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Terms & Conditions

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These Terms & Conditions apply to all Managed IT Support, Project IT Support, Consulting/Budgeting, and or any engagement with any Client.  This agreement may be subject to change at any time.

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  1. “TrustPoint IT Solutions Inc..” refers to TrustPoint IT Solutions Inc.. Inc., a Wisconsin corporation, and its employees and partners.

  2. “Managed IT Support” refers to the support services outlined in this agreement.

  3. Incorporation of Standard Terms and Conditions.  TrustPoint, Inc. and Client have executed a Master Agreement with respect to the sale of Services and/or Systems and Equipment by Client from TrustPoint to Client (the “Master Agreement”).  Systems and Equipment sold by TrustPoint to Client are hereinafter collectively referred to as “Equipment”.  These Standard Terms and Conditions (these “Standard Terms”) are incorporated by reference into the Master Agreement and any Addenda, Riders, Quotes, Work Orders, or other documents described in the Master Agreement (“Ancillary Documents”) as though set forth therein in their entirety.  The Master Agreement, any Ancillary Documents, and these Standard Terms are hereinafter collectively referred to as the “Agreement”.  NO ADDIITONAL OR DIFFERENT TERMS OR CONDITIONS OTHER THAN AS SET FORTH IN THE AGEEMENT SHALL FORM PART OF THE AGREEMENT, OR OTHERWISE BE BINDING UPON TRUSTPOINT, UNLESS SET FORTH IN A WRITING DATED ON OR SUBSEQUENT TO THE DATE OF THE MASTER AGREEMENT AND SIGNED BY TRUSTPOINT.   Undefined, capitalized terms used in these Standard Terms have the meanings set forth in the Master Agreement.  This Agreement is the complete agreement between Client and TrustPoint and can be modified only by a written agreement signed by Client and TrustPoint. 

  4. Managed IT Services.  THIS SUBPARAGRAPH 2(d)APPLIES ONLY WHEN MANAGED IT SERVICES ARE SPECIFICALLY INCLUDED IN THE SERVICES TO BE PROVIDED UNDER THE AGREEMENT.  TrustPoint will provide Client with the managed IT Services specifically enumerated in the Agreement.  The provision of additional managed IT Services by TrustPoint for Client will be subject to additional charges at TrustPoint’s then current rates.  Client must maintain the following environmental conditions for the full term of the Managed IT Services: (a) All servers with Microsoft Windows operating systems mut be running a fully supported version of Windows Server, and have all of the latest Microsoft service packs and critical updates installed. (b) All desktop PC’s and notebooks/laptops with a Microsoft Windows operating system must be running a fully supported version of Windows, and have all of the latest Microsoft service packs and critical updates installed. (c) All server and desktop software must be genuine, licensed, and vendor-supported.  (d) The environment must have a currently licensed, up-to-date, vendor-supported server based antivirus solution protecting all servers, desktops, notebooks/laptops, and email. (e) The environment must have a currently licensed, vendor-supported server based backup solution that can be monitored, and send notifications on job failures and successes. (f) The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the internet. (g) All wireless data traffic in the environment must be securely encrypted. (h) There must be an outside static IP address assigned to a network device, allowing RDP or VPN access. Costs required to bring Client’s environment up to the above standards are not included in this Agreement   TrustPoint does not promise uninterrupted or error free service with respect to Services provided pursuant to this Subparagraph, and shall have no responsibility for circumstances beyond its control, including, without limitation, acts or omissions of others, or force majeure events.  Unless otherwise expressly provided in the Agreement, Client is solely responsible for backing up its own systems and data.  Notwithstanding the fact that TrustPoint may assist Client in implementing a system for backups and disaster recovery, Client is solely responsible for activating, managing, and verifying system and data backups and any other component of the disaster recovery system. TRUSTPOINT SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES, EQUIPMENT, OR SOFTWARE, OR THE USE THEREOF, WILL BE AVAILABLE, SECURE FROM VIRUSES, RANSOMWARE ATTACKS OR OTHER SECURITY BREACHES, OR FREE OF DEFECTS, ERRORS OR MALICIOUS CODE, OR WILL BE UNINTERRUPTED. TRUSTPOINT DOES NOT GUARANTY THAT ANY SERVICES, EQUIPMENT, OR SOFTWARE PROVIDED, OR THE USE THEREOF, OR ANY CLIENT DATA DISSEMINATED OR OTHERWISE USED IN CONNECTION THEREWITH, WILL BE SECURE.  TrustPoint shall have the right to subcontract any Service under this Paragraph in whole or in part.

  5. Limited Warranty.  EXCEPT AS PROVIDED IN THE PREVIOUS SENTENCE, TRUSTPOINT MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS, AND SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, REGARDING THE EQUIPMENT AND/OR THE SERVICES, THEIR MERCHANTABILITY, AND/OR FITNESS FOR ANY PARTICULAR PURPOSE.  Client acknowledges that any affirmation of fact or promise made by TrustPoint shall not be deemed to create an express warranty unless included in this Agreement in writing, that Client is not relying on TrustPoint’s skill or judgment in selecting or furnishing a system suitable for any particular purpose, and that there are no warranties which extend beyond those specified in this Agreement.

  6. Managed IT Support: Term Renewal

    • ​Prior the anniversary date of the agreement, TrustPoint IT Solutions Inc.. will provide Client with a renewal agreement.  If the client does not renew the agreement by the anniversary date, the agreement will automatically convert into a month to month agreement and receive a 20% price increase until an annual or multi year agreement is renewed by the Client.

