1. 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 services, cloud solutions, telecommunications, consulting services, and any services described in attached Service Orders or Schedules.

These Terms, together with any applicable Service Orders, Schedules, Statements of Work ("SOWs"), and Addenda, constitute the complete agreement between the parties regarding the services described herein (collectively, the "Agreement"). In the event of conflict between these Terms and any Service Order or Schedule, these Terms shall prevail unless the Service Order or Schedule expressly states otherwise and is signed by both parties.

2. Representations and Warranties of Authority

Each party represents and warrants that: (a) it has the right, power, and authority to enter into this Agreement and to fully perform all of its obligations hereunder; (b) the execution of this Agreement has been duly authorized by all necessary corporate or organizational action; and (c) this Agreement constitutes a valid, legal, and binding obligation enforceable against such party in accordance with its terms. You further represent and warrant that the individual executing this Agreement or engaging our services has the authority to bind the organization to these Terms.

3. Services Provided

3.1 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, incident response, and compliance assistance
  • Microsoft Cloud Solutions as a certified Cloud Solution Provider (CSP)
  • VoIP and Telecommunications management, deployment, and support
  • Virtual CTO/CIO/CSO Services for strategic technology leadership
  • Professional Consulting for technology planning, implementation, and project management

3.2 vEnterprise Service Plans

Our vEnterprise and vEnterprise Simple plans feature:

  • Dynamic Billing: Monthly charges adjust based on actual device count as determined by automated discovery tools.
  • Minimum Commitment: Monthly billing will not fall below the initial device pool established at onboarding, regardless of actual device count.
  • Quarterly Audits: Automated device discovery and count reconciliation performed quarterly.
  • True-Up: Annual reconciliation of device counts with billing adjustments as applicable.
  • Scalability: Automatic billing adjustments for devices exceeding minimum commitment.

3.3 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. Provider reserves the right to dispatch an engineer for any remote support exceeding 30 minutes or at Provider's sole discretion when on-site resolution would be more efficient. All services are subject to applicable Service Level Agreements (SLAs).

3.4 Service Exclusions

Unless otherwise expressly provided in an applicable Service Order or Schedule, the following are specifically excluded from all service plans:

  • Additional project work of any kind beyond initial deployment
  • Cost of parts, equipment, hardware, or shipping charges of any kind
  • Cost of additional software, licensing, or software renewal/upgrade fees
  • New equipment installations, moves, additions, or changes (commonly referred to as "MAC" work)
  • Third-party vendor or manufacturer support fees or incident charges
  • Failures due to acts of God, building modifications, accidents, fire, power failures, Client misuse, or other adverse environmental conditions
  • Network cable installation, testing, and components needed to achieve serviceability
  • Any pre-existing condition as noted by Provider or Customer at time of onboarding
  • Support for non-standard, end-of-life, or unsupported hardware and software

3.5 Subcontractors and Third-Party Providers

Provider may engage qualified subcontractors and third-party service providers to fulfill its obligations under this Agreement. Provider shall ensure that all subcontractors are bound by confidentiality obligations and data protection standards no less protective than those contained herein. Provider remains responsible for the performance of its subcontractors.

4. Billing and Payment Terms

4.1 Fee Structure

  • Setup Fees: One-time charges for initial configuration, onboarding, and deployment as specified in Service Orders.
  • Monthly Service Fees: Recurring charges billed in advance for the following month.
  • Variable Charges: Usage-based fees for consumption services (storage, bandwidth, licensing).
  • Professional Services: Time and materials at published hourly rates for out-of-scope work.

4.2 Payment Processing

  • Invoicing: Generated on or before the 25th of each month for the following month's services.
  • Payment Method: Automatic ACH debit on the 1st of each month. Customer authorizes recurring ACH debits by executing this Agreement.
  • Additional Services: Billed upon completion with payment due upon receipt unless other terms are approved in writing by Provider.
  • Rate Adjustments: Annual review with 60-day advance written notice of changes. Annual rate increases shall not exceed 9% in any calendar year absent mutual written agreement.
  • Taxes: All charges are exclusive of applicable taxes. Customer is responsible for all sales, use, and other taxes based on services, equipment, hardware, software, and freight charges.
  • Billing Inquiries: Direct all billing questions to AP@itsitllc.com.

