Terms & Conditions

CIRACOM INCORPORATED
Order Form Terms and Conditions

1. Customer Obligations
   1. BY SIGNING THE ORDER FORM, THE CUSTOMER AGREES TO ENTER A LEGALLY BINDING CONTRACT WITH CIRACOM TO PROVIDE THE SERVICES STATED ON THE ORDER FORM AND ACKNOWLEDGES AND AGREES THEY HAVE READ THESE TERMS AND CONDITIONS AND THE CIRACOM MASTER SERVICES AGREEMENT at https://www.ciracomcloud.com/master_services_agreement.html.
2. Fees and Payments
   1. Fees and Payment Schedule for Statements of Work. Billing will start the month of signature and the first invoice will be sent immediately. Customer shall pay to Ciracom such fees identified on this Order Form and all applicable Statements of Work (SOWs) and any taxes. Except as otherwise specified herein or in this Order Form, (i) fees are based on the service or usage purchased of cloud services, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased, those as defined on this Order Form, cannot be decreased during the relevant Subscription Term. Customer will be responsible for any payments owed, but not paid by any of Customer Affiliates ordering Services hereunder. The addition of locations, IT assets, services, service hours, and covered days not set out in this Order Form will require billing as additional services or a SOW or result in an adjustment to the Customer’s monthly charges. For example, Customers moving to a new location or adding additional users requiring additional routers and networks are SOWs. All services requested by Customers that are not included in the coverages set out in this Order Form are billed as “Additional Services” or a “SOW” and will be quoted and billed as Separate Charges at Ciracom’s current hourly rate plus expenses. Expenses may include but are not limited to travel, parking, and tolls.
   2. Fees and Payments for Managed IT Services. Fees for Managed IT Services can fluctuate based on changes to the Customer’s staff, contractor, or resource needs unless specified on this Order Form.
   3. Fees and Payments for SaaS and Cloud. Fees for SaaS and Cloud services cannot be decreased during the term unless specified on this Order Form.
   4. Ciracom will issue invoices to Customer monthly for amounts due under this Order Form. Customer agrees to pay for its use of the Services as set forth on this Order Form.
   5. All charges and fees will be billed to the designated form of payment during the setup and registration process. Monthly recurring charges and fees for Products and Services must be paid by credit card; all other charges and fees for Products and Services may be paid by credit card, wire or ACH.
   6. Customer must cancel or modify Microsoft licenses purchased on the Marketplace within five (5) calendar days from the purchase date or Customer will be charged for the annual rate of the license.
   7. PCs, servers, and network equipment including routers, switches, backup devices and media must be up to date and if not, be replaced by the Customer. Replacement installation costs are billed outside the monthly service amount at Ciracom’s current hourly rate. Servers must be covered by an active hardware warranty. Ciracom will coordinate warranty diagnostics, repairs and return to service.
   8. If applicable to the customers infrastructure, manufacturer warranty and support agreements will be automatically renewed by charging the credit card on file.
   9. At the end of the initial term, this Agreement shall automatically renew for the subsequent twelve (12) months so long as there are active Orders or SOWs referencing this Agreement and notice of termination has not been provided by either Party at least thirty (30) days prior to the end of the initial term or any renewal term.
3. Minimum Standards Required for Services. For Customer’s existing environment to qualify for Ciracom’s Services, the following requirements must be met:
   1. All Servers with Microsoft Windows Operating Systems must be running Microsoft supported operating systems and have all the latest Microsoft Service Packs and Critical Updates installed.
   2. All Apple equipment must be running an Apple supported MAC OS and have all updates installed.
   3. All Servers, Desktops, Laptops, and Notebooks with Microsoft Windows or Apple operating systems must be running an operating system supported by Microsoft or Apple with support expected to continue 12 months or more with the latest service packs and critical updates installed. As Microsoft or Apple stops supporting an operating system, Customer must update their operating system or remove it from any access to the network. Customers will maintain service/support contracts for hardware such as routers, firewalls and switches and specialty software applications.
   4. All server and desktop software must be genuine, licensed, and vendor supported.
   5. Costs required to bring Customer’s environment up to the minimum standards outlined in this section are not included in this Order Form.
4. Hardware and Software. Any new IT equipment to be added to the contract scope (including remote systems such as laptops) must be reviewed and approved from Ciracom prior to admittance to the domain. Ciracom has no responsibility for damage caused to the user equipment or software by unauthorized modification, misuse, or mishandling of equipment or operation outside the environmental specifications of the equipment or software including third party products not installed or configured by Ciracom. If a Customer has software particular to its business which is installed on its network, the Customer is responsible to obtain installation, training and continuing technical support from the software provider. Ciracom technicians can assist with network support, but they are not experts in all software applications and rely on the software manufacturer to provide software support at Customer’s expense.


5. Network Administration. Ciracom will only assume full responsibility for the operational status of the Customer’s IT network if the network administrator username and password is only known by Ciracom’s engineers. This information is kept safely and securely by Ciracom and will not be disclosed to any employee of the Customer. By the Customer accepting this, any network related issues will fall within the terms of the Ciracom Master Services Agreement and as such will not incur additional costs. Should the Customer wish to have network administrator credentials, then Ciracom will create a separate, named account for the administration of the network. In the event of any issues arising as a direct result of changes to the network by non-Ciracom employees or its sub-contractors then any remedial services performed by Ciracom will fall outside of this Order Form and will be subject to additional charges at Ciracom’s current hourly rate.


6. Excluded Services. The Services to be rendered under this Order Form do not include:
   1. Parts, equipment, or software not covered by vendor/manufacturer warranty or support.
   2. The cost of any parts, equipment, or shipping charges of any kind.
   3. The cost of any software, licensing, or software renewal or upgrade fees of any kind.
   4. The cost of any third-party vendor or manufacturer support or Incident fees of any kind.
   5. The cost to bring Customer’s environment up to the Minimum Standards.
   6. Service and repair made necessary by the alteration or modification of equipment other than that authorized by Ciracom, including alterations, software installations or modifications of equipment made by Customer’s employees or anyone other than Ciracom.
   7. Maintenance of applications software packages, whether acquired from Ciracom or any other source.
   8. Programming (modification of software code) and program (software) maintenance.
   9. Data migration and data restoration of critical applications.
   10. Training services of any kind.
   11. Any issues caused because of fire, theft, or natural disaster.
   12. Any issues caused by user damage or misuse of IT equipment.
7. Liability
   1. 911 LIMITATION OF LIABILITY/INDEMNITY. CIRACOM SHALL HAVE NO LIABILITY TO CUSTOMER, OTHER USERS OF CUSTOMER ACCOUNT OR ANY THIRD PARTY, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION, ARISING OUT OF OR RELATED TO THE INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER OR TO ACCESS AN EMERGENCY SERVICE OPERATOR OR EMERGENCY SERVICES. CUSTOMER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CIRACOM FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, LIABILITY, DAMAGES, LOSSES, EXPENSES, AND/ OR COSTS (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS OF SUIT) BY OR ON BEHALF OF CUSTOMER OR ANY USER OR THIRD PARTY ARISING OUT OF OR RELATED TO THE FAILURE OF 911 TO FUNCTION PROPERLY OR AT ALL, CIRACOM’S PROVISION OF 911 SERVICES OR CIRACOM’S FAILURE TO PROVIDE ACCESS TO 911 SERVICES.