Terms & Conditions

Engagement and Services

1. Engagement and Services. CLIENT hereby engages GOTHAM to provide consulting and managed services related to the design, implementation and ongoing support and assistance with CLIENT’s voice and data infrastructure, planning, disaster recovery planning technology systems, hereby listed as (the “Services”) on the terms and conditions set forth herein, and GOTHAM hereby accepts such engagement.

2. Compliance with Laws. GOTHAM will conduct the Services in accordance with all applicable federal, state and local laws, rules and regulations, and with the laws and regulations of any country in which GOTHAM performs Services for CLIENT.

3. Independent Contractor. In performing the Services, GOTHAM will be always acting as an Independent Contractor. In some cases, GOTHAM personnel will be acting as an agent of CLIENT in order to procure carrier, vendor or supplier pricing and seek to engage same on behalf of the client for best pricing and rapid provisioning. GOTHAM will have no power or authority to make any commitment or enter into any contract or agreement obligating or purporting to obligate CLIENT and neither GOTHAM nor any of its personnel will purport to have such power or authority. GOTHAM will be responsible for and will pay all federal, state, and local income taxes with respect to payments GOTHAM receives from CLIENT. GOTHAM may at times utilize the services of subcontractors to provide these services either directly to client, or in a white label offering under Gotham’s invoicing.

4. Cooperation. CLIENT will cooperate with GOTHAM to the extent that it is necessary to enable GOTHAM to provide the Services in a timely manner. GOTHAM will not be responsible for any inability to deliver the Services or to do so in a timely manner because of a delay by CLIENT or any failure by CLIENT to cooperate.

Fees and Expenses

1. Consulting Fees. In full consideration for the Services, CLIENT will pay GOTHAM consulting and services fees as per rates agreed upon between both parties from time-to-time and as described in our Scope of Work and/ or this Terms and Conditions document. CLIENT will pay all GOTHAM invoices within thirty (30) days of the invoice date.

2. Current Rates are ICB -please see Scope of Work for individual projects (2025)

3. Cloud Services. CLIENT may choose to leverage GOTHAM’s knowledge in procuring Cloud infrastructure services delivered from any of the available SOC2 data centers. Cloud services will be billed directly from the supplier as appropriate or within the scope of work but labeled separately from consulting services.

4. Expenses. CLIENT agrees to reimburse GOTHAM for actual and reasonable out-of-pocket expenses incurred by GOTHAM in providing the Services, to the extent that such expenses are approved in advance in writing (which may be by e-mail) by a representative of CLIENT. CLIENT will reimburse GOTHAM for expenses within thirty days of CLIENT’s receipt of each itemized invoice for such expenses except to the extent that any such expenses are disputed in good faith by CLIENT. This will include travel expenses, storage expenses, delivery expenses.

5. Taxes. The fees charged by GOTHAM do not include any applicable sales, use, excise, VAT, GST or other taxes or governmental charges (collectively, “Sales Taxes”) in connection with the services provided by GOTHAM. GOTHAM will list any Sales Taxes separately on each invoice, and CLIENT will pay all Sales Taxes at the same time it pays GOTHAM’s fees. GOTHAM will timely remit all Sales Taxes to the appropriate taxing authority.

Term and Termination

1. Term. This Agreement will be effective as of the Effective Date and will remain in effect until terminated in accordance with the provisions herein.

2. Termination by Either Party. Either party may terminate this Agreement with ninety (90) days written notice to the other party and may terminate this Agreement for cause or breach immediately. Upon such termination, CLIENT will have no further obligation to GOTHAM, except for any outstanding fees, reductions and expenses incurred before the effective date of termination.

3. Survival. Notwithstanding anything to the contrary set forth herein, the provisions of Sections 4(b), 5, and 8, and 9 below will survive any expiration or termination of this Agreement.

Ownership

1. GOTHAM will provide CLIENT such oral or written progress reports as CLIENT may reasonably request, from time to time or as designated by the scope of work.

