CALM COMPUTING LLC
PO Box 60
Leverett, MA 01054
(413) 548-5358
BREAK / FIX SERVICES AGREEMENT
1. Parties
This Break / Fix Services Agreement (“Agreement”) is entered into between Calm Computing LLC, a Massachusetts limited liability company (“the Company”), and ________________________ (“the Client”).
This Agreement governs all time-and-materials (“break/fix”) services provided by the Company unless superseded by a separate written agreement.
Each agreement offered by the Company defines a distinct scope of services. Services provided under one agreement do not extend to or modify services under any other agreement unless expressly stated in writing.
2. Nature of Services
The Company provides technology support services on a reactive, as-requested basis. Services are performed only when requested by the Client and may include troubleshooting, repair, configuration assistance, and general technical support.
This Agreement does not constitute a managed services agreement, retainer, or ongoing support arrangement.
The Company does not provide continuous monitoring, proactive maintenance, or guaranteed availability under this Agreement.
Services are scheduled based on availability at the time of request. The Company does not reserve time, capacity, or priority for the Client under this Agreement. The Company is not obligated to provide services within any specific timeframe.
3. Scope Limitations
Services under this Agreement are limited to the specific tasks requested by the Client at the time of service.
Unless expressly agreed to in writing, the following are not included:
- Ongoing or proactive IT management
- Network or infrastructure management
- Server administration or monitoring
- Cybersecurity monitoring or incident response
- Backup or disaster recovery services
- Compliance services (HIPAA, PCI, etc.)
- Guaranteed response times or service levels
Any additional or expanded work may require a separate quote or agreement.
4. No Guarantee of Outcomes
Technology systems are complex, and outcomes cannot be guaranteed.
The Company does not guarantee that services will:
- Resolve all issues
- Prevent future failures
- Prevent security incidents, data loss, or downtime
Services are provided on a best-effort basis using reasonable professional judgment.
5. Cybersecurity Disclaimer
No system or environment can be guaranteed to be fully secure. Cybersecurity threats may arise from user actions, software vulnerabilities, third-party services, or malicious activity.
The Company does not guarantee the prevention of:
- Malware or ransomware
- Unauthorized access
- Data breaches
- Security incidents
Cybersecurity services, monitoring, and training are not included unless expressly agreed to in writing.
Any security-related assistance provided under this Agreement is intended to reduce risk, not eliminate it, and does not constitute a warranty of security outcomes.
6. Backup and Data Protection
The Company does not provide backup or disaster recovery services under this Agreement unless expressly agreed to in writing.
The Client is solely responsible for:
- Maintaining current backups
- Verifying backup integrity
- Ensuring recoverability of data
The Company is not responsible for data loss, corruption, or inability to recover data except to the extent caused by gross negligence or willful misconduct.
7. Data Ownership and Access
All Client data remains the property of the Client.
The Company may access Client systems and data only as reasonably necessary to perform requested services. The Company does not host, store, or back up Client data unless separately agreed to in writing.
8. Remote Access Authorization
The Client authorizes the Company to install, maintain, and use remote access software on supported systems for the purpose of providing support services. The Company will access Client systems only at the Client’s request or with the Client’s knowledge and authorization at the time services are provided.
Remote access software is used solely to facilitate support and troubleshooting and does not permit unattended access without Client authorization. The Client may request removal of the remote access software at any time.
9. Billing and Payment
Services are billed on a time-and-materials basis at the Company’s then-current hourly rates.
- Time is billed in 15-minute increments
- Minimum service charges may apply
- Invoices are due upon receipt unless otherwise stated
Unpaid invoices may result in suspension of services.
On-site services, if requested, are billed at the Company’s then-current on-site service rate and may be subject to minimum service charges and reasonable travel time.
Break/fix services are billed at standard time-and-materials rates and do not include discounted or bundled pricing.
9.1 Minimum Charges and Billable Communications
Remote support services are subject to a minimum charge of thirty (30) minutes per support request, billed in 15-minute increments thereafter.
On-site services are subject to a one (1) hour minimum, billed in 15-minute increments thereafter, and may include reasonable travel time.
Billable time includes all time spent performing services on the Client’s behalf, including but not limited to troubleshooting, research, documentation, coordination with vendors, phone calls, and written communications such as email or messaging related to a support request.
9.2 Hardware and Software Procurement
At the Client’s request, the Company may assist with the procurement of hardware, software, licenses, subscriptions, or related technology products for business use.
All purchases are subject to product availability, vendor pricing, and manufacturer or publisher terms at the time of order. The Company does not manufacture the products supplied and does not provide warranties beyond those offered by the applicable manufacturer, publisher, or vendor.
For procurement orders totaling more than $2,000, the Client is required to provide a deposit equal to fifty percent (50%) of the total purchase price prior to order placement. The remaining balance is due upon delivery or invoicing, unless otherwise agreed in writing.
Special-order items, custom configurations, subscription commitments, or non-returnable products may require full prepayment. Deposits for such items are non-refundable once an order has been placed.
The Company is not responsible for manufacturer delays, shipping issues, licensing disputes, product defects, or warranty claims, which remain the responsibility of the applicable manufacturer, publisher, or vendor.
10. Limitation of Liability
To the maximum extent permitted by law, the Company’s total liability arising out of or related to services provided under this Agreement shall not exceed the total fees paid by the Client to the Company for the specific services giving rise to the claim.
In no event shall the Company be liable for indirect, incidental, special, punitive, or consequential damages, including loss of data, loss of revenue, business interruption, or loss of use.
11. No Emergency or After-Hours Obligation
The Company does not provide emergency, after-hours, weekend, or holiday support under this Agreement unless separately quoted and agreed to in writing.
Response times are not guaranteed.
12. Digital Acceptance and Authorization
This Agreement may be accepted electronically. By requesting services, scheduling an appointment, authorizing work to proceed, approving remote access, or submitting payment for services, the Client acknowledges that they have read, understand, and agree to the terms of this Agreement.
Electronic acceptance, including email confirmation, text message approval, or other digital authorization, shall be considered valid and binding to the fullest extent permitted by law.
13. Term and Termination
This Agreement becomes effective upon the Client’s acceptance in accordance with Section 12 and remains in effect until terminated by either party.
Either party may terminate this Agreement at any time upon written notice. Termination does not relieve the Client of responsibility for unpaid charges incurred prior to termination.
Clients requiring recurring support, predictable access, or discounted rates may be better served under a support retainer or managed services agreement. The Company may recommend alternative service arrangements if break/fix usage becomes frequent or ongoing.
14. Governing Law
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles.
15. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding break/fix services and supersedes all prior discussions or representations.
This Agreement may be amended only in writing and signed by both parties.
v2026.01