switches and other IT equipment; surveillance system setup; audio and alarm wiring; network and device configuration for HIPAA compliance; system testing; and basic end-user orientation.

M.2 Changes. Work not described in the Project Scope is out of scope and is performed only under a Change Order accepted in writing by both Parties. Installation quotes are based on a site survey and the conditions FLTECHS can observe. Hidden conditions (such as inaccessible walls or ceilings, obstructions, asbestos or other hazards, or damaged existing cabling) and changes requested on site are handled by Change Order.

M.3 Payment. Project fees are payable according to the payment schedule in the Proposal, as provided in section 5.3 of Part 1. FLTECHS may require a deposit or full payment before scheduling the work and may stop work while any scheduled payment is past due.

M.4 Timeline. Project timelines are estimates and may change because of material availability, site readiness, other trades, permits or Third-Party Services. FLTECHS is not liable for delays caused by site inaccessibility, incorrect information or coordination issues.

M.5 Client Responsibilities. Client shall provide safe and uninterrupted access to the premises; prepare the site for installation; provide accurate layouts, specifications and final placement decisions before work begins; coordinate with its landlord, general contractor and other trades (such as construction and electrical); obtain any landlord or association approvals; provide required information and approvals in a timely manner; and inspect and sign off on the work upon completion.

M.6 Completion and Acceptance. FLTECHS labels, tests and documents the cabling and equipment it installs. The Project is accepted upon Client’s sign-off or, if earlier, when Client begins using the installed work. Equipment and materials are accepted upon delivery or installation.

M.7 Exclusions. FLTECHS takes reasonable care of Client’s premises, but patching, painting and repairs to finishes are not included unless quoted. FLTECHS is not responsible for pre-existing wiring, building infrastructure or interference from other systems. Software support, licensing and post-installation troubleshooting are excluded unless included in the Proposal or a Managed Services plan. Work requiring a license under Florida law is performed by personnel holding that license, and permits, when required, are identified in the Proposal.

M.8 Cancellation. Either Party may cancel a Project by written notice before work begins and before materials are ordered. If Client cancels after materials have been ordered or work has begun, Client shall pay (a) all labor performed and materials purchased through the cancellation date; (b) a restocking fee of up to twenty-five percent (25%) of the value of any unopened, returnable Equipment, plus return shipping; (c) the full price of Equipment that cannot be returned; and (d) any project planning, design, drafting or administrative fees incurred. Payments already made are applied to these amounts and are not otherwise refunded.

M.9 Warranty. FLTECHS warrants its Project labor as provided in section 14 of Part 1, for the workmanship period, if any, stated in the Proposal. Equipment carries only the manufacturer’s warranty.

N. Security Cameras and Surveillance

Camera Services include the design, installation and configuration of the cameras, recorders and viewing apps listed in the Proposal, performed as a Project under section M. Client is responsible for the lawful use of its camera system, including camera placement, notices and signage, keeping cameras out of private areas such as restrooms and changing rooms, recording retention and requests for footage. Florida law requires the consent of all parties to record conversations, so audio recording remains disabled unless Client confirms in writing that it has obtained that consent. FLTECHS does not monitor Client’s cameras or provide alarm monitoring services unless the Proposal says so. Cameras help deter and document incidents but cannot prevent them, and FLTECHS is not responsible for theft, damage or other events at Client’s premises.

O. Equipment Sales and Other One-Time Purchases

O.1 Quotes and Pricing. Equipment quoted in a Proposal is subject to availability and is priced from distributor and manufacturer pricing at the time of the quote; final prices are those in effect when Client approves the order. Equipment is quoted to the specifications Client provides and FLTECHS’s assessment of Client’s environment. FLTECHS does not quote or recommend refurbished equipment and does not keep Equipment in stock.

O.2 Ordering and Payment. Equipment is ordered after Client approves the quote and pays the Equipment invoice in full, unless the Proposal provides a different payment schedule. Equipment invoices are due upon issuance. Installation or delivery is scheduled only after payment is received and the complete order has arrived at FLTECHS. Standard shipping on in-stock items typically takes five (5) to seven (7) business days and is not included in quoted build or installation times.

O.3 Delivery, Title and Risk. Shipments are F.O.B. the distributor’s shipping facility. Title and risk of loss pass to Client as provided in section 11.2 of Part 1.

O.4 Acceptance; No Returns. Equipment and materials are deemed accepted upon delivery or installation, and their condition and specifications are acknowledged as sufficient upon acceptance. Equipment is non-refundable and non-returnable, except that defective Equipment is handled under the manufacturer’s warranty. FLTECHS will help process warranty claims; the related labor is billable unless covered by Client’s Managed Services plan. Client is responsible for return shipping on any warranty return.

O.5 Order Cancellation. If Client cancels an approved Equipment order, Client shall pay a restocking fee of up to twenty-five percent (25%) of the value of any returnable Equipment, plus return shipping, and the full price of any Equipment that the distributor or manufacturer will not accept for return. Cancellation invoices are due upon issuance.

O.6 Data on Returned Equipment. Before any Equipment containing data is returned or replaced, Client shall transfer the files it wishes to keep. FLTECHS is not responsible for data on Equipment once it is returned.

O.7 Recommended and Third-Party Equipment. Equipment listed in FLTECHS Proposals is recommended and approved by FLTECHS. Equipment purchased from other vendors is not, and its installation is billed as out-of-scope work or a Project regardless of Client’s service level. In a critical hardware failure, FLTECHS may offer Client the option of buying necessary Equipment from a local source; time and travel to pick it up are billable.

