Terms of Service | Puzzle Piece Tech

Puzzle Piece Technologies ® Inc. provides services subject to the following Terms and Conditions:

Engaging in business with Puzzle Piece Technologies and/or paying any bill constitutes acceptance of these Terms and our rate for said services except insofar as otherwise specified in a written Letter of Engagement or Service Agreement agreed upon and signed by both parties. If such a separate Service Agreement exists, then the terms of that agreement shall take precedence over the terms outlined here, provided that the Service Agreement does not diminish the data protection standards required by applicable law. In the event of any conflict between the terms of such Service Agreement and the DATA PRIVACY & CCPA/CPRA COMPLIANCE section of this Agreement regarding the processing of Personal Information, the terms of the DATA PRIVACY & CCPA/CPRA COMPLIANCE section here shall prevail.

All hours are billed as follows: Onsite work is a two-hour minimum and starts from the time Puzzle Piece Technologies departs to the specified location to the time we leave the specified location. All other time is accumulated in 15-minute increments and is rounded up to the nearest fifteen (15) minutes. All time, including onsite work time, offsite work time, and travel time, is billed at 100% of rate during normal business hours and at 200% rate if the departure to or arrival at the work site occurs outside of business hours. Air travel longer than one (1) hour requires business class or above travel accommodations and hotel stay, to be reimbursed by you, the Customer, at actual cost inclusive of all taxes and fees.

Invoices will be sent on or about the 1st and 16th of every month and are due within fifteen (15) days of the invoice date unless otherwise specified. All payments will be applied to the oldest outstanding invoice. Invoices must be contested in writing within thirty (30) days of receipt. Failure to contest an invoice in writing within 30 days constitutes a waiver of any objection to the charges, and the invoice shall be deemed accepted and due. If you fail to pay on or before the invoice due date, any and all discounts will be voided and a late fee shall be applied each month thereafter.

Puzzle Piece Technologies may adjust rates upon thirty (30) days’ written notice. Continued use of services constitutes acceptance of new rates.

1. GENERAL: The preceding preamble including all the text above shall be incorporated into and is an enforceable part of this Agreement. This Agreement covers the administration and labor associated with standard maintenance of your computer and networking systems including major and minor overhauls, equipment, parts and supplies. Puzzle Piece Technologies shall not be liable for damage(s) or loss caused by third parties, operator error, use of unapproved equipment or software, infection by malware or ransomware, unforeseen disasters, acts of God or general misuse. Puzzle Piece Technologies will determine, acting reasonably and in good faith, whether any damage(s) are attributable to the conditions described above. Any work that requires specialized contractors or support will be billed directly by the contractor or by Puzzle Piece Technologies in conjunction with our normal billing. Payment for any items or services not covered under the scope of this Agreement is subject to Puzzle Piece Technologies’ standard payment term of net 15. If payment for such items or services is not made in accordance with Puzzle Piece Technologies’ payment terms, late fees will be applied, discounts will be voided, services may be suspended, and/or this agreement may be terminated with cause at the discretion of Puzzle Piece Technologies. Termination of this Agreement shall be governed exclusively by the CANCELLATION section below.

2. EQUIPMENT RELOCATION: You agree to pay for any expenses or labor relating to the uninstallation and reinstallation of systems by Puzzle Piece Technologies. Examples are moving vans, insurance, gas and other moving expenses. You agree to hold Puzzle Piece Technologies harmless for any damage to equipment occurring during transport.

3. SERVICE CALLS & RATES: Service calls can be made during Puzzle Piece Technologies normal business hours of Monday to Friday from 8:00 am to 5:00 pm. Service Calls outside of normal business hours or on weekends or holidays are billed at double the rate and/or a previously negotiated rate prior to commencing the work. In the event a service call begun during normal business hours extends past 5:00 pm, the work completed before 5:00 pm is billed at 100% of rate, and any work completed after 5:00 pm is billed at 200% of rate. You agree to validate parking and/or reimburse parking fees at its location for any service call Puzzle Piece Technologies performs.

4. SUPPLIES: IT-related supplies such as toner, mouse pads and cables will be procured by you or by Puzzle Piece Technologies on the condition of immediate reimbursement or will be charged to you as equipment sold at actual cost (inclusive of taxes, shipping, and handling) with a +20% margin. Title to all supplies furnished by Puzzle Piece Technologies shall remain with Puzzle Piece Technologies until said supplies are reimbursed or paid for. In the event you default or either party cancels this Agreement, all such supplies shall be immediately returned to Puzzle Piece Technologies or paid for by you. Additionally, Puzzle Piece Technologies reserves the right to charge a prorated amount for any unused consumables pursuant to Puzzle Piece Technologies’ standard formula for such proration. You hereby authorize Puzzle Piece Technologies to file any financing statements (UCC-1) or other documents necessary to perfect Puzzle Piece Technologies’ security interest in the supplies described herein. You agree to execute any additional documents reasonably requested by Puzzle Piece Technologies to perfect such security interest.

