1. Scope of Services

Provider will deliver managed IT services as outlined in a separate Scope of Work (SOW), Service Order, or Proposal. Services may include, but are not limited to:

• Network monitoring and support
• Backup and disaster recovery
• Patch management
• Help desk and technical support
• Cybersecurity and endpoint protection
• IT consulting and planning

All services are governed by our current Service Level Agreement (SLA), unless otherwise agreed in writing.

2. Service Engagement Models

We offer services on:

• Ongoing (Subscription) Basis: Monthly recurring services defined in the SOW.
• Project Basis: Time-bound engagements with defined deliverables.

A change in scope or service level requires written agreement.

3. Fees and Payment

• All fees are stated in U.S. Dollars and due per the invoice terms.
• Invoices are due upon receipt unless otherwise specified.
• Unpaid invoices beyond 10 Business Days may result in service suspension.
• Travel and out-of-pocket expenses will be pre-approved and billed separately.
• Late payments may incur a 1.5% monthly interest (or the maximum allowed by law).

4. Client Responsibilities

Client agrees to:

• Provide timely access to systems, information, and personnel as needed.
• Use reasonable efforts to prevent unauthorized access to Provider’s tools.
• Maintain valid licenses for all third-party software or systems in use.
• Follow Provider’s instructions regarding service use and security.

5. Service Levels

All service levels, including Response and Resolution times, are governed by the Service Level Agreement (SLA) provided to Client. Service Credits are defined in the SLA and represent Client’s sole remedy for SLA breaches.

6. Term and Termination

• Either party may terminate a service agreement for convenience with 14 days’ written notice.
• Either party may terminate for cause upon 14 Business Days’ written notice if the breach is not cured.
• Provider may suspend services for non-payment, unsafe conditions, or misuse.

7. Confidentiality

Each party shall maintain the confidentiality of the other party’s proprietary or confidential information. This obligation survives termination for 2 years.

8. Intellectual Property

All intellectual property owned by a party prior to the agreement remains with that party. Any custom work developed by Provider for Client will be assigned or licensed as described in the applicable SOW.

9. Limitation of Liability

Provider’s liability is limited to the total fees paid by Client in the preceding 3 months. Provider is not liable for indirect, incidental, or consequential damages.

10. Indemnification

Each party agrees to indemnify the other against third-party claims resulting from its own negligence or willful misconduct, subject to the limitation above.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Missouri. Any dispute shall be resolved through negotiation, and if unresolved, through binding arbitration in Missouri.

12. Miscellaneous

• Entire Agreement: These Terms, the SLA, and the SOW(s) form the entire agreement.
• Modifications: Must be in writing and signed by both parties.
• Notices: Sent via email or certified mail to the addresses in the most recent agreement.
• Force Majeure: Neither party is liable for delays caused by events beyond their control.

ACCEPTANCE

Client’s use of Provider’s services, or signing of an applicable Service Order, constitutes acceptance of these General Terms and Conditions.