Terms & Conditions

1. Rates
Services under this Agreement shall be provided to client at the above rate for 12 months, including on-site support (as needed) at no charge during the normal business hours Monday through Friday from 8:00 a.m. to 6:00 pm per month. After hours, 2-hour notice, base rates of $78 per hour for work done outside the normal business hours Monday through Friday from 8:00 a.m. to 6:00 p.m., After hours services are based on one-hour minimum charge for services with 15-minute increments after the initial first hour. These rates are for labor only and do not include parts and/or materials that may be required.

2. Terms, Payment & Collection Costs
ITX Solutions will invoice client upon completition of any additional hours, Rapid Response, Help Desk or As Needed hours. Payment terms for any additional hours will be Net 10. Any payment not made within thirty days of the invoice date shall be subject to a late charge of one percent (1.5%) per month or the maximum rate allowed by law from the date of invoice, until paid.

3. Authorization
Client acknowledges that the person signing this Agreement on its behalf is authorized to do so and may bind to all the terms and conditions contained herein and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorized agent or employee of the organization.

4. Notice
All notices, requests and communications under this Agreement shall be in writing. Notice shall be deemed to have been given on the date of service if personally served or served by facsimile on the party to whom notice is to be given. If notice is mailed, it shall be deemed to be given within seventy-two (72) hours after mailing, if mailed to the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, and addressed to the party at the address set out below, or any other address that any party may designate by written notice from time to time.
ITX Solutions 121 S Orange Ave, Suite 1500, Orlando, FL 32801.

5. Alterations to Services or Equipment
If client alters any Services or Equipment conducted by ITX Solutions without the express written consent of ITX Solutions, client does so at its own risk and expense. ITX Solutions shall not be liable or responsible for problems created because of Client alteration of Services, Equipment and/or network system. If Client wishes ITX Solutions to correct or fix its alterations or problems relating thereto, such Services by ITX Solutions will be considered a new project and Client agrees that the same terms and conditions set out in this Agreement shall apply.

6. Reimbursement for Supplies
On occasion, ITX Solutions may need to purchase spare parts, other equipment, supplies, accessories or software; in that case, Client shall be responsible to and agrees to reimburse ITX Solutions for all such costs or expenses incurred. No purchases will be made without prior approval.

7. Customer Warranty, Software Licensing
Client warrants that all software it provides to ITX Solutions for installation, configuration or use in any way, has been legally obtained and is properly licensed. Client further warrants that it has legally purchased enough copies of such software and that it has not violated any licensing laws. ITX Solutions has no knowledge regarding licensing of software provided to it by Client and indemnifies ITX Solutions for any installation, configuration, or use of such software. Client understands and acknowledges that that it shall be solely responsible and liable for all licensing and purchasing of software.

8. Limitation of Liability
ITX Solutions shall not be liable to Client for direct damages greater than the amount or price payable hereunder for its Services. Further, ITX Solutions shall not be liable to Client for any special, indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortuous conduct (including negligence) or any other legal theory.

9. Relationship
ITX Solutions provides services to Client hereunder as an independent contractor, and this Agreement shall not be construed as a partnership or joint venture.

10. Non-Solicitation of Employees
Client acknowledges that ITX Solutions has a substantial investment in its employees that provide services to Client under this Agreement and that such employees are subject to ITX Solutions control and supervision. In consideration of this investment, Client agrees not to solicit, hire, employ, retain, or contract with any employee of the other, without first receiving ITX Solutions’ written consent. If any employee terminates his or her employment with ITX Solutions (regardless of the reason for termination) and is employed by Client (or any affiliate or subsidiary) in any capacity either during or within a 6-month period, Client shall immediately pay ITX Solutions an amount equal to 50% of the then current yearly salary or wage paid by ITX Solutions to such employee.

11. Severability
Any provision of this Agreement, which is invalid, illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting in any way the remaining provisions hereof or, to the extent permitted by law, rendering that or any other provision invalid, illegal or unenforceable.

12. Entire Agreement
This Agreement contains the entire agreement between the parties regarding the subject matter herein, and supersedes any prior agreements or representations, whether oral or written. No agreement, representation or understanding not specifically contained herein shall be binding, unless in writing and signed by ITX Solutions and Client agreed upon adjustments.

13. Attorney’s Fees & Costs
In any action involving the enforcement or interpretation of this Agreement, the prevailing party, whether Client or ITX Solutions, shall be entitled to its reasonable attorneys' fees and costs, including such fees and costs incurred in connection with any appeals, in addition to such other relief as may be provided by law.

14. Arbitration & Governing Law
Any controversies arising out of or relating to this Agreement, or the interpretation, performance or breach thereof shall be settled by binding arbitration in Florida Judgment upon any award rendered by the arbitrator(s) may be entered and enforced in any court having jurisdiction. Florida law shall govern the construction, validity, and interpretation of this Agreement and the performance of its obligations.

15. Refunds

ITX Solutions shall provide a refund for services not rendered or completed as per the terms of this Agreement, provided that ITX Solutions is solely at fault for the non-performance. Refund requests must be submitted in writing within 30 days of the invoice date. Any approved refunds will be processed within 30 days of the refund request approval. The amount refunded will be prorated based on the services delivered up to the date of the refund request.

Refunds will not be issued under the following conditions:

The service was altered or interfered with by the client without the express written consent of ITX Solutions.
The failure to complete the service is due to circumstances beyond the control of ITX Solutions, including but not limited to, acts of God, natural disasters, or other force majeure events.
The client fails to provide necessary access, information, or cooperation required for ITX Solutions to perform the service.
The client requests additional work or changes that fall outside the scope of the original Agreement.

Any disputes regarding the eligibility for a refund shall be resolved in accordance with the Arbitration & Governing Law clause of this Agreement.