10-28-24 CC Reg Mtg Agenda Packet0 P.Tors, Me
•
City CounciL ReguLar
City of Shorewood City Council Meeting Item
Title/Subject: Approve Contract with Blue Net Inc. for Managed IT Services
Meeting Date: October 28, 2024
Prepared by: Marc Nevinski, City Administrator
Attachments: None
Background
The contract with Blue Net, Inc. has been reviewed by staff and the City Attorney and is attached for
Council consideration. The contract is for three years with an automatic renewal. Termination
requires 90 days' notice. Monthly services include software licensing, back up, anti -virus, security and
support.
Financial Considerations
Blue Net's package is $2958 per month plus a one-time set up fee of $5900. There will be time and
material costs for services outside of the package, such as upgrades to network hardware, on -site
trouble shooting, or additional software needs. It is expected there will be some hardware purchases
required (firewall, switch) with this transition as much of Warner Connect's hardware was hosted off -
site and will no longer be available.
Action Requested
Motion to approve the attached agreement with Blue Net, Inc.
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PLAN, PLAN COMPONENTS, AND RATES: The following Plan/s, Plan Components and rates apply to the Plan/s:
Description
(+Ionthty Recurring
BlueAssure Plus User
BlueAssure Plus User
Description
BlueAssure Plus User- Onboarding
BlueAssure Plus User- Onboarding
BlueAssure Plan Activation
BlueAssure Plan Activation
Description
BlueSecure CyberSecurity Bundle - Per User - Tier I
(10 to 25 Users)
BlueSecure CyberSecurity Bundle - Per User - Tier 1 (10 to
25 Users)
Description
BlueSecure CyberSecurity Bundle - Per User -
Onboarding
BlueSecure CyberSecurity Bundle- Onboarding- Per User
Price Quantity
$129.00 17
LaLiI
Amount
$2,193.00
Price Quantity Amount
$100.00 17 $1,700.00
Each
$2,500.00 1 $2,500.00
Each
Price Quantity Amount
$45.00 17 $765.00
Each
Price Quantity Amount
$100.00 17 $1,700.00
Each
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A. ACTIVATION: An initial non-refundable activation charge will be included on the first month's billing.
B. ONBOARDING: An initial non-refundable onboarding charge of will be included on the first month's billing.
Any additional users, devices, or services added to a Plan after the initial onboarding may incur onboarding
charges at that time.
C. WORK OUTSIDE SCOPE OF PLAN: All services, benefits and/or components provided by Blue Net that are
outside the Location and/or scope of a Plan will be billed at Blue Net's current standard rates. Please refer
to Blue Net's rate sheet for a list of our current rates. Work outside of the scope of the Plans shall include,
but not be limited to, project -based work, development work, installation services (new or different
hardware or software), low voltage work, and hardware support for devices not specifically included in this
Plan.
D. SUMMARY OF INVESTMENT
Total Monthly Billing (Recurring): $2,958.00
Total Activation and Onboarding (One Time): $5,900.00
SUBTOTAL:
$8,858.00
*Subtotal does not include applicable sales tax
By signing below, Client agrees to all of the terms of the Plan/s for the Location/s listed above, including all
charges, according to all of the terms of a Plan and Our standard Tennis and :_ urid do n, .(check box acknowledging
you revievved the Blue Net standard Terms and Conditions), which apply to the Plans and all Services provided by Blue Net, Inc.
for Client. Any sales tax listed is only an estimate, Blue Net will assess final applicable sales and local taxes on the
invoice.
(Jennifer Labadie)
( Adam Wittke )
Company: City of Shorewood
Name: Jennifer Labadie, Mayor
Date: 10/28/24
Blue Net, Inc.
Name: Adam Wittke
Date:
CONTENTS
GENERAL..............................................................................................................................
3
1. DEFINITIONS AND INTERPRETATION.....................................................................
3
2. APPLICATIONS OF THESE CONDITIONS................................................................
5
3. TERM...........................................................................................................................
6
4. TERMINATION............................................................................................................
6
5. REPRESENTATIONS AND RELATIONSHIP OF PARTIES ......................................
7
6. CONSENT FOR ELECTRONIC COMMUNICATIONS ...............................................
7
7. NOTICES.....................................................................................................................
8
8. GOVERNING LAW......................................................................................................
8
9. SUCCESSORS AND ASSIGNS..................................................................................
8
10. NO RECRUITMENT...................................................................................................
8
11. UPDATES TO TERMS AND CONDITIONS..............................................................
9
12. ENTIRE AGREEMENT..............................................................................................
9
13. SURVIVAL.................................................................................................................