5. THIRD-PARTY VENDORS AND AGENCY:

(a) Limited Agency Authority. No partnership, joint venture, or general agency relationship shall exist between Puzzle Piece Technologies and any third-party vendor, service provider, or contractor. However, for the limited purpose of procuring, administering, modifying, or terminating services, equipment, software, licenses, and vendor agreements reasonably necessary to support your IT environment, Puzzle Piece Technologies shall have the authority to communicate with third-party vendors and to enter into, amend, or cancel agreements on your behalf.

(b) Client Responsibility. You agree to be fully responsible for all costs, obligations, terms, and conditions associated with any third-party services or agreements entered into by Puzzle Piece Technologies on your behalf. You acknowledge that billing and ongoing account management for such third-party services remain your sole responsibility. In the event that Puzzle Piece Technologies delivers a payment for third-party services, Puzzle Piece Technologies acts only as a payment forwarder on your behalf and holds no financial liability for the third-party service provider. You acknowledge that any payment forwarded by Puzzle Piece Technologies is made at your sole risk and that Puzzle Piece Technologies disclaims any duty to verify third-party service quality or continuity.

(c) No Warranty on Third Parties. Puzzle Piece Technologies shall not be responsible for the performance, work product, acts, errors, omissions, representations, warranties, breaches, or negligence of any such third-party contractors. Furthermore, Puzzle Piece Technologies assumes no liability for any personal injuries, death, property damage, or other damages resulting from the use of such third-party services.

(d) Discontinuation of Services. While Puzzle Piece Technologies may advise on the setup and management of third-party services, it is your responsibility to disconnect or discontinue any such services if desired. Puzzle Piece Technologies makes no warranty that services can or will be disconnected or discontinued and is not responsible if such disconnection fails.

(e) Independent Contractor Status. Any third-party contractor engaged to perform work under this Agreement is an independent contractor of you, the Customer, and has no authority to bind Puzzle Piece Technologies. Puzzle Piece Technologies shall not be liable for any acts, errors, omissions, or negligence of any such contractor(s) or for any damages or expenses resulting therefrom.

6. PHONE, WEBSITE, & PROGRAMMING SERVICES: Neither phone services, website services, programming/coding services, nor software development services are provided by Puzzle Piece Technologies under this Agreement. A third-party contractor may be procured to handle such services subject to the terms of the THIRD-PARTY VENDORS AND AGENCY section above.

7. CODE OF CONDUCT: You shall not allow any kind of unprofessional behavior, harassment, discrimination, physical or verbal abuse of Puzzle Piece Technologies staff or contractors. You shall encourage respectful behavior and take the appropriate measures necessary to correct and/or consequence your staff in the event they demonstrate any of the inappropriate behaviors described above. Puzzle Piece Technologies reserves the right to terminate this contract with cause should any of the above-mentioned behaviors or abuses be exhibited or continue to be exhibited without your taking corrective steps.

8. CANCELLATION: This Agreement shall remain in full force and effect until cancelled in writing by either party. You may terminate this Agreement with thirty (30) days’ written notice. If emailed, notice of cancellation must be sent to retention@puzzlepiece.tech to be effective. Puzzle Piece Technologies may suspend or terminate this Agreement immediately for cause, or without cause upon written notice, effective immediately or as specified in such notice. “Cause” includes, but is not limited to: delinquent payment or non-payment; breach of this Agreement; unsafe or hostile working conditions; failure to follow recommended technical guidance where such failure materially increases risk, liability, or operational instability; or where, in Puzzle Piece Technologies’ reasonable judgment and acting in good faith, the parties are no longer a suitable fit for continued business. Upon termination, no refund whatsoever will be due to you, except where required by law or explicitly agreed otherwise in a signed writing. All your outstanding balances shall become immediately due and payable.

9. LATE FEES, INTEREST, SUSPENSION OF SERVICE: Payment is due within 15 days of the invoice date. Any amounts not paid when due may result in suspension of services until all outstanding balances are brought current. A late fee equal to five percent (5%) of the outstanding invoice balance may be assessed once the invoice becomes fifteen (15) days past due. In addition, any unpaid balance may accrue interest at a rate of one and one-half percent (1.5%) per month (18% annually), or the maximum rate allowed by applicable law, whichever is less. Interest shall accrue on a non-compounding basis. Late fees are intended to reasonably estimate the administrative and financial costs incurred due to late payment and are not intended as a penalty. In the event the account is referred to collections or legal action is required, you agree to pay all reasonable costs of collection, including attorneys’ fees and court costs, to the extent permitted by law.

