Terms and Conditions

Legal agreements for our various business products & services

Our Terms & Conditions for various OBM Products & Services are available below.

This Managed Services Agreement (the “Agreement”) is made this _____ day of _______________, 202__ by and between Ohio Business Machines, LLC, 1111 Superior Ave., Suite 105, Cleveland, OH 44114 (“Provider”) and _____________________________________________, ________________________________________________________________________ (“Client”).

Whereas Provider is a licensee of certain third-party owned technology and possesses other physical and virtual assets which allow it to perform the managed services described hereunder; and

Whereas Client desires Provider to provide certain remote and on-site managed services, network and server support that Client deems necessary to manage Client’s information technology, network, server and related information technology (the “Managed Services”) during the term of this Agreement and all subsequent, automatic renewals hereunder, Client and Provider hereby agree as follows:

1. Services; Payment Terms

Provider agrees to perform for Client the following Managed Services, effective ______________________________, and as more fully described herein. Client understands and agrees that certain fees paid to Provider under this Agreement may be subject to and include licensing fees for certain third-party licenses and that said fees may be passed through to, and paid by Client. Client understands that Provider does not govern or control such fees, and that increases in licensing fees (should they occur) shall be passed through to and paid by Client when incurred by Provider. OBM’s agreement and ability to perform the services described herein, including, but not limited to the initial set-up and ongoing monitoring are contingent upon Client providing OBM with prompt and complete access in and to Client’s server(s), network, facilities and equipment.

Monthly Managed Services Fees:1

(a) Network Equipment Support

for Devices at $ each = $

(b) Server Support (other than Exchange/SQL)

for Devices at $ each = $

(c) SQL/Exchange Server Support

for Devices at $ each = $

(d) Advanced Desktop/Laptop Computer Support

for Devices at $ each = $

(e) Mobile Device Management

for Devices at $ each = $

(f) Cyber Security

for Devices at $ each = $

(g) Data Back-Up Fee $

Monthly Managed Services Fee $

Initial Set-Up Remote Monitoring/Set-Up Fee:

In addition to the monthly Managed Service Fees identified herein, at the time of execution of this Agreement Client agrees to pay an initial remote monitoring set-up fee of $_______________ to Provider and for initial set-up of remote monitoring, preventative maintenance and equipment inventory necessary to Provider’s performance of Managed Services under this Agreement.

2. Services Included in Managed Services

Managed Services shall mean and include:

(a) Network Equipment Support: Which shall consist of all remote based labor related to maintaining, configuration, logging (if possible and appropriate) and monitoring of network equipment, including routers, firewalls, switches, spam filters, and other equipment

used to move, monitor or effect Ethernet traffic on Client’s local area network. Client agrees that it will maintain separate service or licensing agreements with these network device vendors. Network equipment support shall also consist of working with Client’s internet service provider (“ISP”) to maintain proper configuration of equipment at Client’s office, whether owned by Client or Client’s ISP and Provider will provide all services related to these products.

(b) Server Support: Which shall consist of all remote based labor related to maintain Client’s server operating system, programs included thereto, and additional programs identified and agreed upon by Client and Provider and which are subsequently installed. Client agrees that it will maintain separate service or licensing agreements with these software vendors. Provider will coordinate and provide all service related to these products. Classification as a server shall depend upon operating system and functional role, not physical form factor.

(c) Servers/Microsoft SQL Server or Exchange: Which shall consist of all remote based labor related to maintaining the Client’s specific software packages for any of the servers identified in Section 2(b). Client agrees that Client shall be responsible for maintaining all necessary service or licensing agreements with Microsoft.

(d) Desktop/Laptop Computer Support: Which shall consist of all remote based labor related to maintaining the computer or operating system, any program included in the operating system, and programs subsequently installed after the operating system. Client agrees that it will maintain separate service or licensing agreements with these software vendors. Provider will provide all services related to these products.

(e) Mobile Device Management: Which shall consist of all remote based labor related to the monitoring, managing and securing of mobile devices such as smart phones and tablets. Client agrees that it will maintain separate service or licensing agreements with the wireless carriers.

(f) Cyber Security: Which shall consist of all remote based labor related to the monitoring and managing of third-party software designed to protect against ransomware, cryptojacking, virus infection, phishing, data breach, and other currently known cyber security threats.

