Terms & Conditions

EMCO Technology General Terms and Conditions apply to monthly signed service agreements, signed quotes, accepted project quotes, T&M labor requests, and material purchases.   

Should you have an issue regarding your IT services with EMCO Technology including and work performance, ticket handling, response times or assigned technician you are asked to direct your call to the COO and let her know about your need/concern so it can be promptly addressed.    Lori Bowman can be reached at 215-614-5439.

Infrastructure Changes. Customer opting to make changes to their infrastructure are encouraged to discuss with EMCO. (such as the need to replace hardware or changing telephone systems) we can discuss those changes and whether other changes should be considered or made to Your infrastructure.  We strongly encourage You to include us in the conversation as soon as possible so that we can provide assistance as needed.  Items added to your environment that need additional support will be charged projects fees for onboarding.  EMCO will also make yearly recommendations for changes at an Annual Review.

Hardware Purchases/Other Needs.  EMCO has partnerships with commercial quality information technology providers of materials and services.  EMCO can assist You with recommending equipment, specifications and obtaining quotes for IT materials You may need.  If You purchase the hardware through EMCO, EMCO will guarantee them through the warranty period and work with the vendor to make sure they are repaired and replaced accordingly.  Set up of the hardware with Your existing network is included in the quote of the purchase price.  EMCO is a preferred purchaser and is able to get favorable pricing on many products.  While we obtain favorable pricing on many products, we may not be able to compete with retailers such as Best Buy, Amazon and Ebay.  You should be aware that the products being sold by those retailers may be residential, rather than commercial, grade.  They also may be refurbished, unsupported, outdated or open box items.  If You elect to purchase your own hardware and other items, we may not be able to provide support for those items, nor can we guarantee “symbiosis” with Your current network.  Further, if You purchase Your own hardware and want us to install it with Your network, that will be done for an additional fee.

Software.  There may be additional manufacturer support that You will need to obtain from a particular software company.  In that situation, You will maintain a support contract with any manufacturers of custom software.  If You select and purchase Your own software, You agree that You will be responsible for any associated maintenance and support. 

Confidentiality and Security.  All EMCO employees have HIPAA training as it relates to data sensitivity and protection before they work in any sensitive environment in this capacity.  Also, each employee, when they are hired, signs a confidentiality agreement that includes strict controls over limited data access and approved data access.  These documents are on file and are available for review upon request.   Employees submit to employment screening that meets security guidelines for our industry.  Please discuss with COO if a specific your office or vertical requires documentation of us. 

Invoices

Subscriptions services or per user counts (Includes Virtual Desktop)-On the 10th of the month prior to service a snapshot of current user count (endpoints covered) is taken for each  customer.  Customer will be charged for the following month’s service based on this snapshot.   For example, if on May 10th Customer has 50 users, and on May 11th they add their 51st user, Customer will be charged for 50 users in June.  If on May 11th they remove a user to equate to 49 users, Customer will be charged for 50 users in June.  These changes would be reflected on July’s invoice.

Term/Payment. 

Monthly fees for services are due prior to the covered month, You will receive an invoice on or about the fifteenth (15th) day of each month for the next covered month.  Payment is due on or before the last day of the month in which the invoice is provided. 

Time-Onsite time is billed the first of the month for the prior month and may apply from project fees or if you do not have onsite coverage in your contract. Terms are 15 days from the date billed. 

Material- Material is billed at the time of order and is expected paid in full at that time, no terms are offered for materials.  Larger material purchases may require 50% prepayment before we place the order for you, your salesperson will discuss the terms on individual sales with you.  

Payments can be made through the EMCO free electronic ACH payment, located as a link on each invoice.  If you would like to make payment through using a credit card, a three (3%) percent convenience fee will be added to your bill.  (5% for Amex) Arrangements need to be made in advance for invoices to have credit card options.  Checks should be mailed to the corporate office listed on the invoice.

