Acceptance of Terms
By accessing, purchasing, or using any services, products, or support provided by our managed services organization (hereinafter "the Company," "we," "us," or "our"), you (hereinafter "the Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must immediately cease use of all services and notify us in writing.
These Terms constitute a legally binding agreement between you and the Company. We reserve the right to update or modify these Terms at any time. Continued use of our services following notice of any such changes constitutes your acceptance of the revised Terms.
Description of Services
The Company provides managed IT services, technical support, infrastructure management, cybersecurity solutions, cloud services, hardware procurement and deployment, and related professional services (collectively, "Services"). The specific scope of Services provided to each Customer shall be as described in the applicable service agreement, statement of work, proposal, or work order entered into between the parties.
The Company reserves the right to modify, expand, or discontinue any Service offerings at its sole discretion, with reasonable notice to affected Customers where practicable.
Payment Terms
3.1 Payment Due at Time of Service
Unless otherwise specified on an invoice issued by the Company or set forth in a separate predetermined terms agreement executed in writing between the parties, all payment for Services is due at the time of service delivery. The Company reserves the right to withhold Services pending receipt of payment.
3.2 Invoicing and Billing Cycles
Where the Company elects to issue invoices, payment terms will be clearly stated on each invoice. Unless a separate written agreement specifies alternative payment terms, invoiced amounts are due and payable within thirty (30) days of the invoice date. Customers who have executed a predetermined terms agreement with the Company shall be subject to the payment schedule and conditions specified therein.
3.3 Late Payments
Any amounts not received by the Company by their due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of full payment. The Company reserves the right to suspend or terminate Services to Customers with outstanding overdue balances.
3.4 Disputed Charges
If you believe an invoice contains an error, you must notify us in writing within fifteen (15) days of the invoice date. Undisputed portions of an invoice remain due and payable by their original due date. Failure to dispute an invoice within the stated period shall constitute acceptance of the charges as accurate.
3.5 Taxes and Fees
All fees quoted are exclusive of applicable federal, state, and local taxes, duties, and levies. The Customer is responsible for payment of all such taxes associated with Services rendered, excluding only taxes based on the Company's net income. Where required by law, the Company will collect and remit applicable sales taxes.
Hardware Ownership and Title
4.1 Retention of Title
Any hardware, equipment, devices, or physical components (collectively, "Hardware") provided, installed, or deployed by the Company at the Customer's location or on the Customer's behalf shall remain the sole and exclusive property of the Company until full payment for such Hardware has been received and confirmed in writing by the Company.
4.2 Risk of Loss
Notwithstanding the Company's retention of title to Hardware prior to full payment, the Customer assumes all risk of loss, theft, damage, or destruction of Hardware upon delivery or installation. The Customer shall maintain adequate insurance coverage for all Hardware in its possession and shall promptly notify the Company of any loss or damage.
4.3 Customer Obligations Regarding Hardware
Until title to Hardware transfers to the Customer upon full payment, the Customer shall:
- Not sell, transfer, encumber, pledge, lease, or otherwise dispose of or convey any interest in the Hardware;
- Not remove, alter, or obscure any serial numbers, identification marks, or labels on the Hardware;
- Maintain the Hardware in good working condition, ordinary wear and tear excepted;
- Permit the Company reasonable access to inspect the Hardware upon request;
- Promptly notify the Company of any claimed lien, levy, or other encumbrance affecting the Hardware.
4.4 Return of Hardware
In the event of nonpayment, contract termination, or cancellation of Services, the Company reserves the right to retrieve any Hardware for which full payment has not been received. The Customer agrees to cooperate fully with any such retrieval and shall not obstruct or impede the Company's exercise of its ownership rights. Any costs associated with recovery of Hardware due to Customer non-cooperation may be charged to the Customer.
4.5 Transfer of Title
Title to Hardware shall transfer to the Customer only upon receipt by the Company of full and final payment for such Hardware, confirmed in writing. No partial payments or promises of payment shall constitute a transfer of title.
Service Cancellation and Termination
5.1 Cancellation at Company's Discretion
Any ongoing, recurring, or subscription-based Services provided by the Company are subject to cancellation, suspension, or modification at the Company's sole discretion. The Company may exercise this right for any reason, including but not limited to:
- Non-payment or repeated late payment by the Customer;
- Breach of any provision of these Terms or any applicable service agreement;
- Conduct by the Customer deemed harmful, abusive, or detrimental to the Company's personnel, systems, or reputation;
- Changes in the Company's service offerings, business direction, or operational capacity;
- Circumstances that render continued service delivery impracticable or commercially unreasonable.
5.2 Notice of Cancellation
Where reasonably practicable, the Company will provide the Customer with advance written notice prior to cancellation or suspension of Services. The required notice period, if any, shall be as specified in the applicable service agreement. The Company reserves the right to effect immediate cancellation or suspension in cases of material breach, security threats, or other exigent circumstances.
5.3 Customer Cancellation
Customers wishing to cancel ongoing Services must provide written notice to the Company in accordance with the cancellation provisions of their applicable service agreement. Early termination fees or other charges may apply as set forth in such agreement. Customers remain responsible for all charges incurred prior to the effective date of cancellation.
5.4 Effect of Termination
Upon termination or cancellation of Services for any reason: (a) all outstanding balances owed by the Customer become immediately due and payable; (b) the Company shall have no further obligation to provide Services; (c) the Customer's right to access and use any Company-managed systems, software, or resources shall immediately cease; and (d) the Company shall be entitled to retrieve any Hardware owned by the Company as described in Section 4.
Limitation of Liability
To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of goodwill, arising out of or in connection with these Terms or the delivery or failure to deliver Services, even if the Company has been advised of the possibility of such damages.
The Company's total cumulative liability to the Customer for any and all claims arising under or related to these Terms shall not exceed the total fees paid by the Customer to the Company in the three (3) months immediately preceding the event giving rise to the claim.
Indemnification
The Customer agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Customer's use of the Services; (b) the Customer's breach of these Terms; (c) the Customer's violation of any applicable law or regulation; or (d) any third-party claim arising from the Customer's actions or omissions.
Confidentiality
Each party acknowledges that it may receive or have access to confidential, proprietary, or trade secret information of the other party in connection with the provision or receipt of Services. Each party agrees to hold such information in strict confidence, to use it only for the purposes contemplated by these Terms, and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by applicable law.
Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the state in which the Company is principally located, without regard to its conflict of law principles. Any dispute arising out of or related to these Terms that cannot be resolved by good-faith negotiation shall be submitted to binding arbitration in accordance with the commercial arbitration rules of a mutually agreed arbitration body, unless both parties consent to resolution in a court of competent jurisdiction.
General Provisions
10.1 Entire Agreement
These Terms, together with any applicable service agreements, statements of work, or other written agreements executed by the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings.
10.2 Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
10.3 Waiver
No failure or delay by the Company in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. Any waiver must be made in writing and signed by an authorized representative of the Company.
10.4 Force Majeure
The Company shall not be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, cyberattacks, power failures, or telecommunications outages.
10.5 Contact Information
For questions or concerns regarding these Terms, please contact us through our official website or at the address listed on your service agreement or invoice.