9
14. ELECTRONIC EXECUTION......................................................................................
9
GOODS AND SERVICES.......................................................................................................
9
15. QUOTES..................................................................................................................... 9
16. ORDERS....................................................................................................................
10
- 17. PRICING AND -RATES
18. SERVICES AND PLANS...........................................................................................
13
19. SUBCONTRACTING.................................................................................................
14
20. LICENSING AND SOFTWARE.................................................................................
14
21. DELIVERY, TITLE, AND RISK..................................................................................
15
22. RETURNS AND CLAIMS FOR GOODS AND SERVICES ........................................
16
23. COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE .............. 17
24. FORCE MAJEURE.....................................................................................................
19
25. PRODUCT SPECIFICATIONS...................................................................................
19
In these Terms and Conditions, the Rate Schedule and Quotes for Goods/Hardware/Software
and related Order; Install, Proposals/SOW, Plans, or other arrangement for Goods or Services
provided by Blue Net, Inc., the following words have the following meanings:
"After Hours" means from 5:00 PM — 8:00 AM Monday to Friday; weekends and holidays
"Blue Net" means Blue Net, Inc.
"Business Grade" means makes and models of a PC, notebook, workstation, server, or
networking component that is specifically designed and manufactured for business and not
general consumer use, including makes and models by Cisco, Lenovo, Dell, HP, and HPE, that
includes better build quality and components, additional security features, enhanced warranty,
published lifecycle terms and conditions, and professional and / or enterprise versions software
and operating systems
"Business Hours" means from 8:00 AM — 5:00 PM Monday to Friday, excluding holidays
"Client", "You" or "Your" means a person or entity who seeks or obtains a Quote for, or who
orders, Goods or Services from Blue Net, and includes both a person whose name is on the
Order or on an email attached to which is an Order, a person who places an order, and a person
on whose behalf an Order is placed or on whose behalf it appears and order is placed, and in
any case each of their heirs, successors and assigns
"Conditions" means these terms and conditions
"Contract" or "Agreement" means the pages detailing Client, Plan/s, Fees and other terms,
together with these Conditions and that which is referenced herein, that have been agreed to by
Client
"Early Termination Fee" means the fees specified for terminating a Plan prior to -the end of the
Plah's term. The standard Early Termination Fee is 50% of the remaining Term unless otherwise
noted
"Goods" means any goods and/or services sourced by Blue Net or provided by Blue Net in
connection with any such goods and/or services including computer hardware and Software and
any goods or services provided in connection with any of those things
"Order" means any order requested by Client to Blue Net for Goods or Services in any form
"HaaS" means Hardware as a Service, a bundling of hardware components and services into a
single offering, provided as a service with recurring fees
Interpretation of Terms
In these Conditions, the Rate Schedule and every Quote, Plan, contract, or other arrangement
for Goods or Services provided by Blue Net, unless the contrary intention is clear:
Words denoting the singular number only shall include the plural number and vice versa;
Reference to any gender shall include every other gender;
Reference to any statute, law or regulation shall include any amendment currently in force at the
relevant time;
Headings and words put in bold are for convenience of reference only and do not affect the
interpretation or construction;
All references to dollars ($) are to US dollars;
A reference to time is to US Central time;
A reference to an individual or person includes any kind of entity, including corporation,
partnership, joint venture, association, nonprofit organization, authority, trust, state or
government agency and municipalities, and vice versa;
A reference to a recital, Section, schedule, supplement or exhibit is to a recital, clause, schedule,
supplement or exhibit of or to these Conditions;
A recital, schedule, supplement or description of the parties forms part of these Conditions;
A reference to any agreement or document is to that agreement or document (and, where
applicable, any of its provisions), as amended, novated, supplemented or replaced from time to
time;
Where an expression is defined, another part of speech or grammatical form of that expression
has a corresponding meaning;
A reference to "includes" means includes without limitation;
A reference to "will" imports a condition not a warranty; and
A reference to bankruptcy or winding up includes bankruptcy, winding up, liquidation,
dissolution, becoming an insolvent under administration, being subject to administration and
the occurrence of anything analogous or having a substantially similar effect to any of those
conditions or matters under the taw of any applicable jurisdiction and to the procedures,
circumstances and events which constitute any of those conditions or matters.
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Unless otherwise agreed by Blue Net in writing, these Conditions are deemed incorporated in
and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every
data and or remove any Ctient-owned equipment. Client may retrieve Client data and
Client -owned equipment from the hardware associated with the Services and data center
only if Client has paid all charges for any post -termination use of the Services and all
other amounts due; and Blue Net will provide Client with Client data and Client -owned
equipment retrieval assistance at Blue Net's standard rates. Any additional post -
termination assistance from Blue Net must be by mutual written agreement of Blue Net
and Client, and may include additional months of service at Blue Net's standard monthly
rates.
