Terms & Conditions

Goods and Services

10. Quotes

10.1 Validity Period

Quotes are valid until the expiration date stated on the Quote. After the expiration date, pricing, availability, and terms may change without notice.

10.2 Acceptance of Quotes

A Quote becomes a binding Order when You accept it through any of the following methods:

1. signing the Quote;
2. approving it electronically through Our systems;
3. replying affirmatively by email; or
4. issuing a purchase order referencing the Quote.

10.3 Corrections and Errors

We may correct any obvious errors, omissions, or inaccuracies in a Quote at any time prior to fulfillment, including pricing changes resulting from vendor or distributor adjustments. Corrected Quotes will be provided to You for approval if changes materially affect cost or scope.

10.4 Payment Requirements for Hardware and Non-Returnable Items

For all hardware, equipment, and other non-returnable or custom-ordered Goods, full payment is required before We procure the items from suppliers. Orders will not be placed until payment is received in cleared funds.

10.5 Price Changes and Availability

Quoted pricing and availability are based on information available at the time the Quote is issued. Hardware, licensing, and third-party services are subject to vendor price changes, stock fluctuations, and supply constraints beyond Our control. If prices or availability change before You accept a Quote, the Quote will be updated accordingly.

10.6 Substitutions

If a quoted product becomes unavailable, We may propose a substitute of equal or greater quality. Substitutions that increase the quoted price will require Your approval. Substitutions that maintain the same price and meet or exceed the originally quoted specifications may be provided without further approval unless otherwise stated in the Quote.

10.7 Return, Cancellation, and Restocking Fees

If You request cancellation of an accepted hardware order, or if a return is permitted, any restocking, cancellation, shipping, or handling fees charged by the distributor or vendor will be passed through to You. Some items may be non-returnable or subject to additional vendor restrictions.

10.8 Freight, Shipping, and Logistics

Shipping, freight, and delivery charges will be added to the Order unless explicitly stated otherwise. Delivery times are estimates and may vary due to vendor, distributor, or carrier delays.

10.9 Quote Scope and Assumptions

Quotes are prepared based on the information provided by You at the time. Any changes to requirements, specifications, quantities, or assumptions may result in revised pricing or scope adjustments.

10.10 Quotes Do Not Guarantee Stock

Quotes do not reserve inventory. Stock is secured only once an accepted Order is paid (where required) and submitted to the distributor or vendor.

11. Orders

11.1 Placing Orders

You may place an Order for Goods or Services using the methods designated by Us, including electronic quote approval, email confirmation, or a purchase order referencing Our Quote.

Orders must include all required billing, shipping, tax, and contact information. You are responsible for providing accurate details, including any tax-exempt documentation where applicable.

11.2 Acceptance of Orders

An Order is not binding until accepted by Us. Acceptance occurs:

1. for hardware or one-time purchases: upon Our receipt of full payment in cleared funds for all Goods, freight, and related charges;
2. for services or labor-based Orders: when We provide written confirmation, schedule the work, or begin performing the Services, whichever occurs first.

We may rely on the apparent authority of any person submitting an Order on Your behalf unless We have actual knowledge to the contrary.

11.3 Right to Decline or Cancel Orders

We may decline, suspend, or cancel any Order before fulfillment if, in Our reasonable judgment:

1. required items are unavailable or discontinued;
2. vendor pricing or availability changes;
3. You have outstanding invoices or credit holds;
4. required information, access, prerequisites, or approvals are not provided;
5. fulfilling the Order would violate law, licensing terms, or security standards; or
6. We determine that the Order cannot be completed as scoped.

If We decline or cancel an Order under this Section, any payments You have made for that Order will be refunded.

11.4 Purchase Order (PO) Requirements

If You use purchase orders:

1. the PO must match the scope, quantities, and pricing in Our Quote exactly;
2. any terms, conditions, or obligations included in a PO that conflict with or add to these Conditions or the governing Agreement are void and of no effect; and
3. We may reject or require correction of any PO that does not match the approved Quote.

11.5 Order Dependencies and Client Responsibilities

Delivery of any Order may require:

1. access to systems, locations, or personnel;
2. administrative permissions or vendor authorizations;
3. active support agreements with third-party vendors;
4. prerequisite licensing, subscriptions, or hardware;
5. scheduling availability; or
6. completion of other tasks or configurations by You or Your vendors.

We are not responsible for delays caused by Your failure to meet these requirements or by circumstances outside Our reasonable control.

11.6 No Cancellation After Costs Are Incurred

Once We accept an Order, You may not cancel it without Our written consent.

