These Managed Services Terms & Conditions (“T&C”) govern all services provided by AvanteTec Corporation (“AvanteTec,” “we,” or “Provider”) to the customer entity (“Client”) under any Master Services Agreement (“MSA”), Statement of Work (“SOW”), order, or service addendum (collectively, “Agreements”). These T&C are incorporated by reference into each Agreement. In case of conflict, an SOW governs its specific scope, then the MSA, then these T&C.
Advance Billing & Auto-Pay. Monthly services are billed in advance and due via automatic payment on the last day of the preceding month. Client authorizes recurring charges to the payment method on file and may revoke authorization via the Client Portal or by email; revocation may take one (1) billing cycle to process.
Manual Payment Surcharge. If Client elects manual payment, a $19/month administrative fee applies.
Late Fees. A five (5) day grace period applies; thereafter, past-due balances incur a 1.5% monthly (18% annually) service charge or the maximum allowed by law.
Disputes. Billing disputes must be submitted in writing within sixty (60) days of invoice date. Undisputed amounts remain due.
Taxes. Fees are exclusive of applicable taxes, which Client is responsible to pay.
Auto-Renewal Disclosures; Renewal Reminders; Easy Cancellation (California). Managed services are offered on an auto‑renewing basis. At sign‑up and before charges, AvanteTec provides clear disclosures of renewal terms and cancellation and obtains affirmative consent. For terms of twelve (12) months or more, AvanteTec will send a renewal reminder between 7 and 30 days before renewal that includes a simple online cancellation mechanism. Clients who enrolled online can cancel online via the Client Portal or by replying to the renewal notice email; phone cancellations are not required.
Early Termination Fee (ETF). If Client terminates an Agreement, SOW, or Service Addendum before the end of its current term, Client remains responsible for the full remaining contract balance (remaining months × applicable monthly service fee[s]). The ETF is a reasonable pre‑estimate of damages and not a penalty. AvanteTec may, at its sole discretion, waive or reduce the ETF (including in connection with transition to a new AvanteTec agreement). ETF invoices are due within fifteen (15) days.
Client‑managed licenses and third‑party services (e.g., email, productivity suites, domain/DNS, ISPs) are outside AvanteTec’s billing and control unless expressly stated in an SOW. Client is responsible for third‑party terms and fees. AvanteTec may engage subcontractors and subprocessors to perform the Services. AvanteTec remains responsible for their performance and will bind them to confidentiality, data‑protection, and sanctions‑compliance obligations at least as protective as those herein. AvanteTec makes no warranties regarding third‑party platforms and is not responsible for vendor defects, outages, or policy changes.
Compliance Support. AvanteTec implements technical controls designed to align with regulatory frameworks (e.g., CMMC, NIST, HIPAA). Client acknowledges that certification is a determination made by independent third-party auditors based on a holistic review of administrative, physical, and technical factors. While AvanteTec utilizes commercially reasonable efforts to position Client for successful assessment, final certification remains subject to the discretion of the examining authority.
Confidentiality. Each Party will protect the other’s confidential information; Client retains ownership of Client data.
Privacy & Handling. AvanteTec will use Client data solely to deliver services and will apply commercially reasonable safeguards.
Security Incidents and Breach Notifications. Each Party will notify the other without unreasonable delay after confirming a security incident affecting covered systems that is reasonably likely to impact the other Party’s data or services. If a breach of personal information of California residents occurs in AvanteTec’s custody or control, AvanteTec will provide breach notifications containing the elements required by applicable law, in coordination with Client. Unless otherwise stated in an SOW, Client is the issuer of consumer notices, with AvanteTec providing reasonable assistance.
Ransomware Response; Sanctions Compliance. AvanteTec will not facilitate or make any ransomware/extortion payment unless (i) Client provides written direction after consultation with counsel/insurance, and (ii) AvanteTec completes sanctions screening and determines that payment would not violate U.S. sanctions. Client acknowledges that payments to sanctioned persons are prohibited and may result in penalties.
Backups and Recovery Objectives. For systems explicitly covered by an AvanteTec Backup & Disaster Recovery (BDR) SOW, AvanteTec is responsible for verification and integrity testing as defined in that SOW. For all other systems (including self-managed equipment, personal devices, and non-covered SaaS), Client remains responsible for verifying successful backups. Unless explicitly covered by an SOW: (i) AvanteTec is not a system of record; and (ii) data restores, legal holds, and eDiscovery support are time‑and‑materials.
To the maximum extent permitted by law, AvanteTec shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages (including lost profits, revenue, data, or business interruption). AvanteTec’s total aggregate liability for all claims is limited to the fees paid by Client in the twelve (12) months preceding the event giving rise to liability.