5.1 Representations. Client acknowledges that no employee or agent of Blue Net's has any
right to make any representation, warranty or promise in relation to the supply of Goods
or Services other than subject to and as may be contained in the Conditions.
5.2 Relationship of the Parties. Blue Net and Client agree that neither party is an
independent contractor of the other, and neither party's employees will be considered
employees of the other for any purpose. These Conditions do not create a joint venture
or partnership, and neither party has any authority to bind the other with respect to any
third party.
6. CONSENT FOR ELECTRONIC COMMUNICATIONS
6.1 Authorization to Communicate Electronically. Client authorizes Blue Net, at our
discretion, to provide any and all updates, amendments, modifications, account
information, policies, terms, notices, invoices and other communications, (the
"Communications") to Client electronically. For any Communication regarding a Client
account (an "Account") that Blue Net provides to Client electronically, Blue Net has no
obligation to provide Client or any other owner or authorized signer on that Account
441t l a iJa;Jer COpV ofthat tdf f t,at Co`mnlunlcation unless and until consent for electronic
Comlilt lnications is v,!ithdray./n as described belov,.
6.2 Withdrawing Authorization. Client may withdraw Client's consent to receive
Communications electronically by providing notice to us. Client may telephone Client's
notice to us at 952-925-2583 or mail the request to us at Blue Net, Inc., 2915 Waters
Road Suite 105 Eagan, I`•'IN 55121. At Blue Net's discretion, we may treat an invalid email
address or the subsequent malfunction of a previously valid address as a withdrawal of
Client's consent to receive electronic Communications. Blue Net will not impose any fee
to process the withdrawal of Client's consent to receive electronic Communications. Any
withdra,,.,val of Client's consent to receive electronic Communications will be effective only
after BlUe Net has a reasonable period of time to process Client's withdrawal.
6.3 Obtaining Paper Copies. Client may obtain a paper copy of any electronic
Communication by printing it or by sending Blue Net a written request for a paper copy,
Blue Net may at any time update or change these Conditions by publishing the updated
Conditions on Blue Net's website. Client agrees that such will be sufficient notice of the updates,
and that Blue Net is under no other obligation to specifically notify Client of any variation to
these Conditions.
Each Plan together with these Terms and Conditions constitute the entire agreement between
the parties with respect to their subject matter and supersede all prior negotiations and
agreements between the parties, and waiver or modification hereto shall be valid unless in
writing and signed by the parties hereto. The scope of Services may be modified from time to
time by attaching a written amendment mutually agreed to and executed by both parties.
SURVIVAL
All accrued rights and obligations, and all terms of these Conditions shall survive expiration or
termination of this Agreement, including Sections 1-14, 41 and all terms requiring Client to pay
any fees for Services provided prior to the time of expiration or termination, or requiring Client
to pay an early termination fee, except for any provisions of the Agreement that by their nature
are clearly not intended to survive expiration or termination of the Agreement.
The parties agree that each part of this Agreement may be executed by electronic means. The
parties further agree that the electronic signatures appearing on each Plan and these Conditions
are the same as handwritten signatures for the purposes of validity, enforceability and
admissibility of each Plan and these Conditions.
UUT S
15.1 Validity and Effect. Quotes wilt only be valid for 7 days unless otherwise specified in the
Quote. A Quote is merely an invitation to Client to place an Order with Blue Net and the
acceptance of a Quote by Client will not create a binding contract between Client and
Blue Net.
15.2 Pricing. The price in a Quote may vary from an original request if there is any price or
product changes requested by Client. Blue Net reserves the right to alter prices in the a
Quote, as long as the Quote has not been accepted by the Client and Blue Net and made
part of a Contract.
which case the Order will be treated or deemed as if signed by or on behalf of Client by
the person whose name appears as the sender of the email or submitter of the form.
16.3 Reliance on Appearance of Validity. Absent actual knowledge to the contrary, Blue Net
may rely upon the apparent validity of an Order. If any Order is signed or sent by email
or approved by a named person, that person warrants that the Order is, and it is
acknowledged the Order is deemed to be:
16.3.1 signed by, and duly authorized by, both the person who signed the Order- and
the person who sent the email; and
16.3.2 duly authorized by the person on whose behalf the Order is placed or apparently
placed.
Acceptance and Orders. An Order has no effect unless or until it is accepted by Blue Net
in writing and, until Blue Net has received from Client payment in clear funds for the
16.4 Order and any related freight, delivery and (where applicable) in -transit insurance costs
in clear funds.
