Terms of Service

Hales Technology Inc. will provide services subject to the following terms and conditions:

Engaging in business with us and/or paying any bill constitutes a contract and your acceptance of these terms and our rate for said services. All hours are billed as follows: Onsite work is a two-hour minimum and starts from the time we depart to the specified location to the time we leave the specified location. All other time is accumulated in 15-minute increments and is rounded up to the nearest 15 minutes. Air travel longer than one (1) hour requires business class or above travel accommodations and hotel stay. Invoices will be sent on the 1st and 15th of every month and is due within 10 days of the invoice date. All payments will be applied to the oldest outstanding invoice. Invoices must be contested within 30 days of receipt. If you fail to pay on or before the invoice due date any and all discounts will be voided and a late fee up to the maximum allowed by law shall be applied each month thereafter. All litigation will be held exclusively in the Los Angeles Superior Court system.

  1. GENERAL SCOPE: This Agreement covers the administration and labor associated with normal maintenance of your computer and networking systems including major and minor overhauls, equipment, parts and supplies. We are not liable for damage(s) or loss caused by third parties, operator error, use of unapproved equipment or software, infection of malware or ransomware, unforeseen disasters, acts of God or general misuse. Hales Technology Inc will determine at the time of service if any damage(s) are caused by either condition previously stated. Any work that requires specialized contractors or support will be billed directly by the contractor or by Hales Technology Inc. in conjunction with our normal billing. Payment for any items or services not covered under the scope of this Agreement is subject to Hales Technology Inc standard payment term of net 10. If payment for such items or services is not made in accordance with Hales Technology Inc payment terms, late fees will be applied, discounts will be voided, services may be suspended, and/or this agreement may be terminated with cause at Hales Technology Inc. discretion. If you wish to terminate this agreement you must do so in writing by certified mail. You may also terminate this agreement via email to retention@halestech.com. This agreement will remain in full force and effect for 30 days after confirmed receipt of your request for termination.

  2. EQUIPMENT RELOCATION: Customer agrees to pay for any expenses or labor relating to the un-installation and re-installation of systems by Hales Technology Inc. Examples are moving vans, insurance, gas and other moving expenses. Customer will hold harmless if items are damaged in transport.

  3. SERVICE CALLS: Service calls can be made during Hales Technology Inc normal business hours of Mon-Fri. from 8:00 am to 5:00 pm. Service Calls outside of normal business hours or on weekends or holidays are billed at double the rate and/or a negotiated rate prior to commencing the work. Customer agrees to validate parking and/or reimburse parking fees at its location for any service call Hales Technology Inc performs.

  4. SUPPLIES: IT related supplies such as toner, mouse pads and cables will be procured by the Customer or by Hales Technology Inc on the condition of immediate reimbursement or will be charged to the customer as equipment sold at actual cost with a +20% margin. Title to all supplies furnished by Hales Technology Inc will remain with Hales Technology Inc until said supplies are reimbursed or paid for. In the event of Customer default or cancellation of this Agreement, all such supplies shall be immediately returned or paid for. Additionally, Hales Technology Inc reserves the right to charge a prorated amount for any unused consumables pursuant to Hales Technology Inc’s standard formula for such proration.

  5. TERMS OF SERVICE AND CANCELLATION: Hales Technology Inc reserves the right raise or lower the rate for its services at any time without notice. The agreement shall remain in full force and effect regardless of rate change and is effective until cancelled. Cancellation must be in writing and made 30 days prior to the requested cancellation date. Hales Technology Inc may cancel this Agreement at any time without notice. Should this Agreement be canceled by Customer, no refund whatsoever will be due to Customer. Upon termination or cancellation of this Agreement, all Equipment, if owned by Hales Technology Inc, shall be immediately returned. Equipment not immediately returned will result in charges and fees until Hales Technology Inc regains physical possession of its Equipment.