4.3 Late Payment Policy

  • Late Fee: 5% of the outstanding amount applied when payment is not received by the 10th of the month.
  • Interest: 2% monthly or the maximum rate permitted by Florida law, whichever is lower, on all past-due amounts.
  • Service Suspension: Provider reserves the right to suspend services for accounts 10 or more days past due after written notice to Customer's designated billing contact.
  • Service Restoration: A reconnection fee of $250 may be assessed for restoring suspended services.
  • Collection: Customer is responsible for all collection costs, including reasonable attorney fees, court costs, and collection agency fees.
  • Payment Disputes: Contact AP@itsitllc.com within 15 days of invoice receipt. Undisputed portions remain due on schedule.

4.4 Professional Services Rates

  • Business Hours: Monday through Friday, 8:30 AM to 5:00 PM Eastern Time at standard published 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. Travel time begins when Provider's staff member departs headquarters and ends upon return.
  • Travel Expenses: Parking and tolls invoiced at cost.
  • Current Rates: Published at itsitllc.com.

5. Term and Termination

5.1 Service Term

  • Initial Term: One (1) year from the date of service commencement, beginning on the first day of the calendar month in which services are deployed.
  • Automatic Renewal: Services automatically renew for successive one-year terms for the life of the Customer relationship.
  • Annual Review: Provider conducts formal service reviews before each renewal period.

5.2 Termination by Customer

  • Notice Required: Ninety (90) days written notice before the current term expires.
  • vEnterprise Plans: Subject to minimum device commitment through the remainder of the current term.
  • Final Obligations: All outstanding charges, including unbilled services, become immediately due upon termination.
  • Early Termination: If Customer terminates before the end of the current term without cause, Customer shall pay the remaining monthly fees due through the end of the current term as liquidated damages.

5.3 Termination by Provider

Provider may terminate services for:

  • Material breach not cured within thirty (30) days of written notice
  • Non-payment exceeding thirty (30) days
  • Customer becomes subject to any proceedings under the Bankruptcy Act or other insolvency law, voluntary or involuntary, not dismissed within ninety (90) days; suffers a receiver to be appointed; or enters into an assignment for the benefit of creditors
  • Violation of the Acceptable Use Policy (Section 14)
  • Customer's actions or inactions create material security risk to Provider's infrastructure or other clients

5.4 Post-Termination Obligations

  • Data Return: Customer data will be made available for secure retrieval for thirty (30) days following termination. After this period, Provider may securely destroy all Customer data.
  • Equipment Return: Provider-owned equipment (including firewalls, NAS devices, monitoring tools, and any technology that remains Provider property) must be returned in good working condition within fifteen (15) days of termination.
  • Transition Assistance: Available at current professional services rates. Provider will assist in the orderly transition of services, which may include copying backup images to external media.
  • Surviving Obligations: Customer's responsibility for past-due amounts shall survive bankruptcy proceedings. The acknowledgment of such liability by Customer shall not affect the discharge of Customer regarding other general creditors.

5.5 Effect of Termination

Termination of this Agreement will not adversely affect any right existing as of the effective date of termination. The rights and remedies provided under this Agreement are cumulative and in addition to any other rights or remedies available at law and in equity.

6. Data Ownership and Security

6.1 Customer Data Ownership

Customer retains all rights, title, and interest in Customer data. Backup data stored on Provider-supplied equipment or at Provider's data center remains the sole property of the Customer. Provider claims no ownership rights to Customer data and will use it solely to provide contracted services.

6.2 Security Standards

Provider maintains:

  • Industry-standard encryption for data in transit and at rest
  • Multi-factor authentication for all administrative and privileged access
  • Regular security assessments, vulnerability scanning, and updates
  • Compliance with applicable regulations and industry standards, including NIST Cybersecurity Framework
  • Background checks for all technical personnel with access to Customer environments

6.3 Data Breach Notification

In the event of a confirmed security breach affecting Customer data, Provider shall:

  • Notify Customer without unreasonable delay, and in no event later than seventy-two (72) hours after confirmation of the breach
  • Provide known details of the nature and scope of the breach, the categories of data affected, and the measures taken or proposed to address the breach
  • Cooperate with Customer's breach response efforts, including notification to affected individuals and regulatory authorities as required by Florida Statute 501.171 and other applicable laws
  • Provide a written post-incident report within thirty (30) days of breach resolution

6.4 Backup and Recovery

  • Backup Services: Performed according to Service Order specifications with defined Recovery Point Objectives (RPO) and Recovery Time Objectives (RTO).
  • Customer Responsibility: Customer is responsible for verifying backup adequacy and testing restoration procedures as recommended by Provider.
  • Disaster Recovery: Business continuity planning and testing as contracted in applicable Service Orders.