All managed services shall include unlimited remote and telephone support during normal business hours (Monday through Friday, 8:00 a.m. to 5:00 p.m., EST and excluding holidays). If ticket escalation is required as a result of remote consultation, OBM guarantees Client will receive a telephone call back within ninety (90) minutes or less. Any remote or telephone support outside of normal business hours will be billed to Client at the rate specified under Appendix B. Any requested or required on-site service visits during normal business hours will be billed to Client at the Standard Hourly Rate specified under Appendix B. Any requested or required on-site service visits outside of the normal business hours will be billed to Client at the Extended Hourly Rate for On-Site Support specified under Appendix B.

3. Additional Machines

Client may add services for additional servers, desktop PC’s, laptop PC’s or mobile devices by contacting the Client’s designated account representative at (216) 485-2000. Services for additional devices will result in additional charges to Client, and those charges will be calculated at the per-device rate specified under the Monthly Managed Services Fees contained herein. When Client adds additional devices, Provider will automatically add the monthly managed service fee associated with such device(s) to the client’s monthly invoice. Provider agrees to maintain all files evidencing the devices covered by this Agreement and to provide a summary of this information to Client, upon request.

4. Software Updates

Maintaining the systems described herein shall include applying all appropriate software and operating system updates in a reasonable amount of time. Provider shall determine when software updates are appropriate and what constitutes a reasonable amount of time. Client acknowledges that if Client requests updates that Provider in Provider’s discretion considers inappropriate or unsafe and before Provider deems such updates to be appropriate and safe, Provider is not responsible and specifically disclaims responsibility for the consequences of Client’s actions in this regard. Client agrees that Client may be charged at the Standard Hourly Rate or Extended Hourly Rate, as the case may be, for all labor related to remedy the consequences of Client’s actions in this regard. If Client performs or allows any other third party to perform maintenance on the equipment and systems identified in this Agreement, Provider shall not be responsible for the consequences of such action and Client may be charged at the Standard Hourly Rate or the Extended Hourly Rate, as the case may be, for all labor related to remedy the consequences of Client’s actions in this regard.

5. Reasonable Effort Support

Provider will make a reasonable effort to support products, services, and license entitlements within a client’s environment under the terms of this Agreement, however, limitations may apply in the support resources and tools available to Provider for products that are not part of Provider’s standard product mix. Provider will work with the primary vendors and partners to attempt to support those products and services, making one or more reasonable attempts within a reasonable allowance of time to resolve the issue, and perform basic troubleshooting to give Provider’s professional opinion on the cause of the issue if we are unable to resolve the issue. Reasonable efforts do not include factory resetting, rooting passwords, proprietary firmware updates, obscure configuration changes, modifications to the equipment, or any action that could render the product, service, or license inoperable or useless to Client. We reserve the right to refuse to enter into a partnership with or purchase support services from suppliers of products, services, and licensing we do not typically sell. Provider also cannot guarantee a resolution to issues that require support beyond a reasonable effort, specialized training, relationships, or other requirements that fall outside of Provider’s standard business practices and standard product offerings. Client agrees Provider will not be held responsible for damage or cost that arise from Provider’s attempts to provide support to products, services, and licenses that Provider does not typically sell. Client is encouraged to only purchase products and services through Provider so we can provide the highest level of customer service and support throughout their environment.

6. Monitoring Software and Reporting

In order to provide the services specified in this Agreement, Provider must install remote monitoring and management software on Client’s servers, desktop computers, laptop computers, mobile devices and additional equipment at Client’s office(s). Client grants permission to Provider to install all necessary remote monitoring and management software and equipment that Provider deems necessary to perform Provider’s obligations under this Agreement. Provider shall deliver to Client a report providing information on monitoring, security evaluation, malware, spyware and virus infection and other vulnerability events on a monthly or quarterly basis, as mutually agreed upon by Client and Provider.

