Legal
DOC TECHNOLOGIES
MANAGED SERVICES TERMS & CONDITIONS
Effective Date: 5/21/2025
These Managed Services Terms & Conditions (“Agreement”) govern all managed services provided by Doc Technologies (“Provider,” “We,” “Us,” or “Our”) to the Customer (“Client,” “You,” or “Your”).
By engaging Doc Technologies for services, Client agrees to be bound by these Terms & Conditions, the applicable Statement of Work (SOW), Service Level Agreement (SLA), and all referenced Appendices.
1. SERVICES
Doc Technologies shall provide Managed IT Services, Cybersecurity Services, Cloud Services, Website Services, Marketing Services, Consulting Services, and related technology services as described in the applicable Statement of Work.
Services not specifically included in the Statement of Work or Appendix C are considered Out-of-Scope Services and may be billed separately.
2. TERM
Unless otherwise specified in writing, all Managed Services Agreements shall have an initial term of twelve (12) months and shall automatically renew for successive one-year terms.
Either party may provide thirty (30) days written notice prior to renewal. Either party may cancel service with at least 30 days of written notice.
3. FEES AND PAYMENT
Client agrees to pay all fees specified in the applicable Statement of Work.
Invoices are due Net 30 unless otherwise specified.
Past due balances may incur interest at 1.5% per month or the maximum amount permitted by law.
Doc Technologies reserves the right to suspend services for accounts more than thirty (30) days past due.
4. RESPONSE TIME GUARANTEE
Doc Technologies agrees to respond to Service Requests within the maximum response times listed in Appendix A.
Response Time refers to the time between receipt of a Service Request and the first meaningful response by a qualified technician.
Response Times are not guarantees of issue resolution.
If Doc Technologies fails to meet the applicable Response Time Guarantee, Client may submit a written request for service credit within seven (7) days of the incident.
Approved credits shall equal five percent (5%) of the monthly recurring service fee per qualifying incident, up to a maximum of twenty-five percent (25%) of the monthly recurring service fee.
Service credits shall be the Client’s sole remedy for Response Time Guarantee failures.
Response Time Guarantees do not apply to requests submitted outside normal business hours unless otherwise stated in writing.
5. SERVICE REQUEST PRIORITIES
Service Requests shall be classified according to the priority definitions contained in Appendix A.
Doc Technologies reserves the right to determine the final priority classification of all Service Requests.
Emergency Upgrades may be requested to elevate the priority of a Service Request and may incur additional fees.
6. MINIMUM TECHNOLOGY STANDARDS
To maintain service quality, all covered systems must meet Doc Technologies’ Minimum Standards.
Minimum Standards may include:
• Supported operating systems
• Supported server platforms
• Current vendor support
• Valid software licensing
• Endpoint protection
• Multi-Factor Authentication (MFA)
• Active monitoring agents
• Current warranty coverage where applicable
Systems that do not meet Minimum Standards may be excluded from coverage and may incur additional charges.
7. CLIENT RESPONSIBILITIES
Client agrees to:
• Maintain accurate contact information
• Provide timely access to systems and facilities
• Cooperate with troubleshooting efforts
• Maintain valid software licensing
• Follow security recommendations
• Notify Provider promptly of security incidents
Failure to meet these obligations may impact service delivery and response commitments.
8. APPROVED SOFTWARE
Doc Technologies may maintain a list of Approved Business Software.
Support requests involving software outside the approved software list may be considered Out-of-Scope Services and may be billed separately.
Doc Technologies may modify the Approved Software list periodically.
9. ACCESS REQUIREMENTS
Client agrees to provide Doc Technologies with reasonable access to:
• Computers
• Servers
• Network equipment
• Cloud services
• Facilities
• Authorized personnel
Additional labor caused by restricted access may be billable.
10. THIRD-PARTY VENDORS
Client authorizes Doc Technologies to communicate and coordinate with third-party vendors as reasonably necessary.
These vendors may include, but are not limited to:
• Microsoft
• Google
• Internet Service Providers
• Telephony Providers
• Domain Registrars
• Hosting Providers
• Security Vendors
Client is responsible for maintaining authorization allowing Doc Technologies to act on its behalf.
11. CYBERSECURITY ACKNOWLEDGEMENT
Client acknowledges that no cybersecurity solution can guarantee protection against all threats.