No Obligation to Deliver. Blue Net is not obliged to deliver any Order until Blue Net
have received payment in clear funds from Client for the Order, any related freight,
16.5 delivery and (where applicable) in -transit insurance costs or where Blue Net is unwilling
or unable to complete the Order for any reason, provided it refunds any payment made
by Client in respect of the Order.
Credit Checks. For the purposes of ascertaining the credit standing or history of a
prospective customer to whom Blue Net is considering extending credit or payment
16.6 terms, Client hereby consents to Blue Net undertaking a credit reference check in respect
to Client.
Cancellation of Orders. Blue Net will not cancel an Order unless Blue Net agrees to do
so in writing in Blue Net's absolute discretion. Client acknowledges that, among other
things, Blue Net cannot cancel an Order once a manufacturer or supplier has shipped the
16.7 relevant Goods, and that such shipment often occurs the same day as the Order is
-- placed. _
Processes and Procedures. Blue Net has processes and procedures that Blue Net
follows in the course of the provision of Blue Net's Services and the supply of Goods.
Client agrees to co-operate with Blue Net and to comply with such processes and
16.8 procedures as advised to Client from time to time.
17.10 Pre -Paid Blocks of Service. Where Client agrees to buy pre -paid blocks of Service
during a period ("Pre -Paid Blocks of Service" and "Period"), payment must be made in
advance for the Pre -Paid Blocks of Service at the rate applicable pursuant to the Rates
Schedule for all Services. Each such rate being less any discount agreed in writing
between Blue Net and Client in respect of the Pre -Paid Blocks of Service. Services
included in a Pre -Paid Block of Service rate during the Period:
17.10.1 are calculated in accordance with the applicable minimum time periods and
increments set out in the Rates Schedule; and
17.10.2 are only provided by Blue Net during the applicable Period. Where Services
are provided for a specified Period:
17.10.2.1 the Services remaining unused for that Period cannot be rolled
over into any subsequent Period; and
17.10.2.2 Blue Net is not liable to refund, re-imburse, pay damages or
otherwise compensate or indemnify Client in respect of those
unused Services.
18.1 Service and Plan Variations. Currently, Blue Net offers the Services and Plans referred
to in the Rates Schedule and any Plan Schedule. Blue Net may withdraw the provision of,
or vary the scope or terms of, or add to or change, the Services without notice to Client,
from time to time in Blue Net's absolute discretion.
18.2 Services outside of scope of Plan. Any work outside the scope of an agreed to Plan
that Client request and Blue Net perform will be paid for by Client at Blue Net's current
standard hourly rate for such service and may include trip charges. It shalt be invoiced
and paid in accordance with Section 39.
Modifications and Renewals. Plan upgrades, downgrades, and modifications are
-18.3 -
available, but must be mutually agreed upon in writing by Client and Blue Net. The
following will apply for certain changes to a Plan:
18.3.1 Changes to Components and Users. Any addition or subtraction to the number
of components and / or users covered by a Plan must be provided to Blue Net by
Client no later than the 14th day of each month to ensure correct invoicing. Any
addition or subtraction to the number of components and / or users received
after the 14th day of the month will be billed as received and will be adjusted in
the monthly recurring invoice on the following invoice. Blue Net may also run
audit reports on the systems associated with a Plan and may add additional
components and/or users to a Plan based on those reports, and adjust Plan
charges accordingly. An addendum to a Plan agreement will be provided to
20.4 Microsoft Licenses. Client's use of any Microsoft® software is governed by: (i)
Microsoft's license terms that appear at http://www.bluenetinc.com/license, for Client or
redistributable software, (ii) Microsoft's license terms at
http://www.bluenetinc.com/license for use of Microsoft software on the Blue Net cloud
under the license mobility program, and (iii) any use restrictions on Client use of the
Microsoft software as indicated in these Terms and Conditions or license reports such as
a limitation on the number of users (a "SAL" license).
20.5 Pricing. Blue Net may increase or decrease the price for software and/or licensing under
the Partner Programs at any time without prior notice to Client to reflect price changes
of licensors that are a part of the Partner Programs. Any increase or decrease will be
billed on the next invoices. Any price increase that takes place in between a bitting cycle
will be retroactively applied to the next billing cycle.
._ fI
[AiLYVEPRY, TITLE, A1,4D RISK
21.1 Delivery Liability. Blue Net wilt use all reasonable endeavours to dispatch Goods by the
due date, but do not accept any liability for non -delivery or failure to deliver on time
where this is caused by circumstances beyond the reasonable control of Blue Net's,
including, for example, due to failures in supply to Blue Net or delays caused by third
parties, such as delivery companies or manufacturers.
