Terms of Service

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PRICES SUBJECT TO CHANGE – PRICES BASED UPON TOTAL PURCHASE – ALL DELIVERY, TRAINING OR CONSULTING SERVICES TO BE BILLED AT PUBLISHED RATES FOR EACH ACTIVITY INVOLVED – GENERALLY ALL HARDWARE COMPUTER COMPONENTS PROPOSED ABOVE ARE COVERED BY A LIMITED ONE YEAR WARRANTY, COVERING PARTS AND LABOUR FOR HARDWARE ONLY AND ON A DEPOT BASIS – WE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR WITH REGARD TO ANY LICENSED PRODUCTS. WE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, INTERRUPTION OF BUSINESS, NOR FOR INCIDENTIAL OR CONSEQUENTIAL MERCHANTABILITY OR FITNESS OF PURPOSE, DAMAGES RELATED TO THIS AGREEEMENT.
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TERMS AND CONDITIONS OF SERVICE

IT’s IT LLC
Managed Services Provider
Effective Date: January 1, 2025
Version 12.0

ACCEPTANCE OF TERMS

By engaging IT’s IT LLC (“Provider,” “we,” “us,” or “our”) for services, you (“Customer,” “Client,” “you,” or “your”) agree to be bound by these Terms and Conditions of Service (“Terms”). These Terms govern all services provided by IT’s IT LLC, including but not limited to managed IT services, cybersecurity, cloud solutions, telecommunications, and consulting services.

SERVICES PROVIDED

2.1 Service Offerings

IT’s IT LLC provides comprehensive technology services including:

Managed IT Services under vEnterprise and vEnterprise Simple plans
Cybersecurity Services including monitoring, threat detection, and incident response
Microsoft Cloud Solutions as a certified Cloud Solution Provider (CSP)
VoIP and Telecommunications management and support
Virtual CTO/CIO/CSO Services for strategic technology leadership
Professional Consulting for technology planning and implementation

2.2 vEnterprise Service Plans

Our vEnterprise and vEnterprise Simple plans feature:

Dynamic Billing: Monthly charges adjust based on actual device count
Minimum Commitment: Billing will not fall below the initial device pool established at onboarding
Quarterly Audits: Automated device discovery and count reconciliation
Scalability: Automatic billing adjustments for devices exceeding minimum commitment

2.3 Service Delivery Method

We utilize a remote-first support model to maximize efficiency and minimize disruption. On-site support is provided when remote resolution is not feasible or when business requirements necessitate physical presence. All services are subject to applicable Service Level Agreements (SLAs).

BILLING AND PAYMENT TERMS

3.1 Fee Structure

Setup Fees: One-time charges for initial configuration and onboarding
Monthly Service Fees: Recurring charges billed in advance
Variable Charges: Usage-based fees for consumption services
Professional Services: Time and materials at published hourly rates

3.2 Payment Processing

Invoicing: Generated on or before the 25th of each month for the following month
Payment Method: Automatic ACH debit on the 1st of each month
Additional Services: Billed upon completion with net terms
Rate Adjustments: Annual review with 60-day advance notice of changes
Billing Inquiries: Direct all billing questions to [email protected]

3.3 Late Payment Policy

Late Fee: 5% of the outstanding amount
Interest: 2% monthly or maximum legal rate, whichever is lower
Service Suspension: We reserve the right to suspend services for accounts 10+ days past due
Collection: Customer is responsible for all collection costs and attorney fees
Payment Disputes: Contact [email protected] immediately to resolve billing issues

3.4 Professional Services Rates

Business Hours: Monday-Friday, 8:30 AM – 5:00 PM EST at standard rates
After-Hours Support: 1.5x standard rate
Emergency/Holiday Support: 2x standard rate
Minimum Billing: 15-minute increments
On-Site Services: Billed portal-to-portal
Current Rates: Published at https://itsitllc.com

TERM AND TERMINATION

4.1 Service Term

Initial Term: One (1) year from service commencement
Automatic Renewal: Services automatically renew for successive one-year terms
Annual Review: We conduct service reviews before each renewal period