10. IT OPERATOR RESPONSIBILITIES: You may choose to appoint someone within your organization to be the IT Operator. The IT Operator acts as an onsite first responder and liaison for IT issues. Puzzle Piece Technologies may, at your request, assess and advise you of the IT Operator’s level of knowledge and suggest protocols for periodic maintenance and onsite response. These suggestions may include areas such as Active Directory, file permissions, accounting systems, healthcare systems, credit card processing systems, server rooms, backups (both local and remote), supplies, excess equipment, programming, and user creation. These duties carry a degree of confidentiality and/or skill that may or may not be suited for the person or persons appointed to the IT Operator position. Any IT Operator shall be exclusively your agent. No agency relationship shall exist between Puzzle Piece Technologies and the IT Operator. Puzzle Piece Technologies disclaims any and all liability or responsibility for the actions or inactions of the IT Operator.

11. RECONDITIONING/OVERHAUL: When Puzzle Piece Technologies has determined that a significant reconditioning or overhaul is necessary (beyond normal repairs or parts or software replacement) Puzzle Piece Technologies will submit a cost estimate of needed repairs so that the necessary financial consideration can be made before the start of the project.

12. EQUIPMENT ACCESS: It may be necessary for Puzzle Piece Technologies to leave equipment and/or tools behind at your place of business to effectively service your business. If items are left behind, you must provide Puzzle Piece Technologies access to those items within 24 hours of requesting it. If you fail to provide access, Puzzle Piece Technologies may charge you for the replacement of those items and/or a fee to recoup the loss of use. You agree to pay all such charges and fees immediately.

13. CYBERSECURITY & REGULATORY COMPLIANCE: Puzzle Piece Technologies is a Managed Service Provider. Cybersecurity and regulatory compliance are special services that reside outside the scope of the services Puzzle Piece Technologies provides. Puzzle Piece Technologies may suggest and encourage best practices but makes no guarantees as to their efficacy or as to any cybersecurity and compliance outcomes, nor does Puzzle Piece Technologies make any guarantee that your systems will be secure or compliant with any specific standard or regulation. Puzzle Piece Technologies will follow commercially reasonable security practices in the course of providing its services and will notify you of any material vulnerabilities or security incidents discovered during normal service delivery. This notification is a courtesy and does not constitute a warranty of system security by Puzzle Piece Technologies or a duty to perform penetration testing or any other testing. You remain responsible for determining and implementing any regulatory or compliance requirements applicable to your business and for engaging specialized providers where necessary. You agree to hold Puzzle Piece Technologies harmless for any damages caused by your organization’s lack of necessary security or regulatory compliance.

14. INTELLECTUAL PROPERTY: Puzzle Piece Technologies retains all ownership rights to its intellectual property, including but not limited to proprietary protocols, methodologies, diagnostic tools, scripts, manuals, templates, and documentation. To the extent any of these are used to provide you IT services, Puzzle Piece Technologies grants you a limited, non-exclusive, non-transferable right to use its intellectual property solely for the purpose of utilizing the services. You retain all ownership rights to your pre-existing intellectual property. You acknowledge that any third-party software installed or managed by Puzzle Piece Technologies is licensed to you by its respective vendor, not by Puzzle Piece Technologies. Puzzle Piece Technologies makes no representations or warranties regarding such third-party software or its licensing terms.

15. PAYMENT PROCESSING FEES: Certain payment methods, including but not limited to credit or debit card payments, may incur processing fees charged by third-party payment processors. Any such fees are determined and assessed by the payment processor and are disclosed to you at the time of payment. Puzzle Piece Technologies does not control, set, or retain these fees unless otherwise explicitly stated.

16. LIMITATION OF LIABILITY: To the maximum extent permitted by law, in no event shall Puzzle Piece Technologies be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of data, loss of profits, or business interruption, even if advised of the possibility of such damages. Puzzle Piece Technologies’ total cumulative liability arising out of or related to this Agreement shall not exceed the greater of: (a) the total amount of fees paid by Customer to Puzzle Piece Technologies Inc. during the six (6) months immediately preceding the event giving rise to the claim; or (b) the limits of Puzzle Piece Technologies’ applicable insurance policies in effect at the time of the event giving rise to the claim.