If You request cancellation after We have incurred any costs— including hardware procurement, licensing purchases, labor, configuration work, or vendor restocking fees—you agree to pay all such costs, as well as any applicable Return/Cancellation Fees.

Certain items (e.g., custom orders, special-order hardware, software licenses, cloud subscriptions) may be non-cancelable and non-returnable.

11.7 Title, Risk, and Delivery

Risk of loss, damage, or delay passes to You upon delivery to Your location or designated shipping point. Title passes only after We receive full payment in cleared funds.

Delivery dates are estimates only. We are not liable for delays caused by carriers, manufacturers, customs, supply-chain issues, or other external factors.

11.8 Security and Fraud Prevention

We may require identity verification, proof of authorization, or additional documentation before fulfilling any Order, particularly in cases involving:

• high-value hardware,
• licensing purchases,
• payments from new clients, or
• suspicious or unusual requests.

We reserve the right to decline or investigate Orders that appear fraudulent or unauthorized.

12. Pricing and Rates

12.1 Rates Exclude Taxes

All prices, rates, and charges are exclusive of applicable taxes unless expressly stated otherwise. You are responsible for all sales, use, excise, and similar taxes in connection with the Goods or Services, excluding taxes imposed on Our net income.

12.2 Pricing Authority

Pricing for Goods and Services is governed by:

1. the Managed Service Agreement (if applicable),
2. any Plan or Plan Schedule,
3. the Rates described in the MSA Appendices, and
4. any written Quote or Statement of Work.

Unless expressly stated otherwise in writing, the Rates in effect when Services are performed or Goods are procured will apply.

12.3 Annual Rate Adjustments

We may adjust Rates from time to time to reflect changes in market conditions, labor costs, vendor pricing, or inflation. Unless otherwise stated in a Managed Service Agreement, Proposal, or Plan Schedule:

1. for non-term or one-time Services, updated Rates apply at the next billing cycle after notice to You;
2. for term-based Services governed by a Commitment Term, updated Rates apply at the start of the next Renewal Term, unless You agree in writing to earlier adoption; and
3. for vendor-driven increases (including but not limited to Microsoft, security platforms, or SaaS licensing), We may pass through such increases effective on the vendor’s effective date, and those increases may apply during the then-current Commitment Term.

12.4 Call-Out and Travel Fees

Onsite work may incur call-out or travel fees unless expressly waived in a Proposal or Quote. Travel charges apply to all onsite visits unless otherwise stated. Additional costs (parking, tolls, mileage, lodging, etc.) are billable.

12.5 Return/Cancellation Fees

If You request cancellation of an Order, or if We arrange a return or refund on Your behalf, You agree to pay all associated vendor restocking fees, return charges, shipping, and Our administrative Return/Cancellation Fee. These amounts may be deducted from any refund due.

12.6 Out-of-Pocket Expenses

You must reimburse Us for reasonable out-of-pocket expenses incurred while providing Goods or Services, including but not limited to:

• travel costs, flights, ground transportation, and lodging
• specialized tools or equipment rentals
• freight and handling
• vendor-required support fees

Expenses over $250 or any expense requiring air travel will be submitted for Your approval unless required to respond to an emergency or avoid system degradation.

12.7 Hardware, Licensing, and Project Deposits

(a) Hardware & Licensing

Hardware, software licenses, cloud subscriptions, and third-party services must be paid in full before procurement, unless otherwise agreed in writing with the Client.

(b) Project Deposits

For projects, deployments, migrations, or work estimated at $5,000 or more, We may require a deposit of up to 50% of the total estimated cost before scheduling. Projects exceeding $15,000 will require progress or milestone billing unless otherwise agreed in writing with the Client.

(c)

Work will not begin until required deposits are paid.

12.8 Separate Billing for Goods and Services

We may bill Goods and Services together or separately at Our discretion. Hardware and licensing charges are typically billed immediately upon Order acceptance.

12.9 Minimum Billing Increments

Unless otherwise stated:

• Remote work is billed in 15-minute increments.
• Onsite work is billed in 30-minute increments after any applicable minimum charge.
• Emergency, expedited, and after-hours work is billed at the enhanced rates outlined in the Managed Service Agreement.

12.10 Vendor Cost Changes

If manufacturer, distributor, or vendor pricing changes before procurement or completion of an Order, We may adjust the final price to reflect the difference. We will notify You of material changes.

12.11 Prepaid Blocks of Time or Services

If You purchase prepaid blocks of hours or services:

1. They must be paid in full before use.
2. Usage is calculated using the standard minimum increments.
3. Unused hours expire at the end of their designated period and do not roll over.
4. Any unused hours are forfeited upon termination of the governing Agreement unless We agree otherwise in writing.
5. Prepaid amounts are non-refundable unless We expressly approve.