Doc Technologies shall implement commercially reasonable security measures but does not warrant prevention of:
• Ransomware
• Data breaches
• Business Email Compromise
• Insider threats
• Zero-day vulnerabilities
• Social engineering attacks
12. BACKUP DISCLAIMER
Unless expressly included in a Statement of Work, backup and disaster recovery services are not included.
Where backup services are provided:
• Successful backups do not guarantee successful recovery.
• Client remains responsible for verifying recoverability of critical data.
• Periodic testing is recommended.
13. WEBSITE AND MARKETING SERVICES
Client retains ownership of all branding, content, logos, and intellectual property supplied by Client.
Doc Technologies retains ownership of proprietary templates, workflows, automation systems, processes, and methodologies used in delivering services.
14. AI-ASSISTED SERVICES
Doc Technologies may utilize artificial intelligence tools to assist with:
• Content creation
• Marketing
• Documentation
• Automation
• Service delivery
Client remains responsible for final review and approval of all business content.
15. LIMITATION OF LIABILITY
Provider’s total liability under this Agreement shall not exceed the fees paid by Client during the twelve (12) months preceding the claim.
Provider shall not be liable for:
• Lost profits
• Lost revenue
• Loss of data
• Business interruption
• Consequential damages
• Special damages
• Indirect damages
• Punitive damages
16. CONFIDENTIALITY
Both parties shall protect confidential information received during the relationship.
Confidentiality obligations survive termination for five (5) years.
17. TERMINATION
Either party may terminate for material breach upon thirty (30) days written notice and failure to cure.
Either party may terminate without cause upon thirty (30) days written notice unless otherwise specified in the applicable Statement of Work.
18. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Indiana.
Venue shall be Marion County, Indiana.
APPENDIX A
SERVICE PRIORITIES & RESPONSE TIMES
Critical Priority
Business-wide outage or security event affecting all users.
Response Time:
Within 1 Hour
High Priority
Major business function unavailable affecting multiple users.
Response Time:
Within 2 Hours
Medium Priority
Single user unable to perform a primary business function.
Response Time:
Within 4 Business Hours
Low Priority
General assistance, informational requests, minor issues.
Response Time:
Within 2 Business Days
APPENDIX B
RESPONSE TIME EXCLUSIONS
Response Time Guarantees do not apply to:
• Vendor outages
• Internet outages
• Force majeure events
• Client-caused delays
• Projects
• Hardware procurement
• Software development
• Onsite visits requiring scheduling
• Requests outside business hours
• Requests awaiting Client information
APPENDIX C
COVERED SERVICES
Included Services may include:
•
Remote Help Desk Support
•
Endpoint Monitoring
•
Patch Management
•
Antivirus/EDR Management
•
Microsoft 365/Google Workspace Administration
•
User Administration
•
Network Monitoring
•
Backup of SaaS (Teams, Sharepoint, OneDrive, Exchange,
Drive, Mail, Calendar, Contacts) withMonitoring
•
Endpoint backup
•
Email filtering and security
•
Darkweb monitoring
•
Security Monitoring
•
Vendor Coordination
•
Quarterly Business Reviews
•
Strategic Technology Planning
Services not listed above are excluded unless otherwise
stated in a Statement of Work.
APPENDIX D
APPROVED BUSINESS SOFTWARE
Examples include:
• Microsoft 365
• Microsoft Office
• Adobe Acrobat
• Google Workspace
• QuickBooks
• Supported Line-of-Business Applications
• Approved Security Applications
Doc Technologies reserves the right to update this list periodically.
APPENDIX E
DEFINITIONS
Business Hours
Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding recognized holidays.
Response Time
The time between receipt of a properly submitted Service Request and the first meaningful response from a qualified technician.
Service Request
Any support request submitted through approved support channels.
Emergency Upgrade
A Client-requested escalation of priority subject to additional fees.
APPENDIX F
THIRD-PARTY AUTHORIZATION
Client authorizes Doc Technologies to communicate and act on Client’s behalf with authorized third-party providers for the purpose of delivering contracted services.
Such authorization includes service providers, telecommunications vendors, cloud providers, hosting companies, domain registrars, software vendors, and other technology suppliers as reasonably necessary.