21.2 Availability to Accept Delivery. Client must be available to accept the Goods at Client's
nominated delivery address during Business Hours unless otherwise arranged.
Passing of Risk. Delivery is deemed to take place when the Goods are delivered to
21.3 Client's nominated address, whereupon risks of loss, breakage and all damage and all
other risks pass to Client. Nothing in this Section will affect title to the Goods.
Obligation to Insure. Client will ensure that Goods are adequately insured from the time
21.4 of delivery.
Retention of Title. Until Blue Net receives full payment in cleared funds for any moneys
21.5 due to Blue Net by Client on any account or for any reason:
21.5.1 title to, and property in, Goods supplied to Client remain vested in Blue Net and
does not pass to Client;
21.5.2 Client must hold those Goods as fiduciary and agent for Blue Net and must not
sell them;
21.5.3 Client must keep those Goods separate from other goods and maintain the
Goods and their labelling and packaging intact;
21.5.4 Where Client sells the goods in breach of these Conditions, Client is required to
hold the proceeds of any sale of those Goods on trust for Blue Net in a separate
different to what is described on the packaging or that the Goods are faulty, the Goods
may be returned.
22.5 Return Costs. Client will pay all costs and expenses incurred by Blue Net in arranging the
return of the Goods to a manufacturer or supplier and/or the cancellation of any related
services unless that manufacturer or supplier pays such costs.
22.6 Consequences of Use, Installation, Customization, or Sate. Client will indemnify and
hold Blue Net harmless in respect of all atlegations and claims in respect of Goods once
such Goods have been used, installed, customized, or re -sold by Client (without
prejudice to the recourse of such a customer to the manufacturer of the Goods).
23CO MPUTIEM UTILITY, FUNCTIONALITY ANID
23.1 Service limitations given the science of computing: Client acknowledges that a
reasonable incident of the Services may involve trial and error and that it is a science
applied often in novel or unknown circumstances and involving experiment. In particular,
Client acknowledges that the Services may involve tests, troubleshooting, advice and
recommendations that may prove incorrect or inappropriate, particularly in an attempt
to cure a problem Client is having. While Blue Net will make what Blue Net considers (in
Blue Net's absolute discretion) to be all reasonable endeavours to provide appropriate
tests, troubleshooting, sound advice and good recommendations in order to assist
Client, Client will always indemnify and hold Blue Net harmless in the provision of Blue
Net's Services to Client.
23.2 Reasonable Assistance Limits: Blue Net is only obliged to provide what Blue Net
consider, in Blue Net's absolute discretion, to be reasonable assistance in the
circumstances (including with the installation and customization of new software or
hardware for Client or any other Work) under any Plan and Client will pay for additional
_ work -at the Rates unless otherwise agreed. -Without limiting.the-discretion-of Blue Net to
determine what reasonable assistance is, normally, reasonable assistance is limited to
work done during Business Hours over a period of time not exceeding any period that
Blue Net has allowed or allows for the Work or has estimated or estimates the Work will
take, whether or not notice of the time allowed or estimated is given by Blue Net to
Client.
Recommendations, suitability, functionality, and fitness for purpose: The parties
23.3 acknowledge that: Blue Net may recommend that Client purchase Goods provided by
third parties from time to time; Recommendations may be made in situations where
Client has made known to Blue Net the purpose for which the Goods will be used or
some function sought to be fulfilled; Blue Net has no control over many factors involved
with the suitability, function or fitness for purpose of Goods in an existing or new -
IBIS IPCIMAZ
Blue Net and its affiliates will not be liable for any delay or failure to provide Goods, perform any
of the Services or other obligation under these Terms and Conditions where the delay or failure
results from any cause beyond Blue Net's reasonable control, including acts of God, labor
disputes or other industrial disturbances, supply chain issues, manufacturer and distributor
issues, systemic electrical, internet, telecommunications, utility failures, earthquake, storms or
other elements of nature, epidemics, pandemics, blockages, embargoes, riots, acts or orders of
government, acts of terrorism, or war.
25.1 Alterations to Specifications. Blue Net makes every effort to supply the Goods in
accordance with the Order however Blue Net may supply alternate Goods subject to
minor variations in actual dimensions and specifications where these are changed by the
manufacturer of the Goods after the Order date and before delivery.
25.2 Substitute Goods. If Blue Net cannot supply the Goods ordered by Client, Blue Net may
supply alternate Goods of equal or superior quality provided however that Client will not
pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.
