Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

• “After Hours”: Any time outside of standard Business Hours, specifically 5:00 PM to 7:30 AM Monday through Friday, the entirety of Saturday and Sunday, and all observed Public Holidays.
• “Business Hours”: Monday through Friday, 7:30 AM to 5:00 PM, excluding Public Holidays.
• “Client,” “You,” or “Your”: The individual, business, or entity requesting a Quote or entering into an agreement for Goods and Services.
• “Conditions”: These standard General Terms and Conditions.
• “Damages”: All forms of loss or liability, including but not limited to actual, indirect, incidental, consequential, or punitive damages, as well as reasonable legal fees and court costs.
• “Goods”: Any hardware, software, or third-party products procured or provided by Us on Your behalf.
• “Rates”: The specific hourly fees and service charges are detailed in Your Rate Schedule, Service Plan, or Quote.
• “Services”: The professional labor, expert advice, and technical recommendations provided to the Client.
• “Us,” “Our,” or “We”: Data Consulting Network Solutions, LLC, including its authorized successors and assigns.
• “Work”: All technical activities, including but not limited to testing, troubleshooting, installation, system configuration, and general consulting.

2. APPLICATION OF THESE CONDITIONS

Unless otherwise agreed in writing by an authorized representative, the Contract consists of the Order, these Conditions, and the Quote. These Conditions take precedence over any terms provided in Your Order or other documents. Any additional terms provided by You are expressly rejected.

3. COMMITMENT TERM AND TERMINATION

3.1 Term: The minimum term is outlined in the Quote, beginning the first of the month following approval. 3.2 Renewal: After the initial term, the agreement automatically renews for the same period indefinitely unless terminated. 3.3 Termination (Client): You may terminate with 30 days’ notice for uncured material breach, or with 90 days’ notice without cause. 3.4 Early Termination: If terminated without cause prior to the end of the term, the amount remaining for the full term is owed immediately. 3.5 Termination (Us): We may terminate with 90 days’ written notice.

4. GOVERNING LAW

These Conditions are governed by the internal laws of the State of Ohio. You submit to the exclusive jurisdiction of the State and Federal courts of Trumbull County, Ohio. Any disputes exceeding $5,000 shall first be submitted to good-faith mediation before litigation.

5. PRICING AND PAYMENT

5.1 Taxes: All rates exclude Tax and other government charges unless stated otherwise. 5.2 Increments: Charges are calculated in increments (e.g., 1 hour or 30 minutes); the whole increment is charged even if only part of the time is used. 5.3 Late Payment: Invoices are due as stated on the invoice. If 7 days late, We may suspend Services without notice. 5.4 Interest: Interest will be charged daily on overdue sums at the maximum rate allowed by law. 5.5 Third-Party Costs: We reserve the right to adjust Rates or Quote pricing to reflect increases in costs charged to Us by third-party vendors (e.g., Microsoft 365, AWS, Google, or AI-related service surcharges). Such increases will be passed through to You with thirty (30) days’ notice. 5.6 Pricing Policy: All pricing is subject to change at any time. Special Projects are not included within the Monthly Service agreements.

6. LIABILITY, WARRANTIES, AND SECURITY

6.1 Data Loss: We are not liable for any program or data loss. You are solely responsible for backing up your programs and data. 6.2 Cybersecurity: While We use industry-standard efforts to secure Your systems, You acknowledge that no security solution is 100% effective. We do not warrant that Your systems will be invulnerable to all malware, ransomware, or unauthorized access. 6.3 General Limit & Mishaps: Except as expressly stated, We are not responsible or liable for any damages, mishaps, or losses caused by negligence, system downtime, or non-availability of Goods/Services. Our total liability for any claim shall not exceed the amount paid by You for the specific Service giving rise to the claim. 6.4 Manufacturer Warranty: You must rely on warranties provided by the manufacturer of Goods and deal directly with them for claims. 6.5 Credential Responsibility: You are responsible for the security of all administrative and user credentials within your organization. DCNS is not liable for unauthorized access resulting from social engineering, phishing, or the Client’s failure to enforce internal password policies. 6.6 Insurance: We maintain professional liability (Errors & Omissions) and cybersecurity insurance.

7. CLIENT OBLIGATIONS & INFRASTRUCTURE

7.1 Cooperation: You shall provide Us with all necessary access to Your premises, hardware, and software, including administrative passwords, as required to perform the Services. 7.2 Delays: We are not liable for any delays or failures in Service caused by Your failure to provide timely access, information, or cooperation. 7.3 Environment: You are responsible for maintaining adequate power, cooling, and internet connectivity. 7.4 End-of-Life (EOL) Hardware: We are not responsible for supporting hardware or software that has reached End-of-Life status or is no longer supported by the manufacturer.

8. NON-SOLICITATION AND CONFIDENTIALITY

8.1 Non-Solicitation: During the term of Service and for three (3) years thereafter, You shall not hire or engage any person who is or was Our employee. Breach of this clause requires immediate payment of 100% of the employee’s total annual salary as liquidated damages. 8.2 Confidentiality: Both parties agree to protect each other’s sensitive, proprietary, or private business information.

9. INDEMNIFICATION

You agree to indemnify and hold DCNS harmless against claims resulting from Your misuse of systems. We agree to indemnify You against claims resulting from Our gross negligence or willful misconduct.

10. DISENGAGEMENT AND EXIT

Upon termination, We will provide reasonable assistance to transition Your data to a new provider. All such transition work will be billed at Our then-current Rates and must be paid in full prior to the final release of credentials or data.

11. INTELLECTUAL PROPERTY

We retain all right, title, and interest in and to any scripts, code, methodologies, or proprietary tools used or developed by Us in the course of performing the Services. Upon full payment of all invoices, We grant You a non-exclusive, non-transferable license to use such Work solely for Your internal business operations.

12. MANAGED IT SERVICES SUPPORT & BILLING

For clients enrolled in our Unlimited Managed IT Services plan, the following specific provisions apply: 12.1 Scope of Service: All remote and on-site technical support requests and service calls are covered under the predictable monthly flat rate. This includes infrastructure management and system maintenance. Limited technical support is provided for mobile devices, office copiers, phone systems or other 3rd party vendor supplied hardware. 12.2 Billing and Exclusions: The recurring monthly fee covers all professional labor and service time. Charges beyond the monthly fee are restricted to the following:

Category	Status	Billing Policy
Labor & Service Calls	Included	$0 additional cost for service time.
Hardware Procurement	Billable	Client is responsible for cost of physical goods.
Software & Licensing	Billable	Third-party licensing and subscription fees.

12.3 Service Level Agreement (SLA):

Priority	Definition	Target Response
P1	Critical System Outage	15 mins
P2	Degraded Performance	30 mins
P3	Request/Question	Up to 12/24 hrs

12.4 Modifications: We reserve the right to amend the terms of the MSP Agreement at any time. Changes will be effective upon written notice to the Client.

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, pandemics, war, civil unrest, government action, or widespread internet/utility disturbances. In such events, obligations are suspended for the duration of the event.

14. REGULATORY COMPLIANCE

While DCNS provides tools and recommendations to assist with data security, the Client is ultimately responsible for ensuring their business meets all applicable legal and regulatory requirements (e.g., HIPAA, GDPR, PCI-DSS). DCNS does not provide legal advice or guarantee regulatory certification unless specifically stated in a separate Compliance Management Agreement.

15. ENTIRE AGREEMENT & SEVERABILITY

This document constitutes the entire agreement between the parties. If any clause is found invalid by a court, the remaining terms shall remain in full force and effect.