TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement (“Agreement”) is entered into by and between Blackhawk MSP LLC, a California corporation with its principal place of business at 2824 Bollinger Canyon Road, San Ramon, CA, (“IT Company”) and the client identified in the work order or proposal, you the client. A contract would supersede this service agreement.

  1. IT Services. The IT Company agrees to provide the IT services described in the work order or proposal, including but not limited to network installation and maintenance, data backup and recovery, cybersecurity, software support, and help desk support (collectively, “Services”).
  2. Payment. Client shall pay the IT Company for the Services at the rates set forth in the work order or proposal. The IT Company shall invoice Client for Services rendered, and payment shall be due within thirty (5) days of the invoice date. Late payments shall accrue interest at a rate of 15% per day or the highest rate allowed by law.
  3. Term and Termination. This Agreement shall commence on the date set forth in the work order or proposal and shall continue until terminated by either party upon thirty (90) days’ written notice to the other party. Either party may terminate this Agreement immediately if the other party breaches any material term or condition of this Agreement.
  4. Confidentiality. The IT Company agrees to maintain the confidentiality of all proprietary or confidential information disclosed by the Client, and to use such information only for the purposes of performing the Services. The IT Company shall implement reasonable security measures to protect such information from unauthorized access or disclosure.
  5. b. The IT Company warrants that the Services shall be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE IT COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
  6. Limitation of Liability. THE IT COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE IT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  7. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal action arising out of or in connection with this Agreement shall be brought in mediation first, then courts located in Contra Costa, California. All fees will be paid by the client.
  8. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, understandings, and agreements, whether written or oral.
  9. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, except that the IT Company may assign this Agreement to an affiliated entity or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
  10. Transfer Fee: Any services transferred out of Blackhawk MSP, LLC to another service provider or entity will incur a transfer fee of up to $5,000, or our hourly rate. This fee covers the costs associated with the transfer of service data, intellectual property, and any other relevant information or assets.
  11. Limitation of Liability: Blackhawk MSP, LLC shall not be responsible for any damages to any computer, network, hardware, software, operating systems, printers, or any other devices that may occur as a result of the services provided. The client acknowledges that there are inherent risks associated with any IT service and agrees to hold Blackhawk MSP, LLC harmless from any claims, damages, or expenses arising from such risks.
    In no event will Blackhawk MSP, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the Service.
  12. Hire Fee: In the event that the client hires an employee who was referred or sent by Blackhawk MSP, LLC for any position within the client’s organization, the client agrees to pay Blackhawk MSP, LLC a hire fee of $60,000. This fee is due within 30 days of the employee’s start date.
  13. Profit Margin: Blackhawk MSP, LLC is a for-profit company and reserves the right to add a profit margin to its services, labor, software sales, and any other items or services provided.
  14. Amendment Clause: Blackhawk MSP, LLC reserves the right to change, modify, or amend these terms and conditions at any time without prior notice to the client. Any such changes will be effective immediately upon posting on Blackhawk MSP, LLC’s website or through direct communication with the client. It is the client’s responsibility to review these terms and conditions periodically for any updates or changes. Continued use of Blackhawk MSP, LLC’s services after any such changes shall constitute the client’s consent to such changes.
  15. Intellectual Property RightsAll rights, title, and interest in and to the Service, including all intellectual property rights, are and will remain the exclusive property of Blackhawk MSP and its licensors.
  16. User Responsibilities
  17. Account Security: You are responsible for maintaining the confidentiality of your account information and are fully responsible for all activities that occur under your account.
  18. Prohibited Uses
    You agree not to use the Service:
    In any way that violates any applicable national or international law or regulation.
    To exploit, harm, or attempt to exploit or harm minors in any way.
    To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.
    To transmit, or procure the sending of, any advertising or promotional material without our prior written consent.
  19. Disclaimer of Warranties: Our Service is provided on an “AS IS” and “AS AVAILABLE” basis. Blackhawk MSP makes no representations or warranties of any kind, express or implied, as to the operation of their services, or the information, content, materials, or products included on this Service.
  20. Force Majeure Clause: “Neither party shall be liable for any failure to perform its obligations under this agreement if such failure is caused by an event beyond its reasonable control, including but not limited to, acts of God, war, terrorism, civil unrest, pandemic, natural disasters, fire, explosion, governmental action, or any other event that is beyond the control of the affected party (a ‘Force Majeure Event’). Upon the occurrence of a Force Majeure Event, the affected party shall promptly notify the other party and shall use its best efforts to resume performance as soon as reasonably possible. If the Force Majeure Event continues for a period exceeding 120 days, either party may terminate this agreement upon written notice to the other party.”
  21. Independent Contractor: The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
  22. Microsoft Office and M365: The Service Provider agrees to provide the Client with Office 365 and Microsoft 365 (M365) services (“Services”) as described in Exhibit A attached hereto. The term of this Agreement shall be for one (1) year from the Effective Date (“Term”). This Agreement shall automatically renew for subsequent one (1) year terms unless either Party provides written notice of its intent not to renew at least twelve (12) months prior to the end of the then-current Term.

Service Rate: The service is billed at a rate of $175 per hour, in two hour increments.

  1. Minimum Billing: A minimum of 2 hour increments will be billed for any service provided, regardless of the actual time spent on the service. If the service exceeds 2 hours, billing will be billed another 2 hours. This includes meetings, phone calls emails, and verbal conversations.
  2. Payment Terms: Payment is due upon receipt of the invoice. Invoices will be issued upon completion of the service. Late payments may incur additional charges as stated in section 2.
  3. Scope of Service: The service provided will be as described in the service agreement or work order. Any additional services requested outside of the agreed scope may incur additional charges.
  4. Amendments: These terms and conditions may be amended or modified at any time by the service provider, with notice provided to the client.
  5. Acceptance: By engaging the services of the service of Blackhawk MSP, LLC, the client agrees to be bound by these terms and conditions.


Blackhawk MSP LLC, 2824 Bollinger Canyon Road, San Ramon, Ca 94583

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

You the Customer, Blackhawk MSP LLC, The IT Company