Late Fees-  If You do not make a payment by the end of the month, a late fee of one (3%) percent will be added to your invoice for every 30 days overdue.  Non-payment of invoice for thirty (30) days may result in interruption of services.  You agree that EMCO can terminate Service Agreement for non-payment.

Non-solicitation.  You agree that, during the term of your signed Service Agreement and for a period of two (2) years after its termination, You will not solicit, either directly or indirectly, any employee of EMCO to leave EMCO and become an employee of either Your company or another IT provider.  You further agree that, if an EMCO employee approaches you for employment after such employee leaves the employ of EMCO that you will not hire that individual for a period of one (1) year after the employee leaves the employ of EMCO.

Ownership of Intellectual Property.  EMCO is the sole owner of the content, layout, functions, features, codes, appearance, trademarks, patent rights, copyright interests, proprietary information and other intellectual property that EMCO has developed (the “EMCO Intellectual Property”).  The EMCO Intellectual Property was created by EMCO at great effort and expense and the structure created and maintained by EMCO to retrieve, store and deliver its services is unique and valuable.  You acknowledge that the EMCO Intellectual Property constitutes a valid trade secret of EMCO and that the EMCO Intellectual Property constitutes a protectable, proprietary asset of EMCO.  EMCO does not transfer, and You do not and will not have, any ownership rights in the EMCO Intellectual Property, or any part thereof.  Except as set forth herein, nothing contained in Service Agreement conveys to You, or to any other person or entity, any right, title or interest in the EMCO Intellectual Property. 

DISCLAIMER OF WARRANTIES.  EXCEPT AS SPECIFICALLY SET FORTH HEREIN, EMCO AND ITS PROVIDERS MAKE NO WARRANTY THAT THE SERVICES PROVIDED BY EMCO WILL BE UNINTERRUPTED OR ERROR-FREE.  EMCO DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMMITEATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPLICITY SET FORTH IN THE EMCO SERVICES AGREEMENT ARE PROVIDED WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER AND YOU ACCPET ALL RISKS WITH REGARD TO ANY SERVICE INTERRUPTION.

LIMITATION OF LIABILITY.  IF EMCO BREACHES ANY OF THE TERMS OF AGREEMENT AND CANNOT RESOLVE YOUR CONCERNS WITHIN THIRTY (30) BUSINESS DAYS OF EMCO’S RECEIPT OF WRITTEN NOTICE OF SUCH BREACH, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TERMINATION OF THIS AGREEMENT BY WRITTEN NOTICE TO EMCO AND REFUND OF A PRO-RATED PORTION OF THE FEES YOU HAVE PAID.  NOT IN LIMITATION OF THE FOREGOING, IN NO EVENT WILL EMCO BE LAIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE SERVICES PROVIDED BY EMCO, OR THE INTERRUPTION OF SERVICES, EITHER AS PROVIDED BY EMCO OR AS RELATES TO YOUR BUSINESS INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE  OR ANTICIPATED PROFITS OR BUSINESS OR SALES INTERRUPTION, EVEN IF EMCO, OR A REPRESENTIVE THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EMCO SHALL NOT BE LIABLE TO YOUR COMPANY OR YOUR CUSTOMERS/CLIENTS IN ANY MANNER FOR ANY CLAIM, SUIT, EXPENSE, OR OTHER ACTION ARISING OUT OF OR OTHERWISE BASED ON ANY CLAIM MADE BY YOUR CLIENTS AND/OR CUSTOMERS AND, TO THE EXTENT EMCO IS INVOLVED IN SUCH AN ACTION, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EMCO, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.

Jurisdiction, Venue.  You agree that, in the event of any action regarding EMCO and the terms and conditions herein, that the federal and state Courts encompassing Bucks County, Pennsylvania shall have exclusive jurisdiction to hear and determine all such claims.  You agree that You submit to the jurisdiction of such Courts and waive the right to claim that such jurisdiction is inconvenient.

Governing Law.  EMCO Service Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to any conflicts of laws provisions.

Assignment.  EMCO Service Agreement shall not be assigned by either Party without the written consent of the other Party, which consent shall not be unreasonably withheld.   