12.12 No Withholding or Offsets

You must pay all undisputed amounts when due, and You may not delay or withhold payment based on disputes, performance issues, or vendor delays. Disputes must be submitted in writing, and both parties will work in good faith to resolve them.

13. Services and Plans

13.1 Governing Documents

All Services, Plans, service tiers, inclusions, and exclusions are defined exclusively in Your Managed Service Agreement (“MSA”) and the associated Proposal, Plan Schedule, and appendices. In particular, Appendix C of the MSA describes Included Services and Appendix B describes Excluded Services. In the event of any conflict between this Section 13 and the MSA or its appendices, the terms of the MSA will control.

13.2 Plan Changes, Upgrades, and Downgrades

Changes to Your selected Plan, including adjustments to service tiers, user counts, device counts, or add-on services, are governed by the MSA.

Unless otherwise stated in the MSA or agreed in writing:

1. Upgrades (e.g., additional users, higher service tier, additional add-ons) may be made at any time and will be billed at the adjusted rate for the remainder of the current term.
2. Downgrades, reductions in service tier, or removal of included services require Our written approval and may only take effect at the start of Your next Renewal Term. Mid-term downgrades may impact Your pricing, service levels, or available features.

13.3 Changes to Tools, Platforms, and Service Delivery

We may modify or update the tools, platforms, processes, or technologies used to provide the Services as part of normal service evolution, including security stack updates, monitoring enhancements, automation improvements, or replacement of vendors.

Any such updates will not materially reduce the overall level of Services provided under the MSA.

13.4 No Implicit Services or Inclusions

Plans do not include any service, task, support item, or responsibility not expressly included in the MSA, Proposal, or applicable Statement of Work.

Exclusions are defined in Appendix B of the MSA.

13.5 Assignment and Transferability

Assignment, transfer, or reassignment of any Plan or Service to another entity (including through merger, acquisition, reorganization, or sale of business assets) is governed by the MSA.

No Plan or Service may be transferred without Our written consent.

13.6 Billing and Plan Quantities

Billing for Plans, including user counts, device counts, site tiers, and add-on quantities, is governed by the MSA. Adjustments occur according to the terms in the MSA and do not need to be restated here.

14. Contracting

14.1 Use of Subcontractors

We may use subcontractors, contractors, third-party service providers, or specialized vendors to deliver or support the Services. We may do so without seeking or obtaining Your prior approval.

14.2 Responsibility and Oversight

We remain responsible for the overall management and oversight of the Services We provide.

However, We are not liable for:

1. acts or omissions of subcontractors or third-party vendors that are outside Our reasonable control;
2. failures, outages, defects, or delays caused by third-party platforms, tools, cloud providers, carriers, or software vendors; or
3. vendor-driven limitations, licensing restrictions, or operational constraints.

This includes, without limitation: security vendors, SOC partners, SaaS platforms, cloud/hosting providers, backup vendors, monitoring tools, RMM systems, authentication providers, email security platforms, and penetration testing platforms.

14.3 Confidentiality and Data Protection Requirements

Any subcontractor, contractor, or third-party provider engaged by Us who may access Your systems or data will be required to follow confidentiality, security, and data-protection obligations no less protective than those that apply to Us.

This includes compliance with any Business Associate Agreement, Data Processing Addendum, or similar document executed between You and Us.

14.4 No Third-Party Beneficiaries

Subcontractors, contractors, vendors, and all other third parties engaged by Us have no rights under this Agreement, are not intended beneficiaries of this Agreement, and may not enforce or rely upon any provision of this Agreement.

14.5 Vendor and Third-Party Dependencies

You acknowledge that certain Services rely on the availability, functionality, and performance of third-party systems, platforms, vendors, and cloud services.

We are not responsible for:

1. third-party outages or service interruptions;
2. vendor-driven price increases or licensing changes;
3. failures caused by vendor policies, API limitations, or integration constraints.

14.6 No Restriction on Substitute Providers

We may replace or change subcontractors, SOC/NOC partners, cloud vendors, or tools at any time, provided such changes do not materially reduce the overall level of Services provided to You.

15. Delivery, Title and Risk

15.1 Delivery and Risk Transfer

Risk of loss, damage, theft, or delay passes to You when the Goods are delivered to the address You designate. Delivery occurs when the carrier confirms delivery, regardless of whether the Goods are signed for by You, an employee, agent, or other representative.

You are responsible for ensuring a secure and suitable delivery location.