7. Term of Agreement; Termination

This Agreement shall commence on the date set forth above and continue for a period of _______________ months. This Agreement shall renew automatically thereafter for additional and

identical term(s) and unless terminated in accordance with the terms of this Agreement. If Client terminates this Agreement prior to the expiration of the initial and/or any subsequent and automatically renewed term(s) of this Agreement, Client agrees that it shall remain responsible to pay to Provider all monthly fixed fees and related Managed Services contract fees until the end of the term of the remaining initial and/or subsequent term(s) of the Agreement (Ex., If Client enters into an agreement for a period of 12 months and terminates in month 3 of that term or any subsequently commenced 12 month term, Client shall remain responsible to remit all monthly fixed fees for related Managed Services for subsequent months, 4, 5, 6, 7, 8, 9, 10, 11, and 12 of the terminated contract term).

To terminate this Agreement, Client is required to provide written Notice to Provider of Client’s decision to terminate. All termination Notice(s) shall be submitted to Provider at least ninety (90) days prior to the proposed, effective date of termination or the termination will not be effective. Provider may terminate this Agreement by providing at least ninety (90) days written Notice to Client. Provider is not required to provide Notice of termination to Client where Provider terminates this Agreement as a result of Client’s failure to remit monies due under the Agreement to Provider and/or any other action or inaction on the part of Client which constitutes a breach of the Agreement. Upon termination of this Agreement for any reason, Provider’s obligations to Client under this Agreement shall cease, and Provider shall uninstall all remote monitoring and management software from Client’s equipment, together with any hardware owned by the Provider and installed at the Client’s premises. Client acknowledges that this may leave Client’s computers, operating systems, equipment and related software/hardware without adequate systems for updates to operating systems and virus scanning programs. Provider is not responsible for any damages or consequences resulting from the removal of remote monitoring and management software as a result of, among other things, the termination of this Agreement.

8. Nature of Agreement

This Agreement is intended to cover the maintenance of computer operating systems and software and hardware troubleshooting. It is not intended to cover (and does not cover) hardware replacements, materials, equipment, consumables, or any labor related to projects other than the proper maintenance of operating systems and software. Provider may, at its discretion replace hardware and equipment upon request of Client. Client is responsible for payment to Provider for the hardware and equipment and will be invoiced separately for this labor and service. Labor provided outside the scope of this Agreement will be billed to Client at the hourly rates contained within Appendix B.

9. Client Obligations

Client will cooperate with Provider in connection with Provider’s performance of this Agreement and (1) provide full and free access to Client’s equipment, (2) maintain adequate working space and facilities (such as electrical outlets within a reasonable distance from equipment etc.). Client shall obtain, keep and make available to the Provider machine readable copies of all programs, operating systems, drivers and data files relating to Client’s equipment and systems. Provider disclaims any and all liability resulting from Client’s inability to use Client’s machine readable data. Client shall not modify, create any derivative work of, or incorporate any other equipment into the network or any portion thereof. Provider shall not be responsible for any maintenance of, or the repair of problems or malfunctions caused by modification, alteration or enhancements made by Client or any third parties. Client’s obligations to cooperate with Provider shall include the obligation to cooperate with Provider’s responsibilities to uninstall and remove equipment upon termination of the Agreement.

10. Indemnification, Limitation on Liability, Choice of Law/Venue

Client represents and warrants that it understands and agrees that Managed Services provided under this Agreement does not constitute a guarantee of uninterrupted or error-free operation of Client’s information technology network, computers, operation systems and related equipment, data or technology. Client, on behalf of itself and Client’s owners, officers, directors and employees does hereby indemnify and holds harmless Provider and Provider’s owners, officers, directors and employees from any and all claims, demands, damages, causes of action, suits at law or equity and arising out of the acts of third parties or Provider’s performance under this Agreement, including, any claims for consequential damages, lost profits, lost business opportunities or other direct or indirect damages resulting from Provider’s performance and/or any network failures, server failures, hardware failures, data and data backup losses, hacking or cyber security related damages, acts of God and/or technology-related failures or losses of any kind and nature, including, failures, damages or losses occasioned by Provider’s third-party licensor and/or Client’s third-party licenses.

Client further represents and warrants that it understands and agrees that Provider has no responsibility for or liability to correct, validate, bring into compliance or remedy any problem with network programs, systems or equipment caused in whole or in part by the improper or inadequate installation of the Client or third parties, or any incompatibility of Client’s environment, hardware or software.