26.1 Blue Net warrants the Services (and any components and other material provided
in connection therewith) only as expressly stated herein. THE LIMITED WARRANTY
EXPRESSLY SET FORTH HEREIN CONSTITUTES THE SOLE AND EXCLUSIVE
WARRANTY GIVEN BY BLUE NET WITH RESPECT TO BLUE NET SERVICES AND
GOODS. EXCEPT FOR SUCH LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN,
BLUE NET SERVICES ARE PROVIDED "AS IS" AND BLUE NET EXPRESSLY DISCLAIMS
ANY OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY. BLUE NET
EXPLICITLY EXCLUDES ANY WARRANTIES OF MERCHANABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, TITLt, NON -INFRINGEMENT OR QUIET ENJOYMENT.
26.2 Reliance on Manufacturer's Warranty: Client wit[ rely on the warranties provided by
the manufacturer of Goods supplied by Blue Net (where applicable) and will deal directly
with such manufacturer rather than Blue Net for all claims covered by such warranties.
26.3 No Claim for Manufacturer's Default: Client indemnifies and holds Blue Net harmless
in respect of the performance or otherwise, by any manufacturer of Goods supplied to
Client by Blue Net, of any of the obligations of such manufacturer in respect of such
Goods. This includes any damages or moneys due to Client arising under, or in
connection with, any breach by the manufacturer of any the manufacturer's warranties in
respect of the Goods.
CONNECTED WITH THE SERVICES EVEN IF BLUE NET IS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN ANY EVENT, BLUE NET'S MAXIMUM LIABILITY FOR ANY DAMAGES
ARISING OUT OF OR RELATED TO THE SERVICES SHALL BE LIMITED AS SPECIFIED
HEREIN.
27.2 Exclusion. Except as specifically set out herein and so far as may be permitted by law,
any term, condition or warranty in respect of the quality, fitness for purpose, condition,
description, assembly, manufacture, design or performance of the Goods or Services,
whether implied by statute, common law, trade usage, custom or otherwise, is hereby
expressly excluded.
27.3 No Liability for Program or Data Loss. Client indemnifies and holds Blue Net harmless
in respect of any allegation, claim, loss or expense of Client's or any third party for any
program or data loss or damage suffered by Client or that third party arising directly or
indirectly from the supply of the Goods or Services by Blue Net to Client. Client
acknowledges and agrees that Blue Net is not responsible and shall not be responsible
for maintaining integrity of Client's data. Unless expressly a part of a Plan, Client is
responsible for performing regular backups of its data and agrees that Blue Net shall not
be responsible for any failure to do so. Blue Net is not responsible for the cost of any
recovery, or any restructuring of data stored on disks or other media, or lost during the
course of performance of the Services.
Limit on Consequential Damage. Client indemnifies and holds Blue Net harmless in
27.4 respect of any allegation or claim as to any indirect or consequential losses or expenses
suffered by Client or any third party, howsoever caused, including but not limited to loss
of turnover, profits, business or goodwill or any liability to Client or any third party.
Limit on Damage from a Failure in Supply. Client indemnifies and holds Blue Net
27.5 harmless for any allegation or claim for loss or damage by Client or a third party where
Blue Net has failed to meet any delivery date or cancels or suspends the supply of Goods
or Services.
General Limit on Liability. Except as otherwise expressly stated in these terms and
conditions, Blue Net is not liable for any loss or damage of any kind however caused
27.6 (including, but not limited to, by the negligence of Blue Net) which is suffered or
incurred by Client in connection with:
27.6.1 Goods or Services provided to Client or any Work;
27.6.2 these Terms and Conditions;
27.6.3 Client's use of Blue Net's website (including the use of a credit card or other debit
device) or any linked website;
27.6.4 the non -availability of Goods or Blue Net's Services for any reason;
or Services that may be suitable for Client's purposes, or to confirm Client's requirements, to
anyone proposing to supply Goods or Services to Client, or to acquire Goods or Services on
Client's behalf, or in respect of enquiries relating to any of the foregoing. Otherwise Blue Net will
not disclose Client's personal information without Client's consent unless authorized by law.
Client's personal information will be held by Blue Net at Blue Net's Principal Place of Business
and Client can contact Blue Net to request to access or correct it. Blue Net relies on Client to
submit correct information and details where requested. Client accepts that Client may incur
additional expenses if Client submits incorrect information.
``L
Blue Net makes no representations or warranties in relation to information available on Blue
Net's website, including without limitation: (i) that the information on Blue Net's website is
complete or correct, or that Blue Net's website will be continuously available or free from any
delay in operation or transmission, virus, communications failure, internet access difficulties or
malfunction in hardware or software; and that Blue Net endorse any internet site linked to Blue
Net's website or any third -party products or services referred to on Blue Net's website.
