General Service Agreement

1. Scope of Agreement

This General Agreement applies to services provided by NVSP IT, including:

• Computer diagnostics and repair;
• Hardware installation and replacement;
• Software installation and configuration;
• Malware removal;
• Operating-system installation or recovery;
• Data transfer and data-recovery attempts;
• Printer and peripheral support;
• Network and Wi-Fi services;
• Server and storage services;
• Remote technical support;
• On-site technical support;
• Technology assessments and consulting;
• Business technology services;
• Website-related services when incorporated by a separate agreement;
• Managed or recurring services when incorporated by a separate agreement; and
• Other technology-related services approved by NVSP IT.

Specific services, deliverables, pricing, payment schedules, timelines, limitations, and recurring charges may be stated in an intake form, estimate, proposal, project order form, statement of work, invoice, specialized service agreement, or change order.

2. Agreement Documents and Order of Precedence

This General Agreement may be supplemented by additional written documents. If applicable documents conflict, they control in the following order:

1. A signed change order or written amendment;
2. A signed project order form, statement of work, or service order;
3. A specialized service agreement covering the applicable service;
4. This General Agreement;
5. An approved estimate, quote, or invoice; and
6. General emails, text messages, or other service communications.

A specific term controls over a general term concerning the same subject.

A specialized agreement replaces this General Agreement only where the specialized agreement expressly addresses and conflicts with a provision of this General Agreement. All nonconflicting provisions remain effective.

3. Customer Ownership, Authority, and Authorization

The Customer represents that the Customer:

• Owns the device, equipment, account, data, system, network, domain, website, or other property involved in the service; or
• Has lawful authorization from the owner to request and approve the service.

When the Customer is a business, nonprofit organization, government entity, association, or other organization, the person requesting or approving services represents that the person has authority to act on behalf of and bind the organization.

The Customer authorizes NVSP IT to access, inspect, operate, test, diagnose, configure, update, repair, modify, move, restart, disconnect, reconnect, or otherwise work with affected devices, accounts, systems, networks, and equipment as reasonably necessary to perform the requested service.

This authorization may include access to:

• Operating systems and user accounts;
• Administrative accounts and recovery information;
• Email systems and cloud services;
• Network equipment, printers, servers, and shared storage;
• Websites, domains, vendor accounts, and business applications; and
• Related settings and records.

4. Authorized Business Contacts

Business Customers are responsible for identifying owners, managers, employees, vendors, or other representatives who are authorized to:

• Request services;
• Provide credentials or access;
• Approve estimates or additional charges;
• Change project scope;
• Receive information;
• Accept completed work; or
• Provide instructions on the Customer’s behalf.

Unless NVSP IT receives written notice limiting a representative’s authority, NVSP IT may reasonably rely on instructions and approvals from persons presented as authorized representatives.

The Customer is responsible for charges and consequences resulting from instructions provided by its authorized representatives.

5. Customer Cooperation and Access

The Customer agrees to provide timely and accurate:

• Device and system access;
• Passwords and credentials;
• Administrative permissions;
• Physical access to service locations;
• Internet and network access;
• Vendor contact information;
• Product or account information;
• Responses, decisions, and approvals; and
• Other information reasonably necessary to perform services.

NVSP IT is not responsible for delays or added costs caused by:

• Missing or incorrect information;
• Unavailable decision-makers, devices, equipment, credentials, or permissions;
• Account lockouts;
• Customer scheduling changes;
• Vendor, internet, utility, shipping, or parts delays; or
• Other circumstances outside NVSP IT’s reasonable control.

Additional visits, labor, research, troubleshooting, or coordination required because access or information was unavailable may be billed separately.

6. Remote, On-Site, and Drop-Off Services

Services may be provided:

• Remotely;
• At the Customer’s location;
• At an NVSP IT service location;
• Through device drop-off or pickup;
• Through a third-party vendor; or
• Through another agreed service method.

By requesting remote support, the Customer authorizes NVSP IT to view and, when necessary, control the Customer’s device or supported environment using remote-access or screen-sharing tools.

The Customer may end a remote session by closing or disconnecting the remote-access software.

Remote services require a functioning device, stable internet connection, and compatible software. NVSP IT is not responsible for interruptions caused by internet connectivity, electrical service, software compatibility, security tools, third-party remote-access providers, or Customer action.

On-site services may be subject to minimum labor charges, travel charges, parking charges, after-hours charges, or other fees stated in an estimate, order form, invoice, or pricing schedule.

7. Data Responsibility and Backups

All Customer data remains the Customer’s responsibility.