2. All ideas, concepts, recommendations and strategies, and all written materials, including reports, artwork, presentations and other documentation (collectively "Work Product"), regardless of form, conceived of, generated or furnished by GOTHAM pursuant to this Agreement, and which are specific to CLIENT’s business, will be and remain the sole property of CLIENT. All written Work Product will be deemed “work made for hire” under the United States Copyright Law. The foregoing ownership obligations will not apply to information that is in the public domain or to information or “Work Product” that is independently developed by GOTHAM as a result of its own efforts and not as a result of the services provided to CLIENT pursuant to this Agreement or using any materials or other information provided on behalf of CLIENT. The foregoing will not apply to ideas, concepts, inventions, and strategies having general application in the information technology industry and which are not specific to CLIENT.

Confidentiality

1. Each party (the “Receiving Party”) will keep confidential, all Work Product and all information provided by the other party (the “Disclosing Party”) or its representatives pertaining to the Disclosing Party’s business, including but not limited to its relationships with its suppliers; its current and projected customer base and market share; its pricing, sales, product or promotional strategies and business plans and objectives; its general operations; and all other competitively sensitive, non-public or proprietary information obtained from or created for the Disclosing Party in the performance of the Agreement (all such information collectively referred to as “Confidential Information”). The Receiving Party specifically agrees that all such Confidential Information and Work Product will (1) be kept in confidence and not be disclosed to third parties without the prior written approval of the Disclosing Party, and (2) will not be used for the benefit of any other party, without the Disclosing Party’s prior written consent.

2. The Receiving Party will deliver all Work Product and Confidential Information (and any copies thereof or other materials or documents which refer to or incorporate such) to the Disclosing Party at the conclusion of this Agreement, or will destroy such Work Product and Confidential Information if so directed by the Disclosing Party. The Receiving Party will oblige each of its employees, representatives, agents and subcontractors, if any, to keep such Work Product and Confidential Information confidential in accordance with the foregoing requirements.

3. The foregoing confidentiality obligations will not apply to information that is in the public domain or to information that is independently developed by the Receiving Party as a result of its own efforts and not as a result of the services provided to Disclosing Party pursuant to this Agreement.

4. The Receiving Party shall promptly notify the Disclosing Party of (i) any breach of this Agreement by the Receiving Party or any of its representatives or (ii) any other misuse, misappropriation or unauthorized disclosure of any Confidential Information of the Disclosing Party of which the Receiving Party may become aware.

Service Level Agreements

1. GOTHAM will provide CLIENT with consulting and related support services for cost savings related services, on-site services, provider trouble shooting and support, vendor compliance, infrastructure design and support and all related capabilities on an as-required, contractual, project, or time and material basis. CLIENT can request services via email or phone and GOTHAM will provide services as needed.

2. GOTHAM will also provide consulting and communication related services for CLIENT including procurement and delivery of third party “Cloud” services, hosted voice and/ or internet services. These services will be available to CLIENT (except for scheduled maintenance) at the level of 99.9% availability and are based on the providers SLA by appropriate agreements.

3. GOTHAM may also provide CLIENT with general consultative related services, design services, cost savings retrospective audit services, on-site smart hands services and other services that are related to third parties. As such, GOTHAM will provide testing performed on a time and material basis or by contract on a pre-determined schedule with clients at the beginning of a maintenance agreement. Clients who do not maintain a maintenance agreement with Gotham will not have annual or quarterly disaster testing conducted by Gotham.

4. GOTHAM will use all reasonable means to provide CLIENT with the required services and desired response times.

Data Security

1. GOTHAM agrees to maintain the security of its relevant hosted/cloud infrastructure in a manner consistent with the security requirements appropriate for a consulting firm. Additional security capabilities outside of this standard may be purchased and implemented as a separate fee or service and only as per mutually agreed upon by both parties. Examples of extended security measures may be third party security monitoring services, SEIM technologies/services, third party penetration testing, specialty auditing software, third party security assessments, etc.