Client agrees that in the event of a breach of Provider’s performance under this Agreement, Client’s sole and exclusive remedy shall be limited to seeking the recovery of Client’s fees paid to Provider for services rendered under this Agreement. The parties agree that Ohio law shall govern any dispute between the parties concerning their performance under the Agreement and/or the subject matter of this Agreement, and that said dispute, should it arise, shall be litigated in the Cuyahoga County Court of Common Pleas, Cleveland, Ohio, which shall have exclusive subject matter and personal jurisdiction.

11. Assignment

Provider has the right to freely assign this Agreement. Client may not assign this Agreement without written permission on the part of Provider, which permission shall be at the sole and exclusive discretion of Provider.

12. No Modification

This Agreement (and the appendices and exhibits attached hereto) constitutes the complete understanding between the Parties, and this Agreement may not be modified unless in writing and signed by both parties.

Terms & Conditions


1. Purchaser understands and agrees that this order may be assigned, sold or otherwise transferred by OBM in whole or in part to a third party leasing company as a part of or in connection with Purchaser’s finance of the purchase hereunder, and that Purchaser shall be bound by and shall take any action necessary to complete the transaction contemplated herein, included but not limited to executing any standard form of lease documentation as required by such third party leasing company.


2. OBM will extend to Purchaser any manufacturer’s warranty applicable to the product, if any, as a part of OBM’s service obligation. OBM hereby disclaims all other warranties express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose. OBM shall not be liable for any consequential or incidental damages resulting from any breach of any term of this order.


3. Unless otherwise indicated herein, the contract prices identified herein for products and related services do not include charges for shipping, handling and delivery. In the event that Purchaser orders or receives products or services that require shipment and delivery, Purchaser agrees that it will be responsible for paying shipping and handling rates necessary to effectuate the delivery of said products and services.


4. Purchaser understands and agrees that certain fees paid to OBM under this order may be subject to and include licensing or subscription fees for certain third-party licenses or subscriptions. Purchaser understands that OBM does not govern or control such fees, and that increases in licensing or subscription fees (should they occur) shall be passed through to and paid by Purchaser.


5. Purchaser agrees that licenses and subscriptions shall automatically renew unless Purchaser notifies OBM in writing of its intent to cancel the license or subscription not less than 60 days prior to the expiration date provided to the Purchaser.


6. The terms of sale are EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS HEREIN CONTAINED. Any term or condition in any purchase order or other form in conflict with these terms and conditions is rejected and shall not be binding on OBM.


7. This Order and any and all Addendums and Exhibits attached hereto constitutes the entire agreement between the Purchaser and OBM related to the sale of any equipment or software or service or supplies and supersedes all proposals, oral or written, as well as all other communications between the parties relating to the subject matter of this order. No alteration or addition to this order shall bind OBM unless expressly agreed to in writing by the President of OBM.


8. All clerical errors contained in this order are subject to correction by OBM. Any installation or delivery date is only an estimate of the approximate date and is subject to change.


9. Any dispute arising out of or related to this order shall be resolved exclusively by the State or Federal Courts with jurisdiction in Cuyahoga County, Ohio, sitting without a jury.


10. Purchaser agrees to pay OBM all out-of-pocket costs, expenses, and attorney’s fees incurred by OBM in connection with the enforcement of any term or provision hereof, or in connection with any breach by Purchaser hereof.


11. Purchaser acknowledges that the individual signing this Agreement is duly authorized to execute the Agreement on Purchaser’s behalf.

Monthly Meter Plan.

For a period of five years following the date of installation, Purchaser agrees to purchase and OBM agrees to provide service for the equipment identified below, including all repair parts and labor necessary to maintain the equipment in normal operating condition. Purchaser shall pay OBM at the following cost per click, payable each month during the term hereof.

Purchaser agrees to purchase the aggregate minimum clicks per month. A “click” shall mean a reproduction of an image. Click charges are calculated based upon paper size. On a regularly scheduled cycle, OBM will clean the equipment and install developer provided by OBM at no extra charge. All parts, labor and supplies listed above will be provided during OBM’s normal business hours. In the event that OBM cannot repair the equipment within a reasonable time, OBM agrees to provide loaner equipment of comparable capacity and function until repairs can be made, at no additional charge. This Monthly Meter Plan shall automatically renew for an additional two year period unless Purchaser notifies OBM in writing of its intent to cancel the plan not less than 30 days nor more than 120 days prior to the expiration date hereof. Rates are evaluated and adjusted for market and cost changes annually.

