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 Mahoning County, Ohio.

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, etc…). Such increases will be passed through to You with thirty (30) days’ notice.

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: Except as expressly stated, We are not liable for any damages caused by negligence or non-availability of Goods/Services.

6.4 Manufacturer Warranty: You must rely on warranties provided by the manufacturer of Goods and deal directly with them for claims.

7. CLIENT OBLIGATIONS

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.

8. 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.

9. 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.

10. 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.