Each Party will defend and indemnify the other against third‑party claims to the extent arising from the indemnifying Party’s gross negligence, willful misconduct, or infringement of intellectual property rights in materials it provides, subject to the limitations in Section 9.
AvanteTec IP. AvanteTec retains all right, title, and interest in and to its pre‑existing and independently developed materials, including without limitation methodologies, playbooks, scripts, runbooks, policies, templates, configurations, software, tools, connectors, and know‑how (“AvanteTec IP”).
Work Product License. Subject to Client’s payment obligations, AvanteTec grants Client a non‑exclusive, non‑transferable, non‑sublicensable license to use Deliverables created under an SOW for Client’s internal business purposes. AvanteTec may reuse generalized know‑how and non‑Client specific components.
Client Materials. Client retains ownership of Client data, trademarks, and proprietary materials provided to AvanteTec.
Feedback. Client grants AvanteTec a royalty‑free, worldwide, irrevocable license to use suggestions or feedback to improve the Services, without identifying Client.
Mutual NDA. The Parties will not disclose the other’s Confidential Information except to personnel and subprocessors with a need to know under obligations of confidentiality at least as protective as these T&C.
AvanteTec may suspend or terminate services for threats, harassment, or abusive conduct directed toward its personnel. All outstanding fees, including any applicable ETF, become immediately due upon termination for cause.
Neither Party is liable for delays or failures caused by events beyond reasonable control (including natural disasters, war, labor disputes, utility failures, or wide‑scale cyber incidents), provided the affected Party uses reasonable efforts to mitigate impact.
The most current version of these T&C is published in the AvanteTec Client Portal at: https://helpdesk.avantetec.com. AvanteTec may update these T&C by posting the revised version in the Client Portal and notifying Client via email. Continued use of services following notice constitutes acceptance of the updated terms.
Formal notices under an Agreement may be sent by email to the addresses specified in the applicable MSA or SOW and are deemed given upon transmission, or upon posting in the Client Portal for policy updates. The Parties agree that electronic signatures and records are valid and enforceable and consent to receive notices electronically in a form capable of being retained and accurately reproduced.
These T&C and any related Agreements are governed by the laws of the State of California, without regard to its conflict of law principles.
Binding Arbitration. Any dispute arising out of or relating to the Agreement shall be resolved by binding, individual arbitration administered by AAA (Commercial Rules) or JAMS (Comprehensive Rules), before one arbitrator in San Diego County, California. The Federal Arbitration Act governs enforceability and interpretation; the California Arbitration Act (Cal. Code Civ. Proc. §1280 et seq.) governs procedures where the FAA does not preempt. Either Party may bring an individual claim in small claims court. Injunctive relief for confidentiality/IP or non‑payment may be sought in court.
Individual Basis Only; Class Waiver. The Parties waive any right to participate in class, collective, or representative actions; arbitration and any court proceedings shall proceed solely on an individual basis.
Filing Period. A request for arbitration must be filed within two (2) years after the date the claiming Party knew or reasonably should have known of the facts giving rise to the claim.
Costs & Fees. Each Party bears its own attorneys’ fees and costs unless otherwise awarded by the arbitrator; Provider will pay filing or administrative fees as required by applicable law for business‑to‑business arbitration.
Severability. If any portion of this clause is found unenforceable, the remainder will be enforced to the fullest extent permitted by law.
Non‑Solicitation. During the term of any Agreement and for twelve (12) months thereafter, Client will not, directly or indirectly, solicit for employment or hire any AvanteTec employee or contractor who was materially involved in providing the Services, without AvanteTec’s prior written consent. This does not restrict general solicitations not specifically targeted at AvanteTec personnel.
Liquidated Damages. If Client breaches this Section, Client shall pay as liquidated damages (not a penalty) an amount equal to the greater of (i) 30% of the employee’s or contractor’s first year total compensation with Client, or (ii) $25,000.
Non‑Circumvention. Client will not circumvent AvanteTec to procure materially similar services directly from AvanteTec’s subcontractors or vendors identified through the Services during the term and for twelve (12) months thereafter.
Sections 5 (amounts owed), 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, and 18, and any provisions which by their nature should survive, shall survive termination or expiration of the Agreement.
Entire Agreement. These T&C, together with the MSA and any SOWs, constitute the entire agreement regarding their subject matter.
Amendments. Changes must be in writing and signed, except that policy updates may be posted in the Client Portal per Section 14.
Severability; Waiver. If any provision is invalid, the remainder remains in effect. Failure to enforce a term is not a waiver.
Assignment. Neither Party may assign without consent, except to an affiliate or successor in interest to substantially all assets or equity.