Standard Billing Agreement and Fee Schedule (the “Agreement”), dated as of the Effective Date of the Managed Services Agreement, incorporated by reference, is between Valor Technologies LLC, a Wisconsin Limited Liability Company (the “Provider” or “We”), and You, the client.

Accordingly, the parties agree as follows:

1.  Understanding & Integration

We are pleased to have the opportunity to serve you. Our aim is to provide the highest quality solutions and the best service possible. Experience has shown that our relationship will be stronger if we begin with a mutual understanding about fees and payments.

2.  Definitions

“Managed Service” means any service Provider provides to Client that is constant or reoccurring in nature.

“Professional Service” is any service Provider provides to Client that is other than a Managed Service.

“Remote Support” means services that are performed from a physical location other than Client’s premises.

“Travel Zone” is the geographical zone within a thirty (30) miles radius of Provider’s headquarters located at N85W16186 Appleton Ave, MEnomonee Falls, WI 53051.

“Workstation” means any computer interface, laptop, tablet or similar devices that Client owns and uses in its course of business.

3. Billing Commencement & Third-Party Costs

3.1. Billing Start Condition.

Billing for Services shall commence upon the earliest occurrence of any of the following (“Billing Start Date”):

Billing will not be delayed due to Client-side readiness, internal delays, third-party dependencies, or partial deployment status, provided Provider is ready and able to deliver Services.

3.2. Third-Party Costs Disclaimer.

Provider shall not be responsible or liable for any costs, expenses, damages, claims, or fees incurred by any third party, including but not limited to vendors, service providers, contractors, or affiliates of Client, arising out of or related to the Services provided under this Agreement. Client acknowledges and agrees that any third-party products, services, or dependencies utilized in connection with Provider’s Services are outside of Provider’s control, and Provider shall have no responsibility for the performance, failure, or associated costs of such third parties. Under no circumstances shall Provider be liable for any charges, penalties, remediation costs, or other financial obligations imposed by or incurred through any third party, regardless of whether such costs arise directly or indirectly from Provider’s Services.

4. Fees and Costs

Client shall pay Provider Fees for all services rendered (“Fees”) and for any costs incurred in connection with provision of services or as provided for in this Agreement or in present or future agreements between the parties (“Costs”). Fees may be comprised of Provider’s standard hourly rates (see Section 5) and or service retainers (see Section 7). Fees may be charged on a monthly or one-time basis (the “Monthly Fee” and “One-Time Fee,” respectively). Monthly Fees or One-Time Fees, whether referred to individually or collectively, are the Provider’s Fees.

5.  Standard Hourly Rates

5.1.  Provider’s Normal Business Hours.

Provider’s business hours are 8 a.m. through 5:00 p.m., Monday through Friday (“Normal Business Hours”). Section 5.2 sets forth Providers rates during Normal Business Hours (“Standard Rates”).

5.2.  Standard Rates. 

6.  Non-standard Hourly Rates

7. Service Retainer Rates

7.1.  A “Service Retainer” is a Fee Client pays to Provider to secure Provider’s availability to provide professional services to the Client in the future and offers Client a reduced standard hourly rate for projects and professional services. Service retainers can only apply to individual Statements of work. Examples where Service retainer can be applied include, but are not limited to, one time compliance attestation, Exchange migrations, Server refresh, etc.. Payments for Service Retainers are due in advance of Provider initiating work. Service Retainers are considered earned in their entirety by Provider upon receipt.

7.2.  Service Retainers expire when the funds are depleted by Provider’s Professional Services, or after a period of two years from the date that payment is received. Once Service Retainers are expired, Provider will have no further duty to perform services until the Service Retainer is replenished.

7.3.  Reduced Service Retainer rates are effective only after payment is received by Provider.

7.4.  Service Retainer discounts do not apply to strategic staffing, hosting services, product purchases, software purchases, managed services engagements, or licensing purchases.

7.5.  There are no refunds on Service Retainers.

8. No-show Service Calls & Cancellation

8.1.  Service Call and Cancellation. Client may request of the Provider a site visit by a trained and certified technician to service, maintain, or resolve an issue (a “Service Call”). In these situations, the Provider will schedule with the Client to determine a mutually agreeable time when a technician will be dispatched to the Client’s site for a Service Call. Client may cancel a scheduled Service Call no sooner than one (1) hour prior to the scheduled Service Call appointment. 