15.2 Shipment Insurance

Unless otherwise stated in writing, all Goods are shipped uninsured. You are responsible for insuring Goods in transit. If You request insured shipment, We will arrange it and bill the associated cost to You.

15.3 Lost, Damaged, or Defective Goods in Transit

If Goods are lost or damaged in transit, or arrive defective due to carrier handling:

1. We may assist You in filing a carrier or manufacturer claim as a courtesy, but We are not financially responsible for loss, damage, or replacement;
2. replacement hardware must be paid for by You; and
3. claims, investigations, and reimbursement timelines are controlled by the carrier or manufacturer.

We are not liable for delays caused by carrier investigations or manufacturer processing.

15.4 Retention of Title and Security Interest

Title to Goods does not pass to You until all amounts due to Us for those Goods—including freight, taxes, fees, and related charges—are paid in full in cleared funds. We reserve a security interest in all Goods until full payment is received.

For Goods valued at $10,000 or more, We may file a UCC-1 financing statement with the Massachusetts Secretary of State to perfect Our security interest, and You agree to cooperate with any reasonable requests to facilitate such filing.

If payment is not received when due, We may exercise all rights available to a secured creditor under the Uniform Commercial Code, including repossession of unpaid Goods.

15.5 Right of Access for Repossession

If any amount due for Goods remains unpaid after the applicable grace period:

1. We may enter any premises where the Goods are located (with reasonable notice when commercially practicable) to repossess them;
2. You authorize Us and Our agents to access such premises for that purpose;
3. You will indemnify Us for any costs, losses, or liabilities incurred during lawful repossession.

This right survives termination of this Agreement.

15.6 Delivery Access Requirements

You must ensure:

1. safe and reasonable access to the delivery site;
2. appropriate personnel available to receive and secure the Goods; and
3. accurate delivery instructions, including any gate codes, security protocols, or special requirements.

We are not responsible for delays, failed delivery attempts, or redelivery charges resulting from incomplete or inaccurate information.

15.7 Installation, Onsite Handling, and Environmental Conditions

For any onsite installation, staging, or setup, You must provide:

1. safe working conditions compliant with OSHA or other applicable standards;
2. adequate space, power, cooling, and physical infrastructure;
3. appropriate mounting or rack hardware when required;
4. uninterrupted access to the equipment and related areas.

We may decline or reschedule work if conditions are unsafe or unsuitable for proper installation.

15.8 No Liability for Delays

We are not liable for delays in delivery caused by carriers, manufacturers, customs, supply chain disruptions, or events outside Our reasonable control. All delivery dates are estimates only.

15.9 Acceptance and Inspection

You must inspect all delivered Goods upon receipt. Any issues must be reported to Us in writing within seven (7) days of delivery. After that period, the Goods are deemed accepted.

16. Returns and Claims for Goods and Services

16.1 Manufacturer and Vendor Policies Govern

All Goods are supplied subject to the return, replacement, and warranty policies of the applicable manufacturer or vendor.

We do not provide return rights beyond those policies.

Any return or claim is subject to the vendor’s approval, conditions, and processing timelines.

16.2 Non-Returnable Items

The following categories of Goods are non-returnable under all circumstances:

1. custom-configured, special-order, or built-to-spec hardware;
2. servers, firewalls, network appliances, and enterprise equipment;
3. software licenses, cloud subscriptions, or security tools;
4. Microsoft 365, backup, security, or SaaS licensing;
5. any product tied to a serial number, activation key, or subscription term;
6. discontinued, clearance, or non-stock items;
7. any item identified by the vendor as non-returnable.

These items cannot be canceled or refunded once ordered.

16.3 Inspection and Notice Requirement

You must inspect all delivered Goods immediately.

Any claim relating to incorrect, damaged, defective, or missing items must be submitted in writing within seven (7) days of delivery.

After this period, Goods are deemed accepted.

16.4 Return Condition Requirements

If a return is approved by the vendor or manufacturer:

1. Goods must be returned in original packaging with all accessories, materials, and documentation;
2. Goods must be unused, undamaged, and in resalable condition unless the vendor permits otherwise;
3. all shipping and return costs are the responsibility of the Client;
4. We may require photos, serial numbers, and testing before processing.

We reserve the right to reject returns that do not meet these requirements.

16.5 Restocking Fees and Vendor Charges

Any restocking fee, processing fee, or administrative charge imposed by a vendor or distributor will be passed through to You.

These fees may be deducted from any refund amount.

16.6 Shipping Damage or Loss

If Goods are lost or damaged in transit:

1. We may assist You in submitting a carrier or vendor claim, but We are not financially responsible for the loss;
2. replacement hardware or equipment must be paid for by You;
3. reimbursement, if any, is controlled solely by the carrier or vendor;
4. We are not liable for delays caused by claim processing.