Connectivity Support

OBM agrees to connect equipment to Purchaser’s network pursuant to the plan selected, for a minimum of one hour.

For a period of five years following the date of installation, Purchaser agrees to purchase and OBM agrees to provide connectivity support. Connectivity support includes basic installation and ongoing maintenance of connectivity features of the MFP, such as printing, scanning, and desktop faxing. Any failure of the MFP’s connectivity features which is caused by malfunction of the MFP or its accessories, or as a result of routine maintenance by OBM technicians is also covered under this program. MFP connectivity issues beyond the control of OBM are not covered under this program. Examples of issues not covered include but are not limited to any failure of customer’s network equipment, routers, servers, workstations, and internet services, or changes in customer’s network configuration.

Connectivity support does not cover the initial cost or replacement of any materials or equipment provided to the customer during the course of supporting MFP connectivity features. Time is billed in increments of 15 minutes, with a one hour minimum charge for all charges incurred. This program will automatically renew in accordance with the renewal terms of the Monthly Meter Plan. Purchaser understands and agrees that OBM’s connectivity support pricing and plan remain subject to future pricing and plan modifications and that OBM reserves the right to terminate the support plan if Purchaser exceeds 48 service calls on any individual machine during any consecutive twelve (12) month period. OBM shall advise Purchaser of all price increases, plan modifications and OBM’s decision to terminate the support plan at least thirty (30) days prior to any such price increase, plan modification or termination taking effect.

Additional Terms and Conditions

1. Purchaser understands and agrees that this order may be assigned, sold or otherwise transferred by OBM in whole or in part to a third party leasing company as a part of or in connection with Purchaser’s finance of the purchase hereunder, and that Purchaser shall be bound by and shall take any action necessary to complete the transaction contemplated herein, included but not limited to executing any standard form of lease documentation as required by such third party leasing company.

2. Purchaser understands and agrees that it is required to allow OBM to install FMAudit or provide OBM a valid email address dedicated to the subject equipment as well as provide OBM with remote or electronic access to the subject equipment and/or the Purchaser’s network in order for OBM to obtain meter reports under Purchaser’s Monthly Meter Plan. Purchaser shall be assessed an additional administrative fee of $75.00 per month per machine plus an estimated meter invoice if Purchaser fails to supply OBM with any meter reports and/or otherwise fails to provide OBM with remote or electronic access to obtain the meter reports required hereunder.

3. OBM will extend to Purchaser any manufacturer’s warranty applicable to the product, if any, as a part of OBM’s service obligation. OBM hereby disclaims all other warranties express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose. OBM shall not be liable for any consequential or incidental damages resulting from any breach of any term of this order.

4. Unless otherwise indicated herein, the contract prices identified herein for products and related services do not include applicable fuel surcharges or charges for shipping, handling and delivery. In the event that Purchaser orders or receives products or services that require shipment and delivery, Purchaser agrees that it will be responsible for paying shipping and handling rates necessary to effectuate the delivery of said products and services.

5. The terms of sale are EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS HEREIN CONTAINED. Any term or condition in any purchase order or other form in conflict with these terms and conditions is rejected and shall not be binding on OBM.

6. This Order and any and all Addendums and Exhibits attached hereto constitutes the entire agreement between the Purchaser and OBM related to the sale of any equipment or service or supplies and supersedes all proposals, oral or written, as well as all other communications between the parties relating to the subject matter of this order. No alteration or addition to this order shall bind OBM unless expressly agreed to in writing by the President of OBM.

7. All clerical errors contained in this order are subject to correction by OBM. Any installation or delivery date is only an estimate of the approximate date and is subject to change.

8. Any dispute arising out of or related to this order shall be resolved exclusively by the State or Federal Courts with jurisdiction in Cuyahoga County, Ohio, sitting without a jury.

9. Purchaser agrees to pay OBM all out-of-pocket costs, expenses, and attorney’s fees incurred by OBM in connection with the enforcement of any term or provision hereof, or in connection with any breach by Purchaser hereof.

10. Purchaser acknowledges that the individual signing this Agreement is duly authorized to execute the Agreement on Purchaser’s behalf.

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