  6. OUTSIDE VENDORS, SERVICES AND ACCOUNTS: Hales Technology Inc will assist in establishing services and vendor agreements but is not responsible for anything after those accounts have been established. Hales Technology Inc may advise and answer questions regarding its setup and the services but billing and management of said accounts is the responsibility of the Customer. Furthermore, it is the Customers responsibility to disconnect services if that is their intent. Hales Technology Inc makes no warranty that services can or will be disconnected and is not responsible if they fail to be disconnected.

  7. CANCELLATION WITH CAUSE: Termination charges will apply if Customer wishes to cancel this Agreement without 30 days’ notice and/or if the contract is terminated with cause. Termination charges are calculated by adding up the sum of all payments made to Hales Technology Inc and dividing that total amount by the number of months this agreement has been in effect. In addition to the termination charges, all remaining reimbursements or invoices must be paid in full.

  8. LATE CHARGES, INTEREST, SUSPENSION OF SERVICE: Payment is due within 10 days of the invoice date. If payment is not received within 10 days, Hales Technology Inc reserves the right to hold services until the invoice(s) are paid in full. Customer agrees that amounts not paid on time shall bear interest at the rate of 5% monthly, or the maximum rate allowed by law, whichever is greater. Late fees will be assessed on the first date the bill becomes past due and on every 1st of the month thereafter. Late fees are compounded each month until payment is made in full. In the event the account goes to collections, customer agrees to pay all collection costs incurred by Hales Technology Inc including legal fees and any court costs related to the collection. Hales Technology Inc shall have the right to discontinue service in the event Customer becomes delinquent in payment.

  9. IT OPERATOR RESPONSIBILITIES: Customer may choose to appoint someone within their organization to be the IT Operator (aka IT Hat). The IT Operator acts as an onsite first responder and liaison for IT issues. Hales Technology Inc will assess and advise Customer of the IT Operators level of knowledge and set boundaries on what this person can or cannot do for periodic maintenance and onsite response. Areas such as: Active Directory, file permissions, accounting systems, healthcare systems, credit card processing systems, server rooms, backups (both local and remote), supplies, excess equipment, programming and user creation. These duties carry a degree of confidentiality and/or skill that may or may not be suited for the person or persons appointed to the IT Operator position.

  10. RECONDITIONING/OVERHAUL: When Hales Technology Inc has determined that a significant reconditioning or overhaul is necessary (beyond normal repairs or parts or software replacement) Hales Technology Inc will submit a cost estimate of needed repairs so that the necessary financial consideration can be made before the start of the project.

  11. TELEPHONE SERVICES: Phone system services are not covered by this Agreement. A separate contractor will be brought in to handle phone related issues and the rate for that contractor(s) time will be negotiated at the time of service. We will manage or supervise the contractor(s) on your behalf if you choose, but we do not accept responsibility for them, their work or lack thereof.

  12. WEBSITE SERVICES: Website services are not covered by this Agreement. A separate contractor will be brought in to handle website related issues and the rate for that contractor(s) time will be negotiated at the time of service. We will manage or supervise the contractor(s) on your behalf if you choose, but we do not accept responsibility for them, their work or lack thereof.

  13. PROGRAMMING SERVICES: Programming or software development is not covered by this Agreement. A separate contractor will be brought in to handle custom programming related issues and the rate for that contractor(s) time will be negotiated at the time of service. We will manage or supervise the contractor(s) on your behalf if you choose, but we do not accept responsibility for them, their work or lack thereof.

  14. GOVERNING LAW, ARBITRATION: This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of California (exclusive of conflict of laws principles), and shall be deemed to be executed in Santa Clarita, California. In the event of any dispute regarding the interpretation or application of this Agreement, the matter shall be determined by arbitration before a single arbitrator designated by the disputants. If the disputants cannot agree on an arbitrator, they shall each name three arbitrators who are acceptable to them. Each party shall choose one name on the other party's list and the arbitrator chosen between those two shall be determined by the flip of a coin. The rules governing the arbitration itself shall be those used by the American Arbitration Association except that neither party shall submit the matter to arbitration through either the AAA or JAMS. However, if the matter qualifies for resolution through the expedited commercial arbitration program offered by the American Arbitration Association, the parties will submit their dispute to that tribunal. The cost of the arbitration (exclusive of the direct legal expenses of the disputants) shall be allocated by the arbitrator at his or her discretion. Before arbitrating any dispute, the parties shall attempt to mediate the matter before an independent mediator chosen in the same manner as they have agreed to choose a mediator.

