1.     Preferred Support Agreement
1.1.  BASIC BUSINESS SYSTEMS  and CUSTOMER agree that the following terms and conditions will apply to services under this Agreement, or to any other services that may be provided hereunder by BASIC BUSINESS SYSTEMS  via authorized Addendum to this Agreement, or to any CUSTOMER order accepted by BASIC BUSINESS SYSTEMS  to provide services.
1.2.  This Agreement shall remain in force beginning on the PURACHASE DATE and ending upon the expiration or usage of SERVICE PLUS minutes.      
2.     Reactive Problem Resolution and Troubleshooting
2.1.  BASIC BUSINESS SYSTEMS  will use its best efforts to address and correct within the timeframes set forth herein any unforeseen computer network problems that compromise CUSTOMER’s ability to conduct its business in a manner and to the standards required by CUSTOMER.
2.2.  BASIC BUSINESS SYSTEMS  shall provide CUSTOMER with 4-hour response to all requests for service. CUSTOMER is responsible for all surcharges for service provided outside normal business hours and specified in the following section.
2.3.  Services shall consist of BASIC BUSINESS SYSTEMS  providing assistance to CUSTOMER in the resolution of network and/or network related problems via either telephone support, dial-up support using remote control software on-line, or on-site service. 
2.4.  BASIC BUSINESS SYSTEMS  shall act as a liaison between CUSTOMER and designated software and hardware  manufacturer(s) for problem resolution.  In the event services are required from the manufacturer, it shall be the CUSTOMER's responsibility to pay the manufacturer for such services.  In the event a manufacturer provides BASIC BUSINESS SYSTEMS  with a "fix" and BASIC BUSINESS SYSTEMS  installs such fix, upon CUSTOMER request and BASIC BUSINESS SYSTEMS  acceptance, CUSTOMER will be billed by BASIC BUSINESS SYSTEMS  for such installation service at its then current hourly rates and terms in effect.
3.     Charges
3.1. BASIC BUSINESS SYSTEMS will charge CUSTOMER for the agreed upon amount specified in the current PRICE LIST.  BASIC BUSINESS SYSTEMS shall accumulate and offset charges for services only at the agreed upon rates in the current PRICE LIST. 
3.2.  BASIC BUSINESS SYSTEMS  will provide the following staffing resource to CUSTOMER at the agreed upon hourly billing rates, herein referred to as Preferred Support Rate. Pre-paid blocks of time are referred to as Service Plus Rates.  Pre-paid blocks of time expire after 5 years from the DATE OF PURCHASE.
3.3.  Upon the Preferred Support Agreement amount being fully consumed by actual charges incurred by CUSTOMER at the Preferred Support Rate, BASIC BUSINESS SYSTEMS  will automatically invoice CUSTOMER for the amount specified in section 3.2 above to replenish this Preferred Support Agreement, unless agreement is terminated by CUSTOMER.  Failure by CUSTOMER to replenish this Agreement results in automatic termination of this agreement. 
3.4.  Service and charges not covered under this Preferred Support Agreement, or other written agreement, shall be charged to the customer at BASIC BUSINESS SYSTEMS’ standard billing rates.
3.5.  All rates in this Agreement are based upon services provided during normal business hours defined as Monday – Friday, 8am – 5pm.   Rates begin when service personnel leave the BASIC BUSINESS SYSTEMS dispatch center and continue until the engineer or technician has completed the call.

*Prearranged Service only, must be booked during regular business hours.
3.6.  BASIC BUSINESS SYSTEMS  will invoice for out of the ordinary travel incurred on behalf of and at the direction of the CUSTOMER.   This would include attending meetings on behalf or as a representative of the CUSTOMER, or any other activities where BASIC BUSINESS SYSTEMS service person is requested to go to a non-service activity on behalf of or at the direction of the CUSTOMER. Expenses that will be collected include mileage expenses, lodging, and other incidental travel expenses. 
3.7.  There shall be added to the charges due an amount equal to all taxes based upon all services, equipment, hardware, software, freight and other applicable charges.  This includes all Provincial and Federal sales and use taxes based on gross revenue, and any taxes or amount in lieu thereof paid or payable by BASIC BUSINESS SYSTEMS in respect to the foregoing.
4.     Customer Responsibilities
4.1.  To request service, CUSTOMER shall call BASIC BUSINESS SYSTEMS  between the hours of 8:00a.m. and 5:00p.m. Pacific Standard Time; excluding statutory and company holidays.
4.2.  CUSTOMER agrees to allow BASIC BUSINESS SYSTEMS  service engineers or its subcontracted service technicians reasonable access to the premises and facilities where the CUSTOMER equipment is located.  CUSTOMER agrees to provide an adjacent work area that includes adequate lighting, power outlets, a telephone line and at least one data transmission line, if applicable, for troubleshooting and testing communications.
4.3.  It is the responsibility of the CUSTOMER to ensure that prescribed backup operations performed by the CUSTOMER are adequate.  BASIC BUSINESS SYSTEMS will not be responsible for CUSTOMER's failure to do so, nor for the cost of reconstructing data stored on disk files, tapes, memories, etc., lost during the performance of service performed hereunder.
4.4  CUSTOMER agrees to not disclose their network passwords or allow any other servicing agent or unauthorized person to log on to the network while it is under the care and custody of BASIC BUSINESS SYSTEMS without prior written consent from BASIC BUSINESS SYSTEMS. Failure to comply will release BASIC BUSINESS SYSTEMS from any costs incurred directly or indirectly by CUSTOMER to have the network reconfigured or repaired.