4.2 Termination by Customer

Notice Required: Ninety (90) days written notice before current term expires
vEnterprise Plans: Subject to minimum device commitment through current term
Final Obligations: All outstanding charges become immediately due

4.3 Termination by Provider

We may terminate services for:

Material breach not cured within 30 days of notice
Non-payment exceeding 30 days
Bankruptcy or insolvency proceedings
Violation of acceptable use policies

4.4 Post-Termination Obligations

Data Return: Customer data available for 30 days post-termination
Equipment Return: Provider-owned equipment must be returned within 15 days
Transition Assistance: Available at current professional services rates

DATA OWNERSHIP AND SECURITY

5.1 Customer Data

Customer retains all rights, title, and interest in their data. We claim no ownership rights to Customer data and will only use it to provide contracted services.

5.2 Security Standards

We maintain:

Industry-standard encryption for data in transit and at rest
Multi-factor authentication for administrative access
Regular security assessments and updates
Compliance with applicable regulations and standards

5.3 Backup and Recovery

Backup services performed according to Service Order specifications
Customer is responsible for verifying backup adequacy
Recovery time and point objectives as specified in applicable SLAs

CUSTOMER RESPONSIBILITIES

You agree to:

Provide necessary access credentials and administrative rights
Maintain accurate authorized contact information
Ensure all software licensing compliance
Respond timely to service requests and recommendations
Grant facility access as required for service delivery
Maintain appropriate insurance for your equipment and data
Review and approve change requests in a timely manner

EQUIPMENT AND PROPERTY

7.1 Provider Equipment

Equipment provided by us (including firewalls, NAS devices, monitoring tools) remains our property unless explicitly purchased. Such equipment must be returned upon service termination.

7.2 Customer Equipment

You retain ownership of your equipment. We assume no liability for equipment failure beyond our reasonable control.

7.3 Lost or Damaged Provider Equipment

If Provider equipment is lost, stolen, or damaged while at your location, you agree to pay the current replacement value within 15 days.

WARRANTY AND LIABILITY LIMITATIONS

8.1 Service Warranty

WE WARRANT THAT SERVICES WILL BE PERFORMED IN A PROFESSIONAL MANNER CONSISTENT WITH INDUSTRY STANDARDS. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.2 Limitation of Liability

OUR MAXIMUM LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE LESSER OF:

Total fees paid by Customer in the twelve (12) months preceding the claim
$250,000

8.3 Exclusion of Damages

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR LOST DATA, REGARDLESS OF THE CAUSE OF ACTION.

8.4 Third-Party Services

We are not responsible for failures or issues with third-party services, including internet service providers, software vendors, or hardware manufacturers.

CONFIDENTIALITY

9.1 Confidential Information

Both parties agree to maintain the confidentiality of all proprietary information disclosed during the service relationship and for five (5) years thereafter.

9.2 Exceptions

Confidentiality obligations do not apply to information that:

Is or becomes publicly available through no fault of the receiving party
Is rightfully received from a third party
Is required to be disclosed by law or court order

NON-SOLICITATION

During the term of service and for two (2) years following termination, Customer agrees not to directly solicit for employment any IT’s IT LLC employee without written consent. Violation of this provision results in liquidated damages of $75,000 per occurrence.

TELECOMMUNICATIONS AND VOIP SERVICES

CRITICAL E911 WARNING

VoIP E911 SERVICE DOES NOT WORK LIKE TRADITIONAL 911. FAILURE TO UNDERSTAND THESE LIMITATIONS COULD RESULT IN DELAYED EMERGENCY RESPONSE, SERIOUS INJURY, OR DEATH. READ SECTION 11.2 CAREFULLY.