  15. RANSOMWARE: This Agreement authorizes Hales Technology Inc to install cryptocurrency servers (or mining equipment) on customer premises if and/or when circumstances are optimal for such systems to be installed. If this equipment is installed on your premises and you are held ransom, Hales Technology Inc will A) pay up to the first $1,000 of the ransom in whatever cryptocurrency the ransom requires. If the ransom is more than $1,000 customer will pay the remaining amount and B) Hales Technology Inc will (if available) secure a market rate for the remaining cryptocurrency necessary to pay the rest of the ransom. C) Hales Technology Inc will only pay up to $1,000 in ransom once every 365 days from the last date you were held ransom. If you are held ransom again within 365 days of the last ransom, customer will be responsible to pay the full amount. If the cryptocurrency servers (or mining equipment) are removed from the premises prior to the ransom A, B and C will no longer apply. If no mining equipment is installed or mining equipment was removed, Hales Technology Inc will not pay any portion of the ransom, but will (if available) secure the cryptocurrency necessary to pay the ransom at market rate plus 20%. Market rate will be determined by the highest BitStamp rate of the day, on the day the cryptocurrency is purchased.

  16. EQUIPMENT ACCESS: It may be necessary for Hales Technology Inc to leave equipment and/or tools behind to effectively service your business. If items are left behind, you must provide Hales Technology Inc access to those items within 24 hours of requesting it. Failure to provide access may result in charges for the replacement of those items or a fee to recoup the loss of use.

  17. CODE OF CONDUCT: Customer will not allow any kind of unprofessional behavior, harassment, discrimination, physical or verbal abuse of Hales Technology Inc staff or contractors. Customer will encourage respectful behavior and take the appropriate measures necessary to correct and/or consequence their staff in the event they demonstrate any of the inappropriate behaviors described above. Hales Technology Inc reserves the right to terminate this contract with cause should any of the above-mentioned behaviors or abuses be exhibited or continue to be exhibited without corrective steps being made by the Customer.

  18. CYBER-SECURITY & REGULATORY COMPLACENCY: Hales Technology Inc is a Managed Service Provider. Cyber-security and regulatory compliance are special services that reside outside the scope of the services we provide. We can encourage best practices, but we make no guarantee and implore you to engage with service providers that specialize in the security and/or regulatory industries. If you fail to engage the appropriate service providers, you will hold Hales Technology Inc harmless should your organization be affected by the lack of necessary security or regulatory compliance required in your industry.

  19. POWER OF AGENCY: Customer represents and warrants Hales Technology Inc the agency to act for, bind, execute, deliver and perform on Customers behalf. This agreement has been duly authorized, executed and delivered by Hales Technology Inc and Customer, and is in full force and effect, and constitutes the legal, valid and binding of Customer and Hales Technology Inc. Hales Technology Inc is duly organized, validly existing, and in good standing under the applicable laws of the jurisdiction of its formation; and Customer will be fully bound to perform the obligations incurred on its behalf by Hales Technology Inc.

  20. SURCHARGES: Customer accepts a surcharge of 3% for any payments made with a credit or debit card. Surcharges will be billed at the time of payment or as a supplemental bill after payment is made.

  21. ADDITIONAL TERMS AND CONDITIONS: (a) All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail or by fax. (b) In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. (c) Hales Technology Inc is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. (d) This Agreement shall be construed as to its fair meaning and not strictly for or against either party. (e) There are no other agreements between the parties hereto other than those specifically set forth herein. (f) This Agreement is not transferable from the original purchaser. (g) This Agreement constitutes the entire Agreement between Customer and Hales Technology Inc related to the services and maintenance of the Equipment, and all prior negotiations, Agreements (oral or written), or understandings are hereby superseded unless Customer is on a signed and fully executed Service Agreement with Hales Technology Inc.

Hales Technology Inc. ©2020