17. DISCLAIMER OF WARRANTIES: All computing systems are custom by nature, therefore all services and supplies are provided “as is” and “as available.” Puzzle Piece Technologies disclaims all warranties, express or implied, including but not limited to merchantability and fitness of supplies or goods for a particular purpose under the California Commercial Code, to the maximum extent permitted by law.

18. GOVERNING LAW, ARBITRATION: This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of California (exclusive of conflict of laws principles), and shall be deemed to be executed in Santa Clarita, California. In the event of any dispute, the parties shall first attempt in good faith to resolve the matter through informal discussions. If the dispute cannot be resolved, the parties agree to submit the matter to mediation before an independent mediator mutually agreed upon by the parties. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). Judgment on the arbitration award may be entered in any court of competent jurisdiction, including the Superior Court of Los Angeles County. The arbitrator shall have the authority to allocate the costs of arbitration between the parties. Any court proceedings related to enforcement of arbitration awards or otherwise permitted under this Agreement shall be held exclusively in the Superior Court of Los Angeles County system.

19. CLASS ACTION WAIVER: You expressly waive any right to class action or participation in class action as to any disputes arising out of this Agreement or of goods or services provided by Puzzle Piece Technologies under this Agreement.

20. CONFIDENTIALITY: Each party to this Agreement agrees to maintain in confidence and not to disclose to any third party or use for its own purpose or make any use of Confidential Information in any way, commercially or otherwise, other than as is reasonably required to provide services under this Agreement, the other party’s Confidential Information. “Confidential Information” means any information that is either (a) marked as “confidential” when provided to the recipient, or (b) should, at the time of receipt by the receiving party, reasonably be understood by such party to be confidential in nature. Each party acknowledges that Confidential Information constitutes a valuable proprietary asset and such party shall not obtain any right or license to any Confidential Information except for the limited right to use it to perform the services and deliverables provided for in this Agreement. Neither party shall allow any unauthorized person to access Confidential Information. Each party shall take all commercially reasonable action necessary to protect Confidential Information.

21. DATA PRIVACY & CALIFORNIA CONSUMER RIGHTS (CCPA/CPRA):

(a) Definitions and Scope. For purposes of this section, “Personal Information” shall have the meaning ascribed to it under the California Consumer Privacy Act of 2018 (CCPA), as amended by the California Privacy Rights Act of 2020 (CPRA). “Consumer” refers to the individual whose Personal Information is processed in connection with the Services. This section applies to all Personal Information collected, processed, or maintained by Puzzle Piece Technologies in the course of providing IT services to you, the Customer.

(b) Purpose Limitation and Collection Minimization. Puzzle Piece Technologies shall collect, use, retain, and disclose Personal Information solely for the specific, explicit, and legitimate purposes of providing the IT maintenance, support, and management services contemplated in this Agreement, analyzing data for system improvement, and engaging in other industry-standard practices. Collectively these purposes shall be referred to as the “Business Purpose.” Puzzle Piece Technologies shall not process, sell, or share Personal Information for any purpose incompatible with the Business Purpose, including but not limited to marketing, profiling for advertising, data brokerage, or training of external large language models (also known as “LLMs,” “artificial intelligence,” or “AI”) except where necessary for the provision of services and where such use is disclosed to Customer. Puzzle Piece Technologies shall collect only the minimum amount of Personal Information reasonably necessary to achieve the Business Purpose.

(c) Prohibition on Sale and Sharing of Data. Puzzle Piece Technologies does not sell Personal Information as defined under CCPA/CPRA. Puzzle Piece Technologies does not share Personal Information with third parties for cross-context behavioral advertising or for the purpose of linking Personal Information across different services. Any disclosure of Personal Information to third-party vendors (e.g., cloud hosting, backup providers) shall be strictly limited to the provision of services necessary to fulfill the Business Purpose. Such disclosures shall be governed by a written contract that prohibits the third party from retaining, using, or disclosing the Personal Information for any purpose other than providing the contracted service.

(d) Data Retention and Deletion Requirements. Puzzle Piece Technologies shall retain Personal Information only for as long as is reasonably necessary to fulfill the Business Purpose or as required by applicable law (e.g., tax or record-keeping statutes). Upon termination or expiration of this Agreement, or upon the Customer's written request, Puzzle Piece Technologies shall:

1. Securely delete or anonymize all Personal Information belonging to the Customer's employees, contractors, or end-users that is no longer necessary for the Business Purpose.

2. Provide written confirmation of such deletion within thirty (30) days of the request.

3. Retain only such data as is strictly required by law or necessary to resolve outstanding billing disputes, in which case such data shall be kept in a secure, isolated archive and not used for any other purpose.