Termination. A.  Termination by the Client.  EMCO Service Agreement is for a term of one (1) year, and you agree, except as specifically set forth herein, that this Agreement cannot be terminated prior to the end of that period.  If You have an issue with the Services being provided, or for any other reason set forth in this Agreement, You agree that the following procedure will be followed.  First, You agree that You will send, in writing, the nature of your concerns.  You agree that you will engage in good faith discussions with EMCO regarding those concerns.  To the extent EMCO agrees, in good faith, that the issues are of the type that should be addressed, EMCO will be provided with an opportunity to address the concerns.    If, after good faith discussions, it becomes evident that the Parties cannot resolve their differences, the Parties will agree to a schedule that will permit You the opportunity to have a smooth transition to a new provider and EMCO the opportunity to remove and/or uninstall its hardware and software.  You agree that You shall NOT be entitled to a refund of any of the fees owed for the Term.   The Company understands that there will be additional charges associated with transitioning from EMCO to another provider.  The Company will pay EMCO for all charges incurred with respect to such transition including, but not limited to an hourly rate for all time spent in such transition.  The Company also understands that it may be necessary to complete certain documentation to complete such transition.  The Company will provide all assistance requested in this regard. 

Termination by EMCO.  EMCO shall be permitted to terminate Service Agreement if You are in Default.  A Monetary Default is where You fail to pay any amounts owed by the date such amounts are due.  If  the termination is a Monetary Default, then You agree that, in addition to the agreed upon fees under this Agreement, you will pay an additional fee equal to five (5%) percent of the greater of the amount due for the balance of the Contract or the amount due for one (1) month of services.  If You have failed to make a payment when due, EMCO agrees to send You written notice of such failure to pay and You will have five (5) days to make such payment.  The failure to comply with any other term or condition hereunder shall be a Nonmonetary Default.   A Nonmonetary Default is defined by behavior towards our staff and technicians by any of your employees that is unprofessional, harassing, abusive, and/or EMCO concludes, in its sole, reasonable, judgment, that the interaction warranted a warning of such harassing or abusive behavior had occurred.  After the first such occurrence, You shall receive a warning.  If there is a second infraction, You agree that you will be charged Two Hundred Fifty ($250.00) Dollars, payable immediately.  If there is a third infraction, that shall provide a basis for EMCO to immediately declare Service Agreement terminated.

Some of the Services provided by EMCO may include the purchase of third-party subscriptions (“Subscriptions”), such as Microsoft, may have annual terms and dates that do not align precisely with the Term between You and EMCO.  In those situations, You will be responsible for the balance of any subscription fee, regardless of (1) which party terminates this Agreement and (2) when the termination becomes effective.  To the extent a Subscription is transferrable to a new provider, You can have the Subscription so transferred.    Any annual subscription contract for software will be provided to you in a quote or separate agreement

Force Majeure.  No Breach or Default. In no event will EMCO be liable or responsible to the Company, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond EMCO’s reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, pandemic, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or shortage of adequate power, telecommunications, or transportation. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of 30 days or more.

  Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the provisions of this Agreement, which shall remain in full force and effect.  If any provision of this Agreement shall be deemed to be unenforceable by reason of its extent, duration, scope, or otherwise, then the Parties contemplate that the Court making such determination shall enforce the remaining provisions of this Agreement, and shall reduce such extent, duration, or scope, and shall enforce the provision in its reduced form for all purposes.

No Implied Waiver.  Waiver of any provisions of this Agreement by either Party at any time shall not constitute a waiver of any other provision of this Agreement.

Amendment, Modification, Waiver.  No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

Assignment. You shall not assign or otherwise transfer any of Your rights, or delegate or otherwise transfer any of Your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without EMCO's prior written consent, which consent EMCO may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving the Company (regardless of whether the Company is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which EMCO's prior written consent is required. No delegation or other transfer will relieve the Company of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 

Notices.  Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the other Party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.  Notice to EMCO shall be sent to company contact under Designated representative in your services Agreement.  Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third (3rd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.