6.5 Data Processing

Provider processes Customer data only as necessary to perform contracted services. Provider shall not sell, rent, or disclose Customer data to third parties except as required to deliver services, comply with legal obligations, or as authorized in writing by Customer.

7. Customer Responsibilities

Customer agrees to:

  • Provide necessary access credentials, administrative rights, and authorizations in a timely manner
  • Maintain accurate and current authorized contact information with Provider
  • Ensure compliance with all software licensing requirements for software used in Customer's environment
  • Respond to Provider service requests, security recommendations, and escalations in a timely manner
  • Grant Provider reasonable physical and remote facility access as required for service delivery; facility access may be denied for any reason, but Customer acknowledges that denial may prevent Provider from performing its duties, and Provider shall be held harmless for any resulting service deficiency
  • Maintain appropriate insurance for Customer's own equipment, data, and operations, including cyber liability insurance
  • Review and approve change requests, project scopes, and service modifications in a timely manner
  • Comply with Provider's security recommendations, including but not limited to multi-factor authentication, password policies, and patch management schedules
  • Promptly notify Provider of any changes to environment, personnel, or security posture that may affect service delivery
  • Obtain all necessary consents and authorizations for Provider to access and manage Customer's systems, data, and third-party accounts

8. Equipment and Property

8.1 Provider Equipment (Loaned Equipment)

Customer agrees that certain items, including but not limited to NAS units utilized in backup services, firewalls used in managed security services, and monitoring appliances, shall remain the property of Provider and must be returned if requested. Customer further agrees to cease use of any technology that remains Provider property upon termination of this Agreement.

8.2 Customer Equipment

Customer retains title and ownership of all Customer-owned equipment. Provider may utilize Customer equipment and access Customer facilities as necessary for service delivery. Customer must grant authority for Provider to access Customer's facility as reasonably needed.

8.3 Lost or Damaged Provider Equipment

If any Provider-owned equipment at the Customer site is lost, stolen, damaged, or destroyed, Customer must pay the equivalent of the current retail replacement value of the device within fifteen (15) days of such event.

9. Warranty and Liability Limitations

9.1 Representations and Warranties

Provider represents and warrants that it will use commercially reasonable efforts to provide all services required under this Agreement in accordance with prevailing industry standards.

9.2 Disclaimer of Warranties

THE EXPRESS, BUT LIMITED WARRANTY IN SECTION 9.1 ABOVE IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING OUR SERVICES. PROVIDER AND ITS AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES (IMPLIED OR EXPRESS) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INFORMATION OR AGAINST INFRINGEMENT. THERE IS NO WARRANTY AGAINST INACCURACY. THERE IS NO WARRANTY OF SYSTEMS INTEGRATION. THERE IS NO WARRANTY THAT OUR OBLIGATIONS UNDER THIS AGREEMENT WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS.

9.3 "As Is" Service Delivery

PROVIDER DELIVERS SERVICES ON AN "AS IS" BASIS. YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT THE SOLE RISK OF YOU AND EACH AUTHORIZED USER. YOU ACKNOWLEDGE THAT THERE IS NO WARRANTY OF UNINTERRUPTED OR ERROR-FREE SERVICE, ACCURACY, OR RELIABILITY.

9.4 Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY (SECTION 11), INDEMNIFICATION OBLIGATIONS (SECTION 10), GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, PROVIDER'S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000).

9.5 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST DATA OR CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE, THAT RESULT FROM THE USE OR INABILITY TO USE SERVICES, REGARDLESS OF THE CAUSE OF ACTION AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR OTHER TORTS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMITATION.

9.6 Third-Party Services

Provider is not responsible for any action or inaction of any third party, including but not limited to hardware or software vendors, internet service providers, or cloud platform providers. Provider has not represented that services shall be uninterrupted, error-free, or without delay. Provider does not and cannot control data flow through the internet, which depends on third-party performance.

ACCORDINGLY, YOU ACKNOWLEDGE THAT PROVIDER DISCLAIMS ALL LIABILITY RELATED TO EVENTS OUTSIDE OF PROVIDER'S CONTROL AND/OR IN THE CONTROL OF THIRD PARTIES. CUSTOMER FULLY ASSUMES THE RISK ASSOCIATED WITH ERRORS IN INFORMATION, INSTRUCTIONS, AND SERVICES PROVIDED BY CUSTOMER, ITS EMPLOYEES, AGENTS, AND THIRD PARTIES.