2. GOTHAM agrees that upon termination of this agreement and/or decommission of data containing infrastructure devices, CLIENT specific data will be removed and destroyed from GOTHAM infrastructure as per industry standard practices which may include disk destruction (shredding), and/or NIST or DoD data erasure standards.

3. GOTHAM agrees that upon termination of this agreement, GOTHAM will provide data transition assistance. As such, GOTHAM will provide services on a time and material basis to provide copies of CLIENT data as requested by CLIENT and/or its designated agent.

4. GOTHAM will provide written notice to CLIENT as soon as commercially reasonable; or for SEC regulated clients, as per the requirements set forth by the SEC in REG-SP (2023) related to any data security breach and will cooperate with CLIENT in the investigation and resolution of such breach.

Indemnity and Insurance

1. GOTHAM agrees to indemnify, defend and hold harmless CLIENT, its officers, agents and employees against all liability, loss and costs arising from actions, suits, claims or demands attributable solely and exclusively to the negligent acts or omissions of GOTHAM, and GOTHAM's officers, subcontractors, agents and employees, in performance of this contract. CLIENT agrees to indemnify, defend and hold harmless GOTHAM and its officers, agents and employees against all liability, loss and costs arising from actions, suits, claims or demands attributable solely and exclusively to the negligent acts or omissions of CLIENT, and CLIENT's officers, agents and employees, in performance of this contract.

2. GOTHAM hereby represents and warrants that it has, effective as of the date hereof, appropriate insurance coverage for its business and employees. In no event will either party be liable for any consequential, indirect, special, or punitive damages arising out of their business relationship with the other party. GOTHAM’s total liability to CLIENT under this Agreement will not exceed the total amount of fees paid by CLIENT in the preceding twelve (12) month period under this Agreement, except for in the case of GOTHAM’s gross negligence, willful misconduct or fraud.

Payment Terms

For all projects including cabling, infrastructure building, relocation related installations, and other projects requiring the purchase in advance of materials on behalf of client, the following payment terms will apply.

1. Unless otherwise stated in the scope of work, Materials and Labor will invoiced at One hundred percent (100%) of the materials upon engagement. Fifty percent (50%) of the total labor fee anticipated will be invoiced as a deposit for labor at the start of engagement. At the completion of the project, the balance of the labor fee, or Fifty Percent (50 % ) upon completion.

Change orders are to be paid for in full. Changes in drawings, including but not limited to material location. Modifications, moves, additions, or changes may generate a change order.

All payments are due to GOTHAM upon presentation. Payments received after the due date are subject to monthly late fees of one and a half percent (1.5%) of unpaid balance or $25.00, whichever is greater. Client’s payment obligations may extend beyond the end date of this Agreement. This constitutes the entire agreement between Client and GOTHAM. Any modifications must be executed in writing by both parties. Any dispute arising under this Agreement will be resolved by submitting said dispute to GOTHAM in writing for review. Should collection efforts become necessary, Client agrees to pay Gotham for all fees incurred in such efforts, including reasonable attorney’s fees and disbursements. This Agreement shall be governed according to the laws of the State of New York. Any suit or action relating to this Agreement shall commence in the State of New York.

Out of Scope Work

All equipment purchased by Gotham on client behalf will include a manufacturer warranty. Older equipment may no longer be covered under warranty and will be supported on a best effort basis or replaced.

The replacement or repair of hardware, or the reinstallation of a supported device with an expired manufacturer maintenance and/or support agreement, is considered outside of this Agreement.

All client equipment including laptops, servers and workstations, should be business-class machines from major manufacturers with volume license keys.

