Computer Point  - Master Services Agreement

Thank you for trusting Dunco Enterprises, Inc. d/b/a Computer Point (“Computer Point,” “we,” “us,” or “our”) to provide you with professional information technology services. This Master Services Agreement (this “Agreement”) governs our business relationship with you, so please read this document carefully and keep a copy for your records.



1. Context. In this Agreement, any references to “Client,” “you,” or “your” will mean the entity who has accepted a quote, proposal, service order, statement of work, or similar document (electronic or otherwise) from us. (In this Agreement we refer collectively to these types of documents as a “Quote,” although the actual title or caption of the service-related documents might vary.) If we have an ongoing business relationship with you, then “Quote” will also include any confirmatory communications between you and us, such as those exchanged by email or text, in which we mutually affirm or agree to the provision or facilitation of services or products for you.
2. This document contains an arbitration provision that requires, under most circumstances, disputes to be settled by arbitration and not by a judge or jury. Please read the “Arbitration” section of this Agreement carefully. This document also contains important provisions regarding your payment obligations, automatic renewal of ongoing services, limitations of liability, and other significant matters; please read this document and consider those issues carefully before accepting a Quote.
3. This document limits or, in some cases, eliminates the liability of Computer Point for services that it does not provide directly to you and/or which are provided to you by third parties (defined as “Third Party Services” and “Third Party Providers,” below). Please read this document and consider such limitations carefully before accepting a Quote.
4. Applicability. The scope of our services will be as described in a Quote (collectively, “Services”). All other services, projects, and related matters are out-of-scope (collectively, “Out of Scope Services”) and will not be provided to you unless we expressly agree to do so. In addition to a Quote, many of the Services, as well as all policies and procedures governing all Services we provide or facilitate, are defined, clarified, and governed under an additional document that we will refer to in this Agreement as a “Services Guide.” Please read both the Quote and the Services Guide before accepting the Quote. If you have any questions about either of those documents or this Agreement, please do not sign the Quote and, instead, contact us for more information.
5. Version. Each Quote will be governed under the version of this Agreement in place on the date that you accept the Quote. We may change this Agreement from time to time, and modified versions of this Agreement will apply to Quotes accepted after the date of those modifications. You can determine the version of this Agreement by noting the “last updated” date indicated at the bottom of this document. We advise you to keep a copy of this document and keep track of the date indicated below when you accept a Quote.
6. Conflicts. The provisions of a Quote govern over conflicting or materially different terms contained in this Agreement and the Services Guide—this allows us to craft solutions to meet your needs by making applicable changes in the Quote. Conflicting language between the Services Guide and this Agreement will be interpreted in favor of the Services Guide.
7. Third Party Providers/Services. Some services may be provided to you directly by our personnel, such as situations in which our personnel install software agents on managed devices or physically install equipment at your premises. These services are distinguishable from services that are provided to you or us by third party providers, who are often referred to in the industry as “upstream providers.” (In this Agreement, we call upstream providers “Third Party Providers” and the services that Third Party Providers provide are called “Third Party Services”). By way of example, Third Party Services may include help desk services, malware detection and remediation services, firewall and endpoint security-related services, backup and disaster recovery solutions, and the provision of software used to monitor the managed part of your network, among others.
8. Selection. As your managed information technology provider, we will select the Third Party Providers that provide services appropriate for your managed information technology environment (the “Environment”) and facilitate the provision of those Third Party Services to you. Not all Third Party Services will be expressly identified as being provided by a Third Party Provider. We reserve the right to change Third Party Providers in our sole discretion as long as the change does not materially diminish the Services we are obligated to provide or facilitate under a Quote.
9. Reseller. We are resellers and/or facilitators of the Third Party Services and do not provide those services to you directly. For this reason, we are not and cannot be responsible for any defect, act, omission, or failure of any Third Party Service or any failure of any Third Party Provider. Third Party Services are provided on an “as is” basis only. If an issue requiring remediation arises with a Third Party Service, then we will endeavor to provide a reasonable workaround or, if available, a “temporary fix” for the situation; however, we do not warrant or guarantee that any particular workaround or fix will be available or achieve any particular result, or that Third Party Services will run in an uninterrupted or error-free manner.