31.1 SECURITY BREACH NOTIFICATION TO CLIENT. Blue Net shall notify Client of any
breach of Client data or any potential breach of Client data due to a security breach of
networks under the control of Blue Net or its service providers (prior to performing a risk
assessment) by telephone call as soon as reasonably possible and in all cases, within two
(2) business days of the first day on which any employee, officer, or agent of Blue Net
knows of such breach. Blue Net shall provide a written report to Client within three (3)
business days of verbal notice and shall, to the extent Blue Net is able to access such
data; include the identification of each person whose private or personal data has been,
or is reasonably believed by Blue Net to have been, accessed, acquired, used, or
disclosed during such breach. The v,!ritten report shall also include: (1) a brief
description of what happened. including the date of the breach and the date of the- -- y
discovery of the breach, if known; (2) a description of the types of data involved in the
breach (such as full name, social security number, date of birth, home address, account
number, or data code); (3) recommended steps that persons should take to protect
themselves from potential harm resulting from the breach; and (4) a brief description of
what the Blue Net is doing to investigate the breach, to mitigate harm to persons, and to
protect against any further breaches. Blue Net shall maintain evidence to demonstrate
that any required notification under this paragraph was made unless the Blue Net
determines that a delayed notice (as described in the next section) applies.
31.2 DELAYED NOTIFICATION TO CLIENT: Notwithstanding the section above, if a law
enforcement official states in writing to Blue Net that the notification to Client would
impede a criminal investigation or cause damage to national security, then Blue Net may
33.1.5 Professional Liability/Errors and Omissions Insurance with a minimum limit of
$1,000,000.
33,2 Insurance Certificate. Upon written request, Blue Net shall deliver to Client an insurer or
insurer's agent signed Certificates of Insurance as evidence that policies providing such
coverage and limits of insurance are in full force and effect and with insurers, having an
AM Best (A-) or higher rating. These Certificates shall provide that not less than 30
calendar days advance notice will be given in writing to Client of any cancellation,
termination, or material alteration of said insurance policies. Client (including all
subsidiaries and Affiliates), its officers, directors and employees should be added as
additional insureds on all policies, except Workers' Compensation and Professional
Liability and Blue Net's insurers shall waive all rights of subrogation against Client, its
subsidiaries, Affiliates, officers, directors and employees. Blue Net's insurance shall be
primary with no contribution by Client's insurance.
Client agrees to follow Blue Net's process for lodging of Service Requests as outlined in
Appendix A and or the Blue Net Welcome Packet.
Except as expressly provided in these Terms and Conditions, Client acknowledges that Client
bears the sole responsibility for the security of the information, data and content related to the
Services. Client agrees to implement security measures that are commercially reasonable for
Client's use of the Services, including encryption technologies, password and user ID
requirements, and procedures regarding the application of security patches and updates.
NEITHER BLUE NET NOR ANY OF IT EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES,
SERVICE -SUPPLIERS -OR LICENSORS WILL BE LIABLE FOR UNA-LITHO-RIZED ACCESS (E.G.,
HACKING) INTO THE CLOUD SERVERS OR CLIENT'S TRANSMISSION FACILITIES, PREMISES OR
EQUIPMENT, OR FOR UNAUTHORIZED ACCESS TO DATA FILES, PROGRAMS, PROCEDURES, OR
INFORMATION THEREON, UNLESS AND ONLY TO THE EXTENT THAT THIS DISCLAIMER IS
PROHIBITED BY APPLICABLE LAW.
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36.1 In order to provide Client with the agreed Service, Client agrees to give Blue Net access
to various items of Client's including but not limited to, equipment, people and sites as
and when required.
36,2 Client agrees to allow Blue Net to install software on Client's Equipment that allows Blue
Net's technicians to access Client's systems at any time. This software allows Blue Net to
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39.1 Invoicing and Payment. CLIENT AGREES TO USE, RECEIVE INVOICES, AND MAKE ALL
PAYMENTS HEREUNER USING BLUE NET'S PAYMENT PORTAL, AND ABIDE BY TERMS
FOR USING SUCH PORTAL. Blue Net's payment portal can be found HERE
(htti��:%,'i�ay.hlue�i� tinc.ccm). Such terms include providing a standard and backup form
of payment to which invoices can automatically be applied. Client will pay Blue Net all of
the charges and monthly fees for the Services as specified under any Plan it has selected,
or if no Plan is selected, at Blue Net's standard rates. All fees will be paid in advance.
39.2 Payment Due Date. Payment for the first month plus any onboarding and or activation
fees under any Plan will be due upon Client's signing such Plan agreement. Thereafter,
invoices for any Plan will be issued monthly from Blue Net on the 15th of each month and
Client will pay such invoices by the first of the following month.
