Last Updated: May 1, 2026

1. 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.

2. 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

3. 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
  • 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 vendor cancellation fees, 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 manufacturer.

4. 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 automatically renew unless canceled under Section 4.3.

4.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any service with 30 days' notice. 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.

5. 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.

5.2 Late Payment

Late payments may incur a fee of 1.5% per month (or the maximum rate permitted by law). 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.

6. 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 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 recommended security best practices
  • Not disable or circumvent security measures
  • Report security incidents promptly
  • Maintain strong password policies

6.4 Primary Managed Service Provider Requirement (No Co‑Managed or Third‑Party Management Tools)

Twisted Pair Technologies ("Provider") is the exclusive and primary Managed Service Provider (MSP) of record for all devices, systems, and networks covered under this Agreement.

To maintain security, compliance, and service integrity:

  • Client shall not engage, authorize, or permit any third‑party IT provider, technician, consultant, or MSP to install, manage, monitor, or support any covered device or system.
  • Co‑managed IT arrangements are strictly prohibited unless expressly approved in writing by Provider.
  • Client shall not install or allow the installation of any third‑party remote monitoring, management, security, automation, or administrative software (including but not limited to RMM, EDR, antivirus, VPN, DNS filtering, or remote‑access tools).
  • Any such installation is a direct violation of this Agreement and may result in:
    • Immediate suspension of services
    • Additional remediation or security incident response fees
    • Termination of services for cause
    • Removal of unauthorized software without prior notice

Client acknowledges that unauthorized third‑party tools or co‑managed arrangements create material security risks, interfere with Provider's ability to deliver contracted services, and invalidate any service guarantees or SLAs.

7. Data Protection and Privacy

7.1 Data Handling

We handle Client data in accordance with applicable data protection laws. Data accessed during service delivery is used solely for service purposes.

7.2 Backup Data

Backup data is encrypted and stored securely. 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 data except as required by law or necessary for service delivery.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner.

8.2 Equipment Warranty

Procured equipment is subject to manufacturer warranties.

8.3 Disclaimer

Except as expressly provided, services are provided "AS IS" without warranties of any kind.

8.4 No Guarantee Against Breaches

No security solution can guarantee absolute protection. We do not warrant that systems will be free from breaches, data loss, or downtime.

9. Limitation of Liability

9.1 Liability Cap

Our total liability shall not exceed the amount paid by Client for services in the three (3) months preceding the claim.

9.2 Excluded Damages

We are not liable for indirect, incidental, special, consequential, or punitive damages.

9.3 Exceptions

Limitations do not apply to damages caused by gross negligence or willful misconduct.

10. Force Majeure

We are not liable for delays or failures caused by events beyond our control.

11. Intellectual Property

11.1 Ownership

All intellectual property in our services, tools, and methodologies remains our property.

11.2 Client Data

Client retains ownership of their data.

12. Indemnification

Client agrees to indemnify and hold us harmless from claims arising from:

  • Client's violation of these Terms
  • Client's unlawful use of services
  • Client data infringing third‑party rights
  • Client's negligence or misconduct

13. General Provisions

13.1 Entire Agreement

These Terms constitute the entire agreement between the parties.

13.2 Amendments

We may update these Terms with 30 days' notice.

13.3 Severability

If any provision is unenforceable, the remainder remains in effect.

13.4 Waiver

Failure to enforce any provision does not constitute a waiver.

13.5 Assignment

Client may not assign these Terms without written consent.

13.6 Governing Law

These Terms are governed by the laws of Virginia.

13.7 Dispute Resolution

Disputes shall first be addressed through good‑faith negotiation, then arbitration or litigation in Virginia.

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.