9.7 Sole Remedy

Customer acknowledges and agrees that it has relied on no warranties except the limited express warranty in Section 9.1. Customer's sole and exclusive remedy for any claim regarding services is limited to Customer's right to terminate this Agreement in accordance with Section 5.

10. Indemnification

10.1 Mutual Indemnification

Each party hereby agrees to indemnify, defend, and hold the other party harmless from and against any and all third-party claims, demands, actions, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or resulting from the indemnifying party's performance or failure to perform its obligations under this Agreement, except to the extent caused by the other party's negligence or willful misconduct.

10.2 Provider Indemnification

Provider shall defend and indemnify Customer against all claims, damages, and expenses arising from Provider's employees' and agents' activities at Customer facilities, provided such claims are not caused by Customer's negligence, acts, or omissions.

10.3 Customer Indemnification

Customer shall indemnify, defend, and hold Provider harmless from and against any third-party claims arising from: (a) Customer's violation of applicable laws or regulations; (b) Customer's breach of this Agreement; (c) Customer's use of services in a manner not authorized by this Agreement; (d) Customer's failure to implement Provider's security recommendations; or (e) any content, data, or materials provided by Customer that infringe the intellectual property rights of a third party.

10.4 Indemnification Procedure

The indemnified party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) cooperate with the indemnifying party at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense.

11. Confidentiality and Proprietary Rights

11.1 Confidential Information

Each party acknowledges that in the course of performing under this Agreement, it may have access to confidential and proprietary information and trade secrets concerning the other party's business and operations, including but not limited to financial and tax information, business plans, development strategy, marketing methodology, technical specifications, security configurations, client lists, and pricing ("Confidential Information"). Each party agrees to keep secret and treat confidentially all Confidential Information, and will not disclose any Confidential Information to any unauthorized person or entity, nor use it for any purpose other than performing under this Agreement.

11.2 Duration

Confidentiality obligations shall remain in effect during the term of this Agreement and for five (5) years following its termination or expiration.

11.3 Exceptions

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available through no fault of the receiving party
  • Was already known to the receiving party prior to disclosure
  • Is rightfully received from a third party without restriction
  • Is independently developed by the receiving party without use of Confidential Information
  • Is required to be disclosed by law, court order, or governmental authority, provided the receiving party gives prompt notice to allow the disclosing party to seek protective relief

11.4 Intellectual Property

Each party retains ownership of its pre-existing intellectual property. Provider retains all rights in its proprietary tools, scripts, methodologies, processes, configurations, templates, and documentation developed independently or in the course of providing services. Customer receives a non-exclusive license to use deliverables created specifically for Customer under this Agreement, solely for Customer's internal business purposes. Any custom development beyond standard service delivery shall be governed by a separate Statement of Work.

12. Non-Solicitation

Customer acknowledges that Provider is involved in a highly strategic and competitive business. Customer further acknowledges that Customer would gain substantial benefit, and Provider would be deprived of such benefit, if Customer were to directly hire any personnel employed by Provider. Except as otherwise provided by law, Customer shall not, without the prior written consent of Provider, solicit the employment of Provider personnel or induce any Provider personnel to leave to go to another firm during the term of this Agreement and for a period of two (2) years following the termination or expiration of this Agreement.

Customer agrees that Provider's damages resulting from breach of this provision would be impracticable to calculate and extremely difficult to ascertain. Therefore, in the event Customer violates this provision, Customer shall immediately pay Provider an amount equal to Seventy-Five Thousand Dollars ($75,000) per occurrence as liquidated damages, and Provider shall have the option to terminate this Agreement without further notice or liability to Customer. This amount is not intended as a penalty and is reasonably calculated based upon the projected costs Provider would incur to identify, recruit, hire, and train suitable replacements.

13. 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 13.2 CAREFULLY.

13.1 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. VoIP is provided on a "best effort" basis.
  • 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 by Customer.
  • Bandwidth Requirements: Minimum 100kbps upstream/downstream per concurrent call.
  • No Service Credits: No credits are provided for quality issues beyond Provider's reasonable control.

13.2 E911 Emergency Services

Important E911 Limitations and Disclaimers

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. Customer is solely responsible for ensuring all registered addresses are current and accurate. Provider shall not be liable for any failure of E911 services, including but not limited to misdirected calls, delayed response times, or inability to reach emergency services.