5.     Default and Termination
5.1.  CUSTOMER, by written notice to BASIC BUSINESS SYSTEMS, may terminate this Agreement at any time and for any reason.  Any remaining balance on the Preferred Support Agreement will be forfeited by CUSTOMER unless otherwise agreed to by BASIC BUSINESS SYSTEMS in writing.
5.2.  BASIC BUSINESS SYSTEMS , by written notice to CUSTOMER, may terminate this Agreement within ten (10) days after written notice of any delinquency in the payment of any invoice amount.
5.3.  BASIC BUSINESS SYSTEMS , at its sole discretion, may terminate this Agreement if CUSTOMER: (a) becomes the subject of any proceedings under the Bankruptcy Act or other insolvency law, voluntary or involuntary, if such proceeding is not dismissed within ninety (90) days; (b) suffers a receiver to be appointed for its affairs or property; or (c) enters into an assignment, or other an arrangement, for the benefit of its creditors, or suffers an attachment against or a seizure of a substantial part of its assets, equipment or its parts and inventories.  However, CUSTOMER's responsibility for past due amounts shall survive each bankruptcy proceeding provided the acknowledgment of such liability by CUSTOMER will not affect the discharge of CUSTOMER regarding other general creditors.
5.4.  In the case of default by either party under this Agreement, the defaulting party will reimburse the non-defaulting party for all costs and expenses arising from the default, including reasonable legal fees if the non-defaulting party engages in legal counsel to preserve or enforce such rights under this Agreement, including the collection of any payments due.
5.5.  Termination of this Agreement will not adversely affect any right existing as the effective date of termination.  The rights and remedies provided under this Agreement are cumulative and in addition to any other rights or remedies available at law and in equity, and any other contract instrument or paper.
5.6  All Pre-paid blocks of time expire after 5 years from the DATE OF PURCHASE.
6.     Insurance Coverage
6.1.  BASIC BUSINESS SYSTEMS  shall maintain at its sole expense, commercial general liability insurance for personal injury and property damage; worker's compensation insurance as required by law; and automobile liability insurance.  At CUSTOMER’s request, BASIC BUSINESS SYSTEMS  further agrees to furnish CUSTOMER with certificates, including renewal certificates, evidencing such coverage within thirty (30) days of commencing performance under this Agreement, at every renewal and at other times as may be reasonably requested by CUSTOMER.
7.     Limitation of Liability
7.1  CUSTOMER agrees that BASIC BUSINESS SYSTEMS entire liability, and CUSTOMER exclusive remedy, with respect to any services(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount CUSTOMER paid for such service(s). We and our contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such jurisdictions, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data miss-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account identifier or password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement; (6) loss or liability resulting from the interruption of your network service. You agree that we will not be liable for any loss of registration and use of your domain name, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if BASIC BUSINESS SYSTEMS have been advised of the possibility of such damages.
8.     Indemnity
8.1.  Each party hereby agrees to indemnify and hold the other party harmless from and against any and all third party claims, demands, actions, losses, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or resulting from the performance, or lack of performance, of each party's activities under this Agreement except to the extent caused by either party’s negligence or wilful misconduct.
9.     Force Majeure
9.1.  BASIC BUSINESS SYSTEMS  shall not be liable for failure to perform any of its obligations under this Agreement during any period in which such performance is delayed by accidents beyond BASIC BUSINESS SYSTEMS's reasonable control, such as, but not limited to fire, flood, or other natural disasters, or, embargo, court order, riot, or other intervention of any government authority, provided that BASIC BUSINESS SYSTEMS  immediately notifies CUSTOMER of such delay.  If BASIC BUSINESS SYSTEMS's performance is delayed for these reasons for a cumulative period of forty-five (45) days or more from the date of such notice, CUSTOMER may terminate this Agreement by giving BASIC BUSINESS SYSTEMS  written notice and BASIC BUSINESS SYSTEMS  will reimburse CUSTOMER for any balance remaining on this Preferred Support Agreement.
10.     Notices
10.1.  All notices herein provided for or which may be given in connection with this Agreement shall be sent via regular mail, postage prepaid, or by facsimile.  If any such notice shall be given by CUSTOMER to BASIC BUSINESS SYSTEMS, it shall be addressed to:
Basic Business Systems (1995) Ltd
17688 – 66th Avenue, Suite 103
Surrey, BC     V3S 7X1 CANADA
11.1 General
11.1.   This Agreement shall be governed by the laws of the Province in which the service is provided and constitutes the entire Agreement between BASIC BUSINESS SYSTEMS and CUSTOMER with respect to furnishing of services hereunder. No provision of the Agreement shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is in writing signed by the party against whom it is sought to enforce the waiver, amendment or modification.
11.2.   The foregoing terms and conditions shall prevail notwithstanding any variance with the terms and conditions of any order submitted by the CUSTOMER for service hereunder.
Non-Solicitation Agreement
Unless otherwise mutually agreed to by both parties in writing, each party agrees not to either directly, indirectly, or through a third party with whom they have contact, solicit for employment any personnel of the other party’s during the term of a BASIC BUSINESS SYSTEMS Customer Support Agreement, a BASIC BUSINESS SYSTEMS  Installation Agreement, or other scheduled call for BASIC BUSINESS SYSTEMS service, and for a period of twelve (12) consecutive months (52 weeks) thereafter the end of the agreement or last service visit, whichever occurs last.
Remedy for violation of the terms of this section of the agreement may include, but are not limited to, the following: direct and indirect damage due to lost revenue, hiring and training of replacement employee(s), related legal fees and court costs.