11.1 VoIP Service Terms

Voice over Internet Protocol (VoIP) services are subject to these additional terms:

Service Availability: VoIP services require active internet connection and power
Quality of Service: Call quality depends on internet bandwidth and network conditions
Compatibility: Not all equipment, alarm systems, or fax machines are VoIP-compatible
Power Outages: VoIP services will not function during power or internet outages unless backup power and connectivity are maintained

11.2 E911 Emergency Services

IMPORTANT E911 LIMITATIONS AND DISCLAIMERS:

11.2.1 E911 Service Description

Enhanced 911 (E911) service attempts to automatically associate your physical address with your phone number when you dial 911. However, VoIP E911 has significant limitations compared to traditional 911 service.

11.2.2 Service Limitations

Location Accuracy: E911 for VoIP may not accurately identify your location
Address Registration: You must register and maintain current physical address for each line
Remote Users: E911 will not function properly if phone is used outside registered address
Service Outages: E911 unavailable during power, internet, or equipment failures
Call Routing: Calls may be routed to incorrect emergency response centers
Callback Limitations: Emergency personnel may not be able to call back if disconnected

11.2.3 Customer Responsibilities for E911

You MUST:

Register accurate physical address for each phone line/extension
Update address information within 24 hours of any location change
Inform all users of E911 limitations
Maintain alternative means of accessing emergency services
Post E911 warning stickers on all VoIP equipment
Test E911 service upon installation and after any changes

11.2.4 Alternative Emergency Access

You acknowledge the need to maintain alternative means of contacting emergency services, such as:

Traditional landline phone
Mobile/cellular phone
Direct emergency service numbers

11.2.5 E911 Liability Waiver

YOU ACKNOWLEDGE AND AGREE THAT IT’S IT LLC, ITS OFFICERS, EMPLOYEES, AFFILIATES, AND VENDORS SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS (INCLUDING DEATH OR PERSONAL INJURY) ARISING FROM OR RELATED TO E911 SERVICE, INCLUDING BUT NOT LIMITED TO:

Failure to route to correct emergency response center
Incorrect address or location information transmission
Service interruptions or outages
Network congestion or technical failures
Your failure to maintain current address information

11.3 Number Porting

Porting Timeline: Number transfers typically complete within 7-10 business days
Service Interruption: Brief service interruption may occur during porting
Porting Eligibility: Some numbers may not be portable
Documentation Required: Customer must provide current carrier information and authorization
Early Termination Fees: Customer responsible for any fees from previous carrier

11.4 Telecommunications Compliance

Regulatory Compliance: Services provided in accordance with FCC regulations
CPNI Protection: Customer Proprietary Network Information protected per federal requirements
Do Not Call Registry: Customer responsible for compliance with telemarketing regulations
Call Recording: Customer must comply with federal and state call recording laws
International Calling: Subject to additional terms and destination country regulations
Kari’s Law Compliance: MLTS systems configured to allow direct 911 dialing without prefix
Ray Baum’s Act: Dispatchable location information provided where technically feasible

11.5 Service Features and Limitations

Directory Listings: VoIP numbers may not appear in telephone directories
Operator Services: May have limited or no access to operator-assisted calls
Information Services: 411 and similar services may not be available
Toll-Free Services: Some toll-free numbers may not recognize VoIP originated calls
Short Codes: SMS/MMS short codes may not function with VoIP numbers

11.6 Network and Call Quality

Best Effort Service: VoIP provided on “best effort” basis
Bandwidth Requirements: Minimum 100kbps upstream/downstream per concurrent call
Latency and Jitter: Network conditions may affect call quality
Prioritization: Customer should implement Quality of Service (QoS) on local network
No Service Credits: No credits for quality issues beyond our reasonable control

11.7 Telephone Consumer Protection Act (TCPA)

Customer agrees to:

Comply with all TCPA requirements
Maintain do-not-call procedures
Obtain necessary consents for automated calls/texts
Indemnify Provider for any TCPA violations
Not use services for illegal robocalling or spam

11.8 Local Number Portability

Disconnection Protection: Do not disconnect existing service until port completes
Accurate Information: Incorrect information may delay or prevent porting
Authorized User: Only authorized account holders may request ports
Freeze/Protect Status: Numbers with carrier freeze cannot be ported without removal