The Customer acknowledges that data loss, corruption, alteration, exposure, or loss of access may occur during diagnostics, repair, system updates, operating-system installation, malware removal, password or account recovery, data transfer, data-recovery attempts, software installation, network configuration, server work, cloud-service work, vendor coordination, or other technical services.

Before services begin, the Customer is responsible for maintaining a current and usable backup of important data unless backup or data-protection services are specifically included in writing.

NVSP IT does not guarantee that Customer data will be preserved or recoverable and is not responsible for lost, corrupted, encrypted, inaccessible, or unrecoverable data except to the extent liability cannot legally be limited.

8. Data-Recovery Services

Data recovery is uncertain and may not be successful.

Files may be permanently lost because of:

• Physical damage or storage-device failure;
• Encryption, malware, or file-system corruption;
• Prior recovery attempts or overwritten data;
• Manufacturer restrictions;
• Missing credentials or account restrictions; or
• Other technical conditions.

Diagnostic, evaluation, transfer, recovery-attempt, shipping, and third-party laboratory fees may apply regardless of whether any data is successfully recovered. No specific recovery result is guaranteed unless expressly stated in writing.

9. Pre-Existing Conditions and Inherent Risks

Devices and systems may have defects, damage, security issues, unsupported configurations, or other conditions that existed before NVSP IT began work.

Pre-existing conditions may include:

• Hardware degradation, battery swelling, liquid damage, or physical damage;
• Loose or damaged connectors or prior repairs;
• Manufacturer defects, software corruption, or malware;
• Unsupported software or operating systems;
• Aging components or failing storage devices;
• Improper configuration; or
• Undocumented changes.

Testing, opening, moving, restarting, updating, disassembling, repairing, or otherwise working with a device may expose or accelerate an existing failure.

NVSP IT will use reasonable care but is not responsible for a failure or change in condition primarily caused by age, prior damage, hidden defects, unsupported configurations, ordinary wear, or other pre-existing conditions.

10. Device Handling and Documentation

NVSP IT may photograph or document devices, equipment, serial numbers, accessories, damage, error messages, installation conditions, network layouts, or service results for intake records, diagnostics, quality control, Customer communication, warranty evaluation, service documentation, or dispute resolution.

NVSP IT will not intentionally photograph or record Customer personal files or confidential content unless reasonably necessary to document or resolve the requested issue.

The Customer should remove personal accessories and removable items that are not needed for service, including cases, memory cards, SIM cards, external drives, adapters, cables, bags, and other personal property.

NVSP IT is not responsible for undocumented accessories or personal items left with a device.

11. Diagnostics, Assessments, and Consultation Fees

NVSP IT may require diagnostics, assessments, consultations, research, or planning before recommending or performing further work.

Diagnostic, assessment, consultation, travel, or research fees compensate NVSP IT for time and expertise and may remain due even when:

• No repair is possible;
• The Customer declines recommended service;
• A device is uneconomical to repair;
• A third party must complete the service;
• The problem cannot be reproduced; or
• The Customer chooses to replace the equipment.

A diagnostic fee is not a guarantee that the underlying problem will be identified or repaired.

12. Third-Party Products, Providers, and Subcontractors

NVSP IT may use or coordinate with manufacturers, distributors, software vendors, hosting providers, internet providers, cloud-service providers, payment processors, contractors, subcontractors, data-recovery laboratories, shipping carriers, or other third parties.

NVSP IT is not responsible for a third party’s:

• Acts, omissions, outages, or delays;
• Data loss or security incidents;
• Policy or price changes;
• Licensing restrictions or account suspensions;
• Product defects;
• Service discontinuation; or
• Failure to provide support.

Third-party products and services are subject to their own terms, privacy policies, licenses, warranties, renewal requirements, and cancellation procedures.

The Customer is responsible for maintaining active accounts, subscriptions, licenses, administrative permissions, and vendor relationships necessary for the requested service.

13. Software, Malware, and Licensing

The Customer is responsible for ensuring that all software is properly licensed. NVSP IT will not knowingly install, activate, support, or maintain pirated, cracked, stolen, unauthorized, or unlawfully obtained software.

Malware removal may require:

• File or software removal;
• Password changes;
• System reset or operating-system reinstallation;
• Account recovery;
• Network changes; or
• Replacement of affected storage devices.

NVSP IT does not guarantee that malware removal will preserve every file or eliminate every security risk.

The Customer remains responsible for ongoing security practices, updates, passwords, backups, licensing, and account protection after service completion unless recurring security services are separately included.