8.2. No-Show. If Provider’s technician arrives to the Client’s site at the agreed upon date and time, and if the technician is unable to reasonably access the area requiring service, the technician will wait no longer than fifteen (15) minutes and thereafter the following will occur:

9. Managed Services Fees

All Managed Services rendered to Client are billed in advance. Fees and Costs for Managed Services will include a) any prorated Managed Services that were provided to Client prior to the first invoice for Managed Services, b) Fees for the first full month of Managed Services, and c) applicable one-time Costs associated with initiating and onboarding Managed Services (“Managed Service Fees”).  

10. Early Termination Fee

If for any reason—excepting “for cause” or mutual termination—Client terminates any current or subsequent agreement with Provider (for services or products) prior to the expiration of the initial term of the applicable agreement, Client shall pay an early termination fee equal to the average monthly fee commitment Client has made for the remaining portion of the then-applicable term, plus any additional costs Client may owe (the “Early Termination Fee”).

11. Manufacturer Restocking Fee

Client shall be responsible for paying any restocking fee a manufacturer or distributor charges to Provider as a result of a product return initiated by Client. All returns are subject to distributor and manufacturer approval and are subject to change without notice regardless of item status.

12. Invoicing & Billing Details

13. Payments

13.1. Payment Due Date.  Payment is due within fifteen (15) days of receipt of Invoice Date (“Due Date”).

13.2.  Accepted Payment Methods.  Unless otherwise agreed upon in writing, payment must be made to Provider through a client-initiated Automatic Clearing House (ACH) payment. ACH payments will be processed at the time of product delivery or at the end of approved credit terms, whichever is earlier. Payment by check is acceptable only when ACH payments are not available. Please make payment checks payable Valor Technologies LLC. Credit cards are NOT accepted.

13.3. Notice of Discrepancies.  Client shall notify Provider in writing of any billing discrepancies within five (5) business days of Invoice Date. If Provider does not receive written notice about the invoice within five (5) business days of the Invoice Date, Provider will assume Client has seen the invoice and finds it acceptable.

13.4. Late Payment Fee.   A 1% per month (12% per year) late payment fee will be assessed on any unpaid balance remaining after 30 days of Due Date.

13.5. Arrearages, Suspension of Services, and Indemnification. If any invoice remains unpaid for more than forty-five (45) days after the respective Due Date, Provider may cease performing services to Client until Client make arrangements with Provider, satisfactory to Provider in its sole discretion, for payment of arrearages. CLIENT SHALL INDEMNIFY AND HOLD PROVIDER HARMLESS FOR AND AGAINST ALL CLAIMS, CAUSES OF ACTION, EXPENSES, LOSSES, COSTS, OR FEES INCURRED BY CLIENT RESULTING FROM PROVIDER SUSPENDING SERVICES TO CLIENT UNDER THIS SECTION 13.5.

14. Down Payments

14.1. Down payment.  Depending upon the scope of the project, and at the Provider’s sole discretion, a down payment may be required.

15. Facilitating Transition of Services & Associated Costs

 If Client declines a renewal or extension of any current or future agreement between Client and Provider, Provider will assist the Client with the orderly termination and transition of Services, including timely transfer of the Services to another designated provider only if Client pays Provider the actual costs of rendering such assistance; provided, however, that the assistance and associated costs are pre-approved by Client. Actual costs could include but are not limited to: Training, data transfer, license transfers or equipment de-installation.

16. Delinquent Accounts

Occasionally, an account may become delinquent. Should this occur, the Provider has collection procedures, which it will follow to ensure that the account is satisfied and paid promptly. As such, the Client will be responsible for paying any costs, including reasonable attorney’s fees for claims or suits filed by Provider against the Client to collect any unpaid invoices.

17. Governing Law and Jurisdiction & Waiver of Jury Trial

This Agreement shall be interpreted and governed by the laws and statutes of the State of Wisconsin. In the event of a dispute that arises under this Agreement, it is agreed that all matters shall be tried in a state or federal court having jurisdiction in the State of Wisconsin. Each party consents to jurisdiction and venue of said courts.  Furthermore, Client and Provider, by this Section, waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties to this Agreement against the other on any matters whatsoever arising out of or in any way connected with this Agreement or to any billing disputes arising from Provider providing products or services to Client.