(e) Cooperation with Consumer Rights Requests. Puzzle Piece Technologies agrees to cooperate with the Customer to facilitate the exercise of Consumer rights under CCPA/CPRA. Upon receipt of a verifiable Consumer Request (e.g., Right to Know, Right to Delete, Right to Correct) from the Customer acting on behalf of a Consumer, Puzzle Piece Technologies shall respond within the timeframe required by law. The Company shall provide the Customer with: (1) Categories of Personal Information collected, sources, and business purposes; (2) specific pieces of Personal Information collected (where technically feasible and not prohibited by security protocols); (3) Confirmation of deletion or correction of Personal Information. If a Consumer submits a request directly to Puzzle Piece Technologies, Puzzle Piece Technologies shall verify the request and, if valid, fulfill it or forward it to the Customer for resolution, as appropriate under the service relationship.

(f) Data Security and Breach Notification. Puzzle Piece Technologies shall implement and maintain reasonable security procedures and practices appropriate to the nature of the Personal Information to protect it from unauthorized access, destruction, use, modification, or disclosure. In the event of a confirmed security breach involving Personal Information, Puzzle Piece Technologies shall notify the Customer without unreasonable delay, and in no event later than seventy-two (72) hours after discovery, to allow the Customer to comply with the Customer’s own statutory notification obligations. The Customer shall indemnify Puzzle Piece Technologies for any fines, penalties, legal costs, or other damages arising from the Customer’s failure to implement data security measures or from the Customer’s own data processing violations.

(g) Non-Discrimination. Puzzle Piece Technologies shall not discriminate against the Customer or any Consumer for exercising their rights under the CCPA/CPRA, including by denying services Puzzle Piece Technologies would not have denied absent the exercise of rights, charging different prices than Puzzle Piece Technologies would have charged absent the exercise of rights, or providing a different level or quality of services than Puzzle Piece Technologies would have provided absent the exercise of rights.

(h) Service Provider Certification. By executing this Agreement, Puzzle Piece Technologies certifies that it understands the restrictions imposed by the CCPA/CPRA and agrees to: (1) Not retain, use, or disclose Personal Information outside of the direct business relationship with the Customer; (2) not combine Personal Information received from the Customer with Personal Information received from other sources, except as permitted by law; (3) assist the Customer in meeting its obligations under the CCPA/CPRA, including conducting risk assessments and audits if reasonably requested.

(i) Updates to Privacy Practices. Puzzle Piece Technologies reserves the right to update this section to reflect changes in applicable law or business practices. Material changes to data processing activities that affect Consumer rights will be communicated to the Customer in writing at least thirty (30) days prior to implementation.

22. ADDITIONAL TERMS AND CONDITIONS:

(a) Notices. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail, recognized courier service, or email.

(b) Force Majeure. Puzzle Piece Technologies shall not be deemed in breach of this Agreement or liable for damages if its performance of any obligation under this Agreement is prevented or delayed by causes beyond its reasonable control, such as acts or omissions of communications carriers, energy shortages or outages, strikes or labor disputes of others’ workforces, fires, floods, inclement weather, public health crises, acts of God, war, terrorism, civil disturbances, cyber-attacks, supply chain disruptions, or acts of civil or military authorities. In such an event, also known as force majeure, Puzzle Piece Technologies shall make every reasonable attempt to minimize delay or lack of performance. In the event force majeure continues longer than thirty (30) days, either party may terminate this Agreement immediately upon written notice.

(c) Independent Contractor. Puzzle Piece Technologies is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties, except agency for the limited purpose of product and service procurement as provided in THIRD-PARTY VENDORS AND AGENCY.

(d) Fair Meaning. This Agreement shall be construed as to its fair meaning and not strictly for or against either party.

(e) Non-Transfer. This Agreement is not transferable from or by you, the original Customer.

(f) Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

(g) Survival. Sections 14. INTELLECTUAL PROPERTY, 16. LIMITATIONS OF LIABILITY, 17. DISCLAIMER OF WARRANTIES, 20. CONFIDENTIALITY, and 21. DATA PRIVACY & CALIFORNIA CONSUMER RIGHTS (CCPA/CPRA) shall survive this Agreement’s expiration or termination.

(h) Entire Agreement. There are no other agreements between the parties hereto other than those specifically set forth herein. This Agreement constitutes the entire Agreement between you and Puzzle Piece Technologies related to the services and maintenance of your IT equipment, and all prior negotiations, Agreements (oral or written), or understandings are hereby superseded except for those that are a signed and fully executed Service Agreement with Puzzle Piece Technologies.

Puzzle Piece Technologies ® is a registered trademark of Puzzle Piece Technologies Inc.