11.9 International Services

Fraud Protection: International calling may be restricted by default
Rate Variations: International rates subject to change without notice
Country Restrictions: Some countries may be blocked due to fraud risk
Billing Disputes: International call disputes must be reported within 30 days

11.10 Telecom Service Suspension

We may immediately suspend telecommunications services for:

Unusual calling patterns indicating fraud
Excessive use affecting network performance
Non-payment or billing disputes
Violation of acceptable use policies
Legal or regulatory requirements

ACCEPTABLE USE POLICY

12.1 Prohibited Activities

You may not use our services for:

Illegal activities or violations of applicable laws
Distribution of malware, viruses, or malicious code
Unauthorized access attempts or security breaches
Copyright infringement or intellectual property violations
Activities that harm or could harm minors
Illegal robocalling, call spoofing, or telecommunications fraud
Harassment via telecommunications services

12.2 Enforcement

We reserve the right to suspend or terminate services immediately for violations of this policy.

INSURANCE

We maintain:

General Liability Insurance: $2,000,000
Cyber Liability Insurance: $1,000,000
Professional Liability (E&O): $1,000,000
Workers’ Compensation: As required by law

Certificates of insurance are available upon request.

GENERAL PROVISIONS

14.1 Governing Law

These Terms are governed by the laws of Florida, with venue in Lee County, Florida.

14.2 Force Majeure

Neither party is liable for delays due to causes beyond reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, or government actions.

14.3 Dispute Resolution

Parties agree to attempt good faith resolution of disputes before pursuing legal action. If resolution cannot be reached, disputes will be subject to mediation before litigation.

14.4 Modifications

We may modify these Terms with 60 days written notice. Continued use of services after the effective date constitutes acceptance of modified Terms.

14.5 Severability

If any provision is deemed unenforceable, the remaining provisions continue in full effect.

14.6 Assignment

You may not assign your rights or obligations without our written consent. We may assign these Terms to successors or affiliates.

14.7 Entire Agreement

These Terms, together with applicable Service Orders and Schedules, constitute the entire agreement regarding our services.

SERVICE LEVEL AGREEMENTS

15.1 Response Time Commitments

Priority Level	Initial Response	Resolution Target
Critical	1 hour	4 hours
High	2 hours	8 hours
Medium	4 hours	Next Business Day
Low	8 hours	3 Business Days

15.2 Uptime Commitment

Core managed services maintain 99.5% availability measured monthly, excluding scheduled maintenance.

CONTACT INFORMATION

IT’s IT LLC
2503 Del Prado Blvd, Suite 405
Cape Coral, FL 33904
Phone: 239-935-9891
Email: [email protected]
Website: www.itsitllc.com

Support Portal: https://itsitllc.com
Emergency Support: 239-935-9891

ACKNOWLEDGMENT

By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. You further acknowledge that you have the authority to accept these Terms on behalf of your organization.

APPENDIX A: vENTERPRISE SERVICE TIERS

vEnterprise Simple

24/7 remote monitoring and alerting
Automated patch management
Standard help desk support
Quarterly business reviews
Basic security monitoring
Minimum device commitment established at onboarding

vEnterprise (Full)

Includes all vEnterprise Simple features, plus:

Advanced threat detection and response
Priority support queue
Monthly strategic planning sessions
Dedicated account management
Virtual CTO advisory hours (included)
Compliance assistance
Advanced reporting and analytics
Minimum device commitment established at onboarding

APPENDIX B: COVERED TECHNOLOGIES

We provide expert support for our certified partner technologies:

Hardware: Lenovo, Dell, HP, Samsung
Networking: Cisco, Ubiquiti UniFi, Arista
Security: Untangle, enterprise firewall solutions
Peripherals: Logitech, Canon, Epson, PNY
Communications: Yealink, leading VoIP platforms
Virtualization: nComputing, VMware, Hyper-V
Cloud Platforms: Microsoft 365, Azure, AWS

These Terms and Conditions are effective as of January 1, 2025, and supersede all previous versions.
Last Updated: January 2025
Version 12.0

Terms of Service

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