  7. Limitation of Liability

    • Managed IT Support Maximum Liability. TRUSTPOINT IT SOLUTIONS INC..’S MAXIMUM AGGREGATE LIABILITY TO CLIENT FOR PROVISION OF THE SERVICES, OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CLIENT TO TRUSTPOINT IT SOLUTIONS INC.. FOR THE SERVICES FOR THE ONE (1) MONTH PERIOD PRIOR TO WHEN THE CAUSE OF ACTION AROSE.

    • Project Services Maximum Liability.  TRUSTPOINT IT SOLUTIONS INC.’S MAXIMUM AGGREGATE LIABILITY TO CLIENT FOR PROVISION OF THE SERVICES, OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CLIENT TO TRUSTPOINT IT SOLUTIONS INC.. FOR THE LABOR SERVICES RELATED TO THE SPECIFIC ISSUE RELATED TO THE PROJECT.  TRUSTPOINT IT SOLUTIONS INC. PROVIDES NO LIABILITY BEYOND THIS.Z

  8. Indemnity.  Client shall indemnify, defend, and hold harmless TrustPoint, and its owners, employees, agents, subcontractors, and suppliers, from and against: (a) any and all third-party claims, damages, liabilities, and losses (including attorneys’ fees and all other costs and liabilities incurred in connection with any action or proceeding brought with respect thereto) arising from or relating to this Agreement, the Equipment, or the Services, including, without limitation, the condition, nonfunction, malfunction, faulty design, faulty installation, or failure in any respect of the Equipment or the Services to operate or perform as intended, regardless of whether arising out of the negligent act or omission of TrustPoint, and/or its owners, employees, agents, subcontractors, and suppliers; (b) all damages to the equipment arising by customer’s misuse of the equipment or by any reason other than ordinary wear and tear of the equipment or defects in the equipment or the services.  Client’s obligations under this Paragraph shall survive expiration or earlier termination of this Agreement; and (c) all damages and losses (including reasonable attorneys’ fees) incurred by TrustPoint as a result of Client’s breach of this Agreement.   

  9. Waiver of Consequential Damages.  NOTWITHSTANDING ANY CONTRARY PROVISION IN THIS AGREEMENT, TRUSTPOINT SHALL IN NO EVENT BE LIABLE TO CLIENT OR ANY PERSON OR ENTITY FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECULATIVE, SPECIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, PROFITS, USE, DATA, CYBER BREACH, OR OTHER ECONOMIC ADVANTAGE, EVEN IF TRUSTPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  10. Managed IT Support Term and Termination.

    • Term & Termination. Subject to the terms and conditions hereof, this Agreement shall remain in effect until terminated by either party. 

    • Termination. Within the initial 90-day onboarding period, either party may terminate this Agreement, with or without cause, upon thirty (30) days’ notice to the other party. 

    • After the initial 90-day onboarding period, support may be terminated by the Client, but this termination may include termination fees that will be determined by TrustPoint IT Solutions Inc.. at the time of termination based on the time remaining in the agreement.

    • Effect of Termination. Upon the effective date of termination of this Agreement: 

    • TrustPoint IT Solutions Inc.. may immediately cease providing Services; 

    • Client shall immediately pay TrustPoint IT Solutions Inc.. for any Services provided prior to the effective date of termination; 

    • Client shall immediately pay TrustPoint IT Solutions Inc.. for any termination fees agreed to by Client.

    • All Confidential Information shall be returned to the Disclosing Party and neither party shall make or retain any copies of any returned Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.

    • All tools and materials owned by TrustPoint IT Solutions Inc.. and located at Client’s facilities shall be returned to TrustPoint IT Solutions Inc.

  11. Attorneys’ Fees.  In addition to all other Charges and sums payable by Client under this Agreement, Client shall pay to TrustPoint all reasonable costs, fees, and expenses incurred by TrustPoint in connection with the enforcement of this Agreement, including, without limitation, collection expenses, court costs, and reasonable attorneys’ fees.

  12. Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall collectively constitute one and the same agreement.  Signatures delivered via facsimile, email, or other digital or electronic media shall be considered original signatures. 

  13. Governing Law.  This Agreement shall be governed and construed in accordance with the internal laws of the State of Wisconsin.  Client consents to the jurisdiction of the courts of the State of Wisconsin situated Racine County and the United States District Court for the Eastern District of Wisconsin as the exclusive jurisdiction for the purpose of any suit, action or other proceeding arising in connection with this Agreement.

  14. Clauses Severable.  Any provision in this Agreement deemed invalid or unenforceable by any court of competent jurisdiction shall not invalidate or make unenforceable the remaining provisions of this Agreement.  Each such invalid or unenforceable provision shall be severed from this Agreement and treated in all respects as if it never constituted a part of this Agreement.

  15. Assignment.  Client may not assign its rights under this Agreement without the prior written consent of TrustPoint, which may be withheld in TrustPoint’s sole discretion, and any assignment of Client’s rights under this Agreement to which TrustPoint does not provide its prior written consent shall be null and void.  TrustPoint may assign its rights under this Agreement at any time and without notice to Client.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, and their respective successors, heirs, personal representatives, and permitted assigns.

  16. Waiver of Jury Trial.  TO THE EXTENT PERMITTED BY LAW, CLIENT WAIVES CLIENT’S RIGHTS TO A TRIAL BY JURY IN ANY ACTION BROUGHT WITH RESPECT TO THIS AGREEMENT.

  17. Authority.  Each individual executing this Agreement individually or on behalf of a party certifies that he or she is authorized to do so.  Each party to this Agreement has the authority and power to enter into this Agreement and to consummate the transactions provided for in this Agreement.

  18. Limitation of Action by Client.  Any legal cause of action by Client against TrustPoint under or in connection with this Agreement must be commenced within one (1) year after the accrual of such cause of action or be barred forever.

  19. Relationship of Parties.  TrustPoint is an independent contractor, and not an agent or employee of Client.​

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