Customer Responsibilities for Onsite Work

• Plywood backboard in the IT room, as required
• All electrical requirements
• Any stub-ups, coring, penetrations, chopping, conduit, power poles, etc. required to allow IT cable to access freestanding furniture or locations that have no contact with a wall or column
• Coordination with the general contractor for access to drywall partitions for IT cable
• Provision of a sample COI for insurance purposes
• Power over Ethernet networking ports, as needed to test and install equipment
• Continuous access to the site for completion of work per the Scope of Work (SOW). This scope of work assumes continuous work until completion. Delays arising outside of Gotham’s control will be charged at the per diem rate for onsite work until work can commence.
• Fire relay
• Customer agrees to provide Gotham and Gotham-designated team members with the necessary site access

Assumptions

• All work during normal hours, 8 a.m.–4 p.m., Monday through Friday
• Unless otherwise specified, all cabling quoted will be white non-armored and shielded
• All work to be continuous with no phasing
• No patching or painting is included
• No fire stop included
• No scissor lifts or ladders over 12 feet
• No design drawings, engineering drawings, or as-built drawings
• No permits or special inspections

Project Management fees cover the following services unless otherwise stated. Work that does not specifically designate project management will not include the following unless stated in the Scope of work.

• Planning and/or review of architectural low-voltage plans
• Review with the GC regarding permits, COI, and workers’ compensation
• Construction meeting attendance on an as needed basis unless otherwise detailed in the SOW

Travel costs and per diem expenses apply to all work outside of New York City.

Storage of any equipment will have associated charges for storage and transportation.

Work that is not phased and has a work stoppage that is unrelated to Gotham delays, will incur daily per diem fees for time Gotham teams and/ or equipment is unable to be in use on customers behalf and also unusable for other client use during this time. The per diem fee is $1800 per man per day, and equipment rented on behalf of customer will be a pass-thru charge.

After Hours Support

Unless otherwise specified in this Agreement and SOW, remote after-hours support is outside the scope of this Agreement and will be performed on a best-effort basis. Unscheduled on-site after-hours support will be billed on a time-and-materials basis at two times our Preferred Rate.

Disclaimer

Except as expressly set forth in this agreement, the client agrees and acknowledges that: Gotham telecom, inc. Makes no representation or warranty to client, express or implied, with respect to the service, including any representation or warranty as to the condition, quality, fitness for use or for a particular purpose or merchantability of the service. Gotham telecom, inc. Does not warrant or represent that the service will be uninterrupted or completely secure, if Gotham telecom, Inc. Shall use commercially reasonable efforts to perform its services in a manner intended to protect the security of the client’s privacy, confidential information, and property. The client acknowledges that there are risks inherent in internet connectivity that could result in the loss of the client's privacy, confidential information, and property.

Gotham telecom, Inc. does not make any representation or warranty to client regarding the performance or use of any service, including that any service will be error-free or that Gotham telecom, Inc. Will be able to resolve any error in any service, if Gotham telecom, Inc. Agrees to perform the services under this agreement in compliance with applicable laws.

Gotham telecom, Inc. does not make any representation or warranty with respect to, and shall have no liability for, any equipment failure or damages incurred by client for any software or hardware purchased from or through Gotham telecom, Inc. Client’s only recourse for any such failure or damages is the applicable manufacturers or vendor’s provided warranties.

Miscellaneous

1. Amendments. This Agreement may not be amended or changed in any way unless such changes are in writing signed by the parties hereto.

2. Counterparts. This Agreement may be executed in one or more counterparts (and by different parties hereto on different counterparts), each of which will constitute an original but all of which when taken together will constitute a single contract. Delivery of an executed signature page to this Agreement by email will be as effective as delivery of a manually signed counterpart of this Agreement.

3. Non-Solicitation: Neither party will directly or indirectly hire or solicit any current employee and/or any employee who has left the counter party’s employment or contractual engagement within one year of such employment or engagement, without the original employer’s prior written consent. Should client solicit or hire independently any current employee or an employee who has left employment with Gotham within one year of such engagement, Client will be obligate to pay Gotham a conversion fee equal to 25% of the annual salary of that person within 30 days of hire date.

4. Entire Agreement. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating the subject matter hereof.