14. Passwords, Credentials, and Account Access

The Customer may be required to provide passwords, passcodes, encryption keys, multi-factor authentication approval, administrative credentials, recovery information, or temporary account access. The Customer confirms that it has authority to provide such access.

NVSP IT will use credentials only as reasonably necessary to perform, document, verify, support, bill, or follow up on requested services.

NVSP IT may securely retain credentials temporarily where necessary for ongoing work or recurring services. Credentials will not intentionally be retained longer than reasonably necessary unless the Customer authorizes credential management or ongoing support.

NVSP IT is not responsible for account lockouts, vendor identity-verification requirements, missing recovery information, expired credentials, or third-party account-recovery limitations.

15. Privacy, Confidentiality, and Customer Information

NVSP IT will take reasonable measures to protect the confidentiality of Customer information encountered during service.

NVSP IT does not intentionally inspect personal files, business records, communications, or other private content except where reasonably necessary to diagnose a problem, complete requested work, transfer or recover data, configure or secure a system, verify service results, investigate a security issue, or comply with law.

Customer information may be accessed by authorized NVSP IT employees, contractors, subcontractors, and service providers as reasonably necessary to perform services.

NVSP IT does not sell Customer personal information.

Additional information concerning the collection and use of information is available in the NVSP IT Privacy Policy.

16. Data Retention and Security Incidents

NVSP IT may retain service records, communications, estimates, invoices, system notes, photographs, credentials, backups, or other information as reasonably necessary for providing services, billing, warranty support, security, recordkeeping, dispute resolution, legal compliance, or Customer follow-up.

Unless ongoing storage, backup, hosting, or retention services are specifically included, NVSP IT is not obligated to retain Customer data after service completion.

Once information is deleted, it may not be recoverable.

If NVSP IT confirms a security incident involving protected Customer information, NVSP IT will investigate and provide notices required by applicable law.

17. Estimates, Quotes, and Scope Changes

Estimates and quotes are prepared in good faith based on information available at the time. Unless expressly identified as a guaranteed fixed price, an estimate is not a guarantee of final cost.

Actual cost or completion time may change because of:

• Hidden damage or additional failures;
• Incorrect Customer information;
• Expanded scope, added devices, locations, data, or users;
• Vendor requirements or parts availability;
• Compatibility issues or unexpected configuration;
• Customer-requested changes; or
• Other conditions discovered after work begins.

NVSP IT will make reasonable efforts to obtain Customer approval before performing a material amount of additional billable work.

Approvals may be provided through a signed document, electronic signature, email, text message, Customer portal, recorded payment, estimate approval, or another documented communication method.

18. Fees, Payment, and Taxes

The Customer agrees to pay all approved:

• Labor, diagnostic, assessment, consultation, and travel charges;
• Parts, software, licenses, and subscription charges;
• Shipping, third-party, and tax charges; and
• Other agreed fees.

Payment terms will be stated in the applicable estimate, invoice, order form, proposal, or specialized agreement.

NVSP IT may require:

• Full payment in advance;
• A deposit or progress payments;
• Payment before ordering parts or scheduling work;
• Payment before launch or delivery; or
• Automatic or recurring payment authorization.

Unless another due date is stated in writing, payment is due when services are completed or invoiced.

NVSP IT may pause work, withhold deliverables or transfer, decline additional service, or suspend recurring services until outstanding balances are paid, to the extent permitted by law.

Returned payments, chargebacks, disputed payments, collection activity, or repeated late payments may result in additional fees where disclosed and permitted by law. The Customer may be responsible for reasonable collection costs where permitted by law.

19. Deposits, Cancellations, and Refunds

Diagnostic fees, assessment fees, consultation fees, completed labor, travel fees, and research fees are non-refundable after the related work has begun or been completed, except where required by law.

Deposits and scheduling fees may be non-refundable after:

• Work has begun;
• Time has been reserved;
• Planning has been completed;
• Materials have been ordered;
• Third-party services have been purchased; or
• Other costs have been incurred.

Special-order parts, software, licenses, subscriptions, domains, hosting, third-party services, and customized products may be non-refundable once ordered, registered, provisioned, activated, or delivered.

If the Customer cancels after work begins, the Customer remains responsible for work already completed, time reserved, noncancelable commitments, third-party costs, restocking fees, return shipping, and other approved charges incurred before cancellation.

When a concern is directly related to the original service, NVSP IT may evaluate the concern and, at its discretion, provide corrective service, re-evaluation, credit, replacement, or another reasonable resolution. Nothing in this section requires a refund except where required by law or expressly stated in writing.