Late Payment. If payment is not received by the first business day of the month, Client's
39.3 backup form of payment will automatically be billed for all amounts owing.
Taxes. Client will be solely responsible for any taxes associated with the Services,
39.4 including state, county, or local sates tax, which may be invoiced by Blue Net.
Recoveries. All legal and other costs and expenses incurred in connection with the
recovery of late payments will be added to the amount due by Client to Blue Net and will
39.5 be recoverable from Client, in addition to the original invoice cost. If Client default in
payment of any invoice on time, moneys which would have become due by Client at a
later date shall be immediately due and payable without any further notice to Client.
Collectively, all of these moneys are referred to in these Conditions as a "Sum Due".
Interest. In the event that any invoiced amount is not paid when due, Client will incur
interest charges on the delinquent amount at the rate of eighteen percent (18%) per
39.6 annum, beginning 5 business days after notice, until paid in full.
Application of funds. All payments of the Sum Due made by Client to Blue Net will be
applied as follows:
39.7 39.7.1 first in or towards payment of any costs (including legal costs), charges, expenses
or outgoings paid by Blue Net in relation to any dishonoured check fees,
collection costs or any other action taken by Blue Net for the recovery of any
amounts owing by Client to Blue Net;
39.7.2 secondly, in or towards payment of any interest due or payable hereunder, and
39.7.3 thirdly, in or towards payment of Client's debts to Blue Net in order from the
longest standing due to the most recently incurred.
40. LICENSING AND SOFTWARE
40.1 Software Use. Client indemnifies and holds Blue Net harmless against any claim,
allegation, loss, damage or expense arising directly or indirectly from:
40.1.1 any unauthorized Software use by Client;
40.1.2 any breach of any Software license in respect of Software provided to Blue Net by
Client to be installed on one of Client's computers;
40.1.3 otherwise as a result of Blue Net installing Software at Client's where Client is not
authorized to use the Software; and
40.1.4 any problem, defect or malfunction associated with any Software (or related
services) supplied by third parties.
Customer Provided Licenses. If Client uses any non -Blue Net provided software in
40.2 connection with the Services ("Client Software") Client represents and warrants to Blue
Net that Client has the legal right to use the Client Software in that manner. If Blue Net
has agreed to install, patch, or otherwise manage Client Software in reliance on Client's
license with a software vendor (rather than Blue Net's license with the software vendor),
then Client represents and warrants that Client has a written license agreement with the
software vendor that permits Blue Net to perform these activities. At Blue Net's request,
Client will certify in writing that Client is in compliance with the requirements of this Sub-
section and any other software license restrictions that are part of the Agreement and
will provide evidence of Client's compliance as Blue Net may reasonably request. If Client
fails to provide the required evidence of licensing within ten (10) days of written
demand, Blue Net may, at its option, either: (i) charge Client its standard fee for the use
of the software in reliance on Blue Net's licensing agreement with the vendor until such
time as the required evidence is provided; or (ii) suspend or terminate these Terms and
Conditions.
Custom Software. All copyright in custom software remains the sole property of Blue
Net's unless alternate arrangements are -made as part of a separate software agreement._
40.3 --
41.1 Warranty and Breach. Client warrants that any confidential information or intellectual
property (of any kind and in any form held) provided by Client to Blue Net belongs to
Client. Client indemnifies and holds Blue Net harmless for any allegations, claims, toss,
costs, or expenses in connection with a breach of such warranty by Client.
41.2 Confidential Information. Blue Net acknowledges that in the course of providing
Services to Client, Blue Net may learn from Client certain non-public personal and
otherwise confidential information relating to Client, including Client's customers,
Terms and Conditions. Upon request of the Discloser, an officer of the Recipient shall
also certify compliance with all such obligations.
41.6 Ownership and Protection. The Recipient agrees that the Discloser owns any and all
intellectual property rights, including patent, trademark, trade secret and copyrights, to
the Discloser's Confidential Information as well as any modifications, revisions,
continuations and/or improvements of the Discloser's Confidential Information made by
the Discloser or made by the Recipient as a result of having access to the Discloser's
Confidential Information. The parties acknowledge and agree that the Recipient does
not acquire any rights of any kind in the Discloser's Confidential Information by virtue of
these Terms and Conditions except for the limited right to use the Discloser's
Confidential Information in connection with the Services. As such, both parties shall take
all commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or
distribute any part or parts of such information in any form, to any person or entity, or
permit any of its employees, agents, or representatives to do so for any purpose except
unless permitted in writing by the disclosing party or as required by applicable law.