O.8 Warranties and Managed Clients. Manufacturer warranties apply where available, and extended warranties may be purchased through FLTECHS. FLTECHS is not responsible for notifying Client of warranty expirations. For Managed Services clients, labor to replace supported Equipment needed to maintain the current environment (such as a failed computer) and installation of the monitoring agent and antivirus on newly covered devices are not billable; new Equipment that adds to, updates or refreshes the environment is billable.

P. Computer Repair and Hardware Service

Repairs begin with a diagnosis, at the fee stated in the Proposal, and Client approves each repair before it is performed. Client should back up its data before service: failing devices can lose data, and FLTECHS is not responsible for data lost on a device that was already failing. If a drive has physically failed, FLTECHS can refer Client to a data recovery laboratory. Client shall collect repaired devices within thirty (30) days after FLTECHS reports that they are ready; FLTECHS will contact Client before taking any further action on devices that are not collected.

Q. Healthcare Clients (HIPAA)

If FLTECHS will create, receive, maintain or transmit protected health information for Client, the Parties shall sign a Business Associate Agreement before that work begins. Client remains responsible for its HIPAA compliance program, including its risk analysis, policies and workforce training; FLTECHS supports the technical safeguards described in Client’s Proposal. Third-party platforms that handle protected health information, such as Microsoft 365 and FlowPBX, are covered by their own business associate agreements where available. Protected health information and other regulated data must not be placed in public reviews, text messages or other insecure channels.

Exhibit A. Rates, Fees and Sales Terms

The rates and fees in this Exhibit apply unless the Proposal states otherwise.

1. General Rates

• Client rate: $250 per hour, for work during Business Hours on a type of Service that Client has under a current Proposal.
• Emergency Service rate: $350 per hour. This rate applies to all Emergency Service, including (a) any work for a Person who is not a FLTECHS client, (b) any work for a Client on a type of Service it does not have with FLTECHS (for example, IT support requested by a Client that has only phone service with FLTECHS), and (c) any work outside Business Hours, including Saturdays, Sundays and holidays.
• Travel to Client’s site: $75 for every fifty (50) miles traveled, or part thereof.

2. Minimums and Billing Increments

Every billable service call, whether remote or on-site, is billed at a minimum of one (1) hour, even if the work takes less time. Work beyond the first hour is billed in fifteen (15) minute increments. All time spent on an issue is recorded in the ticket and billed according to Client’s Proposal.

3. Fees

• Late fee: ten percent (10%) of the unpaid balance of an invoice not paid on its Due Date, charged once per invoice.
• Returned or declined payment: $25 per payment.
• Reconnection of suspended Services: $55.
• Card processing fee: three percent (3%) of the amount charged to a credit or debit card. ACH payments have no processing fee.
• Restocking fee for cancelled Equipment orders and Projects: up to twenty-five percent (25%) of the value of returnable Equipment, plus return shipping.
• Early Termination Fee: three (3) months of the fees for each twelve (12) month Service cancelled before the end of its term, as provided in section 4.5 of Part 1.
• Missing or damaged items on Equipment returned to FLTECHS: $30 per item.

4. Billing Rules

• The “3 fives” rule: a request that will take more than five (5) hours, involves more than five (5) steps, or affects more than five (5) users is a Project, and FLTECHS will obtain Client’s approval before proceeding. The rule does not apply to onboarding or structured cabling, which are always quoted.
• The following are always billable as out-of-scope work or Projects under a Managed Services plan: pre-existing issues; any item not listed in the Proposal; major application upgrades; new or replacement software; administrative or clerical work; cabling; and training.
• Onboarding fees are due before onboarding work begins, and Client shall return completed onboarding and project documents before FLTECHS schedules turn-up of Client sites.
• During the term of a Managed Services Proposal, Client shall maintain at least seventy-five percent (75%) of the users, devices or services in the initial Proposal.
• Projects that add products, devices or services are billed for those additions as they are added during the Project.
• Only management-approved Authorized Contacts may approve Proposals and quotes or authorize charges to the Payment Method. Client shall provide each Proposal to its employees who need it.
• Client shall give FLTECHS sixty (60) days’ notice of office moves and of changes of third-party vendors that affect the environment FLTECHS supports.
• Assistance with third-party vendors in connection with the end of Client’s Services with FLTECHS is billable.
• Clients without a Proposal that includes travel reimburse travel and out-of-pocket expenses under Exhibit B.

Exhibit B. Travel and Expense Policy

By accepting a Proposal or this Agreement, Client agrees to the following terms for the travel and expenses of FLTECHS Personnel.

1. Local Travel

• Vehicle travel to Client’s site is billed at the travel rate in Exhibit A ($75 for every fifty (50) miles traveled, or part thereof), unless the Proposal states otherwise, and not by separate mileage reimbursement.
• Tolls and parking are not included in any Managed Services plan or Project and are invoiced to Client at the amount paid.

2. Out-of-Area Travel

• Air travel: flights under eight (8) hours are booked in coach; flights over eight (8) hours in one direction may be booked in business class. FLTECHS books as early as practical to obtain lower fares.
• Rail travel is booked in coach unless the trip is more than four (4) hours one way. Rental cars are intermediate class or lower unless more than three (3) individuals travel together.
• Lodging: Client may help identify preferred hotels near its offices and arrange preferred rates for FLTECHS Personnel.
• Meals are reimbursed at actual cost up to $50 per person per day, plus reasonable tips, in North America ($100 per day in New York City, San Francisco, Boston, Los Angeles, Miami, Washington, D.C. and Toronto), and up to the equivalent of $125 USD per day outside North America.
• All expenses are actual, documented and reasonable, and are invoiced as One-Time Charges.

Contact Us

Questions about this Agreement? Contact FLTECHS (Florida Tech Services) at info@fltechs.com or (239) 986-8647, Monday to Friday, 9 AM to 5 PM ET, in English or Spanish.