20. Parts and Product Warranties

Replacement parts may be new, used, refurbished, remanufactured, or supplied by a third party.

NVSP IT does not manufacture parts and does not provide a separate manufacturer warranty unless expressly stated in writing.

Any manufacturer, supplier, or distributor warranty is subject to that provider’s terms, exclusions, return procedures, and availability.

Labor required to remove, ship, reinstall, or troubleshoot a warranty replacement may be billed separately unless included in writing.

21. Customer-Supplied Parts and Equipment

When the Customer supplies a part, device, accessory, software license, or other product, the Customer accepts responsibility for its compatibility, condition, authenticity, licensing, reliability, warranty, completeness, and fitness for the intended purpose.

NVSP IT is not responsible for damage, delay, failed installation, lost time, or additional labor caused by a defective, incompatible, incomplete, counterfeit, or incorrectly specified Customer-supplied item.

Labor charges may remain due even when a Customer-supplied product cannot be installed or does not function.

22. Service Completion and Limited Service Warranty

The Customer is responsible for reviewing and testing completed services within a reasonable period.

Unless a different written warranty is provided, NVSP IT does not guarantee that:

• Every issue has been identified;
• A repaired device will not experience a future failure;
• A system will remain compatible with future updates;
• A network will never experience an outage;
• A device will remain free of malware;
• Data will remain available; or
• A third-party product or service will continue operating.

NVSP IT may, at its discretion, re-evaluate a reported problem that appears directly related to the original service.

Additional charges may apply when the reported concern is caused by a new or unrelated problem, Customer changes, third-party changes, malware, updates, hardware failure, internet or utility outages, unsupported software, vendor action, or use inconsistent with NVSP IT’s recommendations.

23. Unrepairable or Unsupported Equipment

NVSP IT may determine that a device, system, software product, or environment is unrepairable, unsupported, unsafe, obsolete, incompatible, uneconomical to repair, or outside NVSP IT’s available expertise or resources.

Diagnostic, assessment, research, travel, or labor charges may still apply.

NVSP IT is not required to continue work that it reasonably determines cannot be completed safely, lawfully, or economically.

24. Unclaimed Devices and Property

The Customer must retrieve devices, equipment, parts, and other property after receiving notice that service is complete or discontinued.

NVSP IT may charge reasonable storage fees after providing notice to the Customer.

Property that remains unclaimed for an extended period may be handled as permitted by applicable law, including applicable notice requirements.

NVSP IT will not dispose of, recycle, sell, or otherwise treat Customer property as abandoned except as permitted by law.

Amounts owed for service, storage, shipping, or other approved charges remain due regardless of whether property is retrieved.

25. Illegal, Unsafe, or Prohibited Activity

NVSP IT may refuse, pause, or discontinue service involving:

• Suspected stolen property;
• Unauthorized account or data access;
• Illegal content, fraud, harassment, or abuse;
• Threats or unsafe equipment;
• Pirated software;
• Circumvention of lawful security controls;
• Unlawful surveillance; or
• Other activity NVSP IT reasonably believes is illegal, unsafe, unethical, or outside the agreed scope.

NVSP IT may preserve or report information when required by law. Charges for work performed before service was discontinued remain due.

26. Right to Refuse or Discontinue Service

NVSP IT may refuse or discontinue service when:

• Required access is unavailable;
• The Customer fails to cooperate or pay;
• The requested work becomes unsafe or unlawful;
• The Customer engages in threatening, abusive, or discriminatory behavior;
• The requested result is technically unreasonable;
• The scope materially changes without agreement;
• Continuing work would create an unreasonable security risk; or
• NVSP IT otherwise reasonably determines that the service should not continue.

NVSP IT will make reasonable efforts to communicate the reason for discontinuation. The Customer remains responsible for completed work and noncancelable costs.

27. Specialized and Recurring Service Agreements

Website design, website hosting, website maintenance, social media setup, social media management, marketing, managed IT services, cybersecurity services, recurring support, cloud administration, backup management, and other specialized services may require a separate agreement, proposal, project order form, statement of work, or service order.

The specialized agreement controls over this General Agreement only for matters specifically addressed by the specialized agreement. This General Agreement remains applicable to all nonconflicting matters.

Ongoing monitoring, maintenance, hosting, administration, backup, vendor management, cybersecurity, compliance, social media management, content creation, advertising, or recurring support is not included unless expressly listed in a signed agreement or order form.