13.3 Number Porting

  • Disconnection Protection: Do NOT disconnect existing service until port is confirmed complete.
  • Accurate Information: Incorrect information may delay or prevent porting.
  • Authorized User: Only authorized account holders may request ports.
  • Early Termination: Customer is responsible for any fees from the previous carrier.

13.4 Telecommunications Compliance

  • Kari's Law Compliance: Multi-Line Telephone Systems (MLTS) are configured to allow direct 911 dialing without prefix.
  • Ray Baum's Act: Dispatchable location information provided where technically feasible.
  • CPNI Protection: Customer Proprietary Network Information protected per federal requirements.
  • Call Recording: Customer must comply with all applicable federal and state call recording laws.

13.5 TCPA Compliance

Customer agrees to comply with all Telephone Consumer Protection Act (TCPA) requirements, maintain do-not-call procedures, obtain necessary consents for automated calls/texts, and indemnify Provider for any TCPA violations. Customer shall not use services for illegal robocalling, call spoofing, or spam.

13.6 Telecom Service Suspension

Provider may immediately suspend telecommunications services for unusual calling patterns indicating fraud, excessive use affecting network performance, non-payment, violation of acceptable use policies, or legal/regulatory requirements.

14. Acceptable Use Policy

14.1 Prohibited Activities

Customer may not use Provider's services for:

  • Illegal activities or violations of applicable laws or regulations
  • Distribution of malware, viruses, ransomware, or malicious code
  • Unauthorized access attempts, security breaches, or penetration testing without Provider's written consent
  • Copyright infringement or intellectual property violations
  • Activities that harm or could harm minors
  • Illegal robocalling, call spoofing, or telecommunications fraud
  • Harassment, threats, or abuse via any Provider-managed communications channel
  • Activities that could damage Provider's reputation, network, or the networks of other Provider clients
  • Cryptocurrency mining on Provider-managed infrastructure without express written consent

14.2 Enforcement

Provider reserves the right to suspend or terminate services immediately for violations of this policy. Provider is not obligated to exercise control over the content of information passing through its network except those controls expressly provided in this Agreement.

15. Insurance

15.1 Provider Insurance

Provider maintains at its sole expense:

  • General Liability Insurance: $2,000,000 aggregate
  • Cyber Liability Insurance: $1,000,000
  • Professional Liability (E&O): $1,000,000
  • Workers' Compensation: As required by Florida law
  • Hired and Non-Owned Automobile Liability: $1,000,000 combined single limit

At Customer's request, Provider will furnish certificates of insurance, including renewal certificates, within thirty (30) days.

15.2 Customer Insurance

Customer is responsible for maintaining appropriate insurance coverage for its own equipment, data, operations, and business interruption, including cyber liability insurance. Provider recommends a minimum of $1,000,000 in cyber liability coverage.

16. General Provisions

16.1 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. The exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in Lee County, Florida.

16.2 Dispute Resolution

The parties agree to attempt good faith resolution of any dispute within thirty (30) days of written notice of the dispute. If resolution cannot be reached, the parties agree to participate in mediation before a mutually agreed mediator in Lee County, Florida, with costs shared equally, before pursuing litigation. No party may commence litigation without first completing the mediation process or sixty (60) days after requesting mediation, whichever occurs first.

16.3 Force Majeure

Neither party shall be liable for failure to perform any of its obligations under this Agreement during any period in which performance is delayed by causes beyond reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, cyber attacks, war, terrorism, labor disputes, embargo, court order, riot, or government action, provided that the affected party immediately notifies the other party of such delay. If performance is delayed for a cumulative period of forty-five (45) days or more from the date of such notice, either party may terminate this Agreement by giving written notice to the other party.

16.4 Modifications to Terms

Provider may modify these Terms with sixty (60) days advance written notice to Customer's designated contact. Customer may opt out of material changes by providing written notification to Provider within sixty (60) days of receiving the change notification and terminate the applicable services without penalty. Continued use of services after the effective date of modifications constitutes acceptance of the modified Terms. Customer remains responsible for all outstanding charges through the date of termination.

16.5 Waiver

No provision of this Agreement shall be deemed waived, amended, or modified by either party unless such waiver, amendment, or modification is in writing signed by the party against whom it is sought to be enforced. The failure of either party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy for future enforcement.

16.6 Severability

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

16.7 Assignment

Customer may not assign its rights or obligations under this Agreement without Provider's prior written consent. Provider may freely assign this Agreement to successors, affiliates, or in connection with a merger, acquisition, or sale of substantially all assets.

