Last Updated: January 1, 2026
- ACCEPTANCE OF TERMS
By engaging our services, purchasing equipment, or accessing our IT Managed Service Provider (MSP) services, you ("Client") agree to be bound by these Terms and Conditions. These terms govern all services provided including Endpoint Security, Cloud Backup and Recovery, and New Device Procurement.
- SERVICES PROVIDED
2.1 Endpoint Security
We provide endpoint security solutions including but not limited to:
- Antivirus and anti-malware protection
- Threat detection and response
- Security monitoring and alerts
- Patch management
- Security policy enforcement
2.2 Cloud Backup and Recovery
Our cloud backup and recovery services include:
- Automated data backup solutions
- Cloud storage management
- Disaster recovery planning and implementation
- Data restoration services
- Backup monitoring and reporting
2.3 New Device Procurement
We facilitate the procurement of new devices and equipment including:
- Hardware assessment and recommendation
- Vendor sourcing and price comparison
- Device ordering and delivery coordination
- Initial device configuration and setup
- NEW DEVICE PROCUREMENT - SPECIFIC TERMS
3.1 Estimates and Invoices
All estimates and invoices for equipment procurement must be accepted within 72 hours of issuance. This acceptance period is critical to securing equipment availability at the quoted price.
3.2 Equipment Availability
Equipment ordered after the 72-hour acceptance period is subject to change without notice due to vendor availability. This may result in:
- Price adjustments (increases or decreases)
- Specification changes
- Availability delays
- Alternative product recommendations
- Order cancellation if equipment becomes unavailable
3.3 Pricing
Pricing provided in estimates is based on current vendor pricing and availability at the time of quotation. We reserve the right to adjust pricing if:
- The estimate is not accepted within 72 hours
- Vendor pricing changes
- Equipment becomes unavailable and alternatives are required
- Market conditions significantly change
3.4 Payment Terms for Equipment
- Payment is required prior to equipment ordering unless otherwise agreed in writing
- Client is responsible for all costs associated with procured equipment
- Cancellation of equipment orders may result in cancellation fees from vendors, which will be passed to the Client
3.5 Returns and Final Sale
Equipment may be returned within 30 days of delivery subject to:
- Equipment being in original, unopened condition
- Manufacturer return policies and restocking fees
- Our approval of the return request
All sales are final once the 30-day return period has elapsed. After 30 days, no returns, refunds, or exchanges will be accepted. Any defects or warranty issues after this period must be handled directly with the equipment manufacturer.
- SERVICE AGREEMENTS AND SUBSCRIPTIONS
4.1 Service Term
Services are provided on a month-to-month basis or according to the term specified in your service agreement. Subscription-based services will automatically renew unless canceled according to Section 4.3.
4.2 Service Modifications
We reserve the right to modify, suspend, or discontinue any service with 30 days' notice to Client. Critical security updates may be implemented immediately without prior notice.
4.3 Cancellation
Either party may terminate services with 30 days' written notice. Client remains responsible for all charges incurred prior to the effective termination date.
- FEES AND PAYMENT
5.1 Service Fees
Fees for MSP services are billed according to the agreed service plan. Payment is due within 15 days of invoice date unless otherwise specified in your service agreement.
5.2 Late Payment
Late payments may incur a fee of 1.5% per month (or the maximum rate permitted by law) on outstanding balances. Services may be suspended for accounts more than 30 days past due.
5.3 Taxes
All fees are exclusive of applicable taxes, which will be added to invoices as required by law.
- CLIENT RESPONSIBILITIES
6.1 Access and Cooperation
Client agrees to:
- Provide necessary access to systems, networks, and facilities
- Designate authorized personnel for service communications
- Respond to service requests and information requests in a timely manner
- Maintain appropriate internet connectivity for cloud services
6.2 Data Backup Responsibility
While we provide backup services, Client maintains ultimate responsibility for their data. Client should verify backup integrity and maintain independent backup copies of critical data where appropriate.
6.3 Security Compliance
Client agrees to:
- Follow security best practices as recommended
- Not disable or circumvent security measures
- Report security incidents promptly
- Maintain strong password policies
- DATA PROTECTION AND PRIVACY
7.1 Data Handling
We handle Client data in accordance with applicable data protection laws. Client data accessed during service provision will be used solely for service delivery purposes.
7.2 Backup Data
Backup data is encrypted and stored securely. We retain backup data according to the Client's selected retention policy. Upon service termination, backup data may be retained for up to 90 days before permanent deletion.
7.3 Confidentiality
We maintain strict confidentiality of Client information and will not disclose Client data to third parties except as required by law or as necessary for service delivery.
- WARRANTIES AND DISCLAIMERS
8.1 Service Warranty
We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards.
8.2 Equipment Warranty
Procured equipment is subject to manufacturer warranties. We are not responsible for equipment defects or failures covered under manufacturer warranty.
8.3 DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8.4 No Guarantee Against Breaches
While we implement robust security measures, no security solution can guarantee absolute protection against all threats. We do not warrant that systems will be completely free from security breaches, data loss, or downtime.
- LIMITATION OF LIABILITY
9.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES PROVIDED SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR SERVICES IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
9.2 Excluded Damages
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.
9.3 Exceptions
The limitations in this Section 9 do not apply to damages caused by our gross negligence or willful misconduct, or where prohibited by applicable law.
- FORCE MAJEURE
We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, vendor failures, internet service disruptions, or government actions.
- INTELLECTUAL PROPERTY
11.1 Ownership
All intellectual property rights in our services, tools, software, documentation, and methodologies remain our exclusive property.
11.2 Client Data
Client retains all ownership rights to their data. We claim no ownership interest in Client data.
- INDEMNIFICATION
Client agrees to indemnify and hold us harmless from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
- Client's violation of these Terms
- Client's use of services in violation of applicable law
- Claims that Client data infringes third-party rights
- Client's negligence or willful misconduct
- GENERAL PROVISIONS
13.1 Entire Agreement
These Terms, together with any signed service agreements, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
13.2 Amendments
We may update these Terms from time to time. Material changes will be communicated to Client with 30 days' notice. Continued use of services after changes constitutes acceptance.
13.3 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
13.4 Waiver
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
13.5 Assignment
Client may not assign these Terms without our prior written consent. We may assign these Terms to any successor or affiliate.
13.6 Governing Law
These Terms shall be governed by and construed in accordance with the laws of [Your State/Jurisdiction], without regard to conflict of law principles.
13.7 Dispute Resolution
Any disputes arising from these Terms shall first be attempted to be resolved through good faith negotiation. If unresolved, disputes shall be subject to binding arbitration or litigation in [Your County/Jurisdiction].
- CONTACT INFORMATION
For questions regarding these Terms and Conditions, please contact:
[Your Company Name]
[Address]
[Phone Number]
[Email Address]
[Website]
- ACCEPTANCE
BY ACCEPTING A SERVICE AGREEMENT, PLACING AN ORDER, OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