The following supplemental agreements may apply when incorporated into an intake form, proposal, estimate, project order form, statement of work, or service order:

• NVSP IT Website Design, Hosting & Maintenance Agreement
• NVSP IT Social Media Setup Service Agreement

Additional specialized agreements may also apply depending on the services requested. Each specialized agreement applies only to the services and subjects it specifically addresses. This General Service Agreement remains applicable to all nonconflicting matters.

28. No Guarantee of Results

NVSP IT will perform services using reasonable professional efforts. Technology services involve risks and dependencies that may be outside NVSP IT’s control.

Unless expressly stated in writing, NVSP IT does not guarantee:

• A specific repair result;
• Data recovery;
• Continuous uptime;
• Complete security;
• Regulatory compliance;
• Compatibility with future products or updates;
• Business revenue or productivity improvements;
• Search-engine rankings;
• Prevention of future problems; or
• Any other particular commercial or technical result.

29. Limitation of Liability

To the fullest extent permitted by applicable law, NVSP IT will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including:

• Lost data, revenue, profits, sales, or business opportunities;
• Loss of goodwill;
• Business interruption or downtime;
• Lost productivity or missed deadlines;
• Lost communications; or
• Cost of replacement services.

NVSP IT is not responsible for losses caused by:

• Customer failure to maintain backups;
• Customer instructions or Customer-provided materials;
• Third-party products, services, or vendor outages;
• Internet or utility failures;
• Manufacturer restrictions or account lockouts;
• Unsupported systems;
• Malware not caused by NVSP IT’s intentional misconduct;
• Pre-existing conditions; or
• Changes made by the Customer or another provider.

To the fullest extent permitted by law, NVSP IT’s total liability arising from a claim will not exceed the amount paid to NVSP IT for the specific service giving rise to the claim.

The limitations in this section do not apply where liability cannot legally be excluded or limited.

30. Force Majeure

NVSP IT is not responsible for delay or failure caused by events outside its reasonable control, including natural disasters, severe weather, fire, flood, public-health emergencies, war, civil disturbance, government action, labor disruption, utility failure, internet failure, cyberattack, vendor outage, supply-chain disruption, shipping delay, or unavailability of parts, software, or services.

Deadlines will be reasonably extended when affected by such events.

31. Communications, Notices, and Electronic Approval

The Customer agrees that service communications, notices, estimates, approvals, invoices, and agreement documents may be provided electronically.

Electronic approval may include:

• Electronic signature;
• Website checkbox acceptance;
• Email or text-message confirmation;
• Portal or online estimate approval;
• Recorded payment acceptance; or
• Another documented electronic action showing agreement.

Electronic acceptance has the same effect as a handwritten signature to the extent permitted by applicable law.

The Customer is responsible for maintaining current email, telephone, mailing, and business-contact information.

Formal cancellation notices for recurring services must be delivered using the method stated in the applicable specialized agreement or order form.

32. Governing Law and Venue

This General Agreement is governed by the laws of the State of Minnesota, without regard to conflict-of-law principles.

Any legal proceeding arising from this General Agreement or NVSP IT services must be brought in a court of competent jurisdiction in Minnesota unless applicable law requires otherwise.

33. Severability

If a provision of this General Agreement is found invalid, illegal, or unenforceable, the remaining provisions will remain effective.

An invalid provision will be interpreted or limited to the minimum extent necessary to make it enforceable where permitted.

34. No Waiver

A party’s failure to enforce a provision on one occasion does not waive the right to enforce that provision or another provision later.

35. Assignment

The Customer may not transfer or assign a service agreement without NVSP IT’s written consent.

NVSP IT may assign this General Agreement as part of a merger, reorganization, sale of assets, change in ownership, or transfer of the applicable business operation.

36. Changes to This General Agreement

NVSP IT may revise this General Agreement for future services. The version in effect when a one-time service is requested will generally govern that service.

For ongoing or recurring services, NVSP IT may provide written notice of a material change before the change takes effect. A specialized agreement may contain additional change and cancellation terms.

Changes will not retroactively alter a signed fixed project scope or price unless accepted by the parties in writing.

37. Entire Agreement

This General Agreement, together with applicable specialized agreements, project order forms, statements of work, estimates, change orders, and other incorporated documents, constitutes the agreement between NVSP IT and the Customer concerning the applicable services.

The Customer acknowledges that it is not relying on promises or representations that are not contained in the applicable agreement documents.

38. Acceptance

By requesting, authorizing, accepting, or paying for services, signing an applicable service document, or electronically accepting these terms, the Customer acknowledges that the Customer:

• Has read this General Agreement;
• Understands this General Agreement;
• Has authority to accept this General Agreement; and
• Agrees to be bound by this General Agreement.