16.8 Entire Agreement

These Terms, together with applicable Service Orders, Schedules, and Statements of Work, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, representations, and understandings. The foregoing terms and conditions shall prevail notwithstanding any variance with the terms and conditions of any order submitted by Customer for service.

16.9 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effective when delivered by: (a) personal delivery; (b) nationally recognized overnight courier; (c) certified mail, return receipt requested; or (d) email to the designated contact with confirmation of receipt. Notices to Provider shall be addressed to:

IT's IT LLC
2503 Del Prado Blvd, Suite 405
Cape Coral, FL 33904
Email: legal@itsitllc.com

16.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Electronic signatures shall have the same force and effect as original signatures.

16.11 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

16.12 Survival

The following provisions shall survive the termination or expiration of this Agreement: Sections 5.4 (Post-Termination), 5.5 (Effect of Termination), 6 (Data Ownership and Security), 9 (Warranty and Liability Limitations), 10 (Indemnification), 11 (Confidentiality), 12 (Non-Solicitation), 15 (Insurance), 16.1 (Governing Law), 16.2 (Dispute Resolution), and any other provisions that by their nature are intended to survive termination.

17. Service Level Agreements

17.1 Response Time Commitments

Priority Definition Coverage Initial Response Resolution Target
P1 — Critical Network/service outage. Critical impact to business. 24/7 1 Hour 4 Hours
P2 — High Service degradation. Moderate business impact. 24/7 2 Hours 8 Hours
P3 — Medium Impaired but operational. Most functions remain. M–F 8:30–5 EST 4 Hours Next Business Day
P4 — Low Non-optimal but functional. Nominal impact. M–F 8:30–5 EST 8 Hours 3 Business Days

17.2 Uptime Commitment

Core managed services maintain 99.5% availability measured monthly, excluding scheduled maintenance. Scheduled maintenance will be communicated with a minimum of 72 hours advance notice.

17.3 SLA Remedies

If Provider fails to meet the uptime commitment for two (2) consecutive months, Customer's sole remedy is a service credit equal to 5% of the monthly service fee for the affected service, not to exceed 25% of the monthly service fee in any single month. Credits must be requested within thirty (30) days of the service failure.

18. Contact Information

IT's IT LLC
2503 Del Prado Blvd, Suite 405, Cape Coral, FL 33904
Phone: 239-935-9891
General: support@itsitllc.com
Billing: AP@itsitllc.com
Legal Notices: legal@itsitllc.com
Website: www.itsitllc.com
Support Portal: itsitllc.com
Emergency Support: 239-935-9891

19. Acknowledgment and Execution

By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Service. You further acknowledge that you have the authority to accept these Terms on behalf of your organization and that no representations, promises, or agreements have been made other than as contained herein.

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

Provider provides expert support for the following certified partner technologies:

  • Hardware: Lenovo, Dell, HP, Samsung
  • Networking: Cisco, Ubiquiti UniFi, Arista
  • Security: Untangle, enterprise firewall solutions, INKY, EDR/SOC platforms
  • Peripherals: Logitech, Canon, Epson, PNY, Yealink
  • Communications: Yealink, leading VoIP platforms
  • Virtualization: nComputing, VMware, Hyper-V
  • Cloud Platforms: Microsoft 365, Azure, AWS
  • Backup & DR: Datto, cloud-based BCDR solutions

Support for technologies not listed herein may be provided on a best-effort basis at professional services rates.

Appendix C: Service Exclusions Detail

The following items are specifically excluded from all recurring managed service plans unless otherwise expressly agreed in a Service Order:

  • Additional project work of any kind (initial project deployment is quoted separately).
  • Cost of parts, equipment, hardware, or shipping charges of any kind.
  • Cost of additional software, licensing, or software renewal/upgrade fees.
  • New equipment installations, moves, additions, or changes (MAC work).
  • Third-party vendor or manufacturer support fees or incident charges.
  • Failures due to acts of God, building modifications, accidents, fire, power failures, Client misuse, or adverse environmental conditions.
  • Network cable installation, testing, and components needed for serviceability.
  • Any pre-existing condition as noted by Provider or Customer during onboarding.
  • Support for end-of-life, end-of-support, or non-standard hardware and software not on Provider's supported technology list.

These Terms and Conditions are effective as of March 19, 2026, and supersede all previous versions.
Last Updated: March 2026 | Version 13.0 | © 2026 IT's IT LLC. All rights reserved.