Risk of loss transfers to You upon delivery to Your designated location.

16.7 Returns of Services

Services, labor, consulting time, configuration, engineering work, project work, and support activities are not refundable, whether consumed or partially completed, as the value is delivered through time, expertise, and resource allocation.

16.8 Data Loss Disclaimer

We are not responsible for any data loss, corruption, or system issues arising from:

• the return, replacement, or repair of Goods;
• hardware failure;
• shipping or handling;
• vendor diagnostics or warranty processing.

You are solely responsible for ensuring appropriate backups.

16.9 No Returns Without Authorization

Goods cannot be returned to Us without a valid Return Merchandise Authorization (RMA) issued by Us or the manufacturer. Unauthorized returns may be rejected or discarded.

16.10 Client-Caused Issues

You indemnify Us against claims, losses, or vendor refusals caused by:

• misuse, improper installation, or physical damage;
• environmental issues such as heat, humidity, dust, or electrical surges;
• incorrect or incomplete information provided by You;
• unauthorized modifications or repairs.

17. Computer Utility, Functionality and Fitness for Purpose

17.1 Nature of Technical Work

You acknowledge that information technology systems are complex and that diagnosis, troubleshooting, remediation, and configuration work often require iterative investigation and trial-and-error. We will use commercially reasonable skill, care, and efforts in performing the Services, but We do not warrant that every issue can be resolved, nor that any recommendation, configuration, or change will achieve a specific desired outcome.

17.2 No Guarantee of Compatibility or Outcomes

Due to variations in hardware, software, cloud platforms, third-party integrations, legacy systems, and environmental factors, We do not guarantee:

1. that any Goods or Services will be compatible with Your environment;
2. that customizations, integrations, or migrations will perform as expected;
3. that recommended configurations will resolve all issues; or
4. that any particular performance, functionality, or result will be achieved.

You remain responsible for determining whether any Goods or Services are appropriate for Your operational, technical, compliance, or business requirements.

17.3 Client Responsibility for Decisions and Fitness for Purpose

Recommendations We provide—including hardware, software, licensing, cloud services, security tools, and configurations—are advisory. Decisions about whether to follow such recommendations, purchase particular products, adopt certain technologies, or implement changes rest solely with You.

You accept all responsibility for determining the suitability, fitness for purpose, and expected results of any Goods or Services You choose to procure or deploy.

17.4 Third-Party Platforms and Vendor Behavior

We are not responsible for:

1. failures, defects, outages, or degraded performance caused by third-party vendors, manufacturers, carriers, hosting providers, cloud services, SaaS applications, LOB vendors, or security providers;
2. changes to third-party features, APIs, pricing, or licensing;
3. vendor deprecations, product limitations, or unsupported configurations; or
4. delays or failures caused by vendor support processes.

Your recourse for such issues is solely with the applicable vendor.

17.5 Dependence on Client Cooperation and Environment

Our ability to provide the Services depends on:

1. Your environment meeting the Technology Standards;
2. Your timely cooperation, access, information, and approvals;
3. current and valid software licenses;
4. implemented security controls such as MFA and patching;
5. stable power, cooling, and physical infrastructure; and
6. Your adherence to Our instructions and recommended best practices.

We are not responsible for delays, limitations, failures, or additional costs arising from any lack of cooperation or environmental deficiencies.

17.6 Effect of Declining Recommendations

If You decline, delay, modify, or fail to implement Our recommendations—including but not limited to hardware refreshes, security controls, backups, operating system updates, lifecycle management, or remediation activities—We are not responsible for:

1. resulting failures, vulnerabilities, incidents, or downtime;
2. degraded performance or instability;
3. data loss or recovery limitations; or
4. increased recurrence of support issues.

Declined recommendations may limit or restrict the assistance We can provide.

17.7 Reasonable Assistance Limit

We will provide reasonable assistance in attempting to isolate and resolve issues using commercially reasonable efforts. Where continued troubleshooting, redesign, remediation, or investigation would exceed what We reasonably consider to be included in Your Plan or the agreed scope of Work, We may treat additional efforts as out-of-scope. Any such additional Work will be billed according to the Rates applicable under the Managed Service Agreement or any applicable Statement of Work, after notifying You of the change in scope.

17.8 No Liability for Functional Expectations

Except as expressly stated in writing, We do not warrant that any Goods or Services:

1. will meet all functional requirements or performance expectations;
2. will be uninterrupted or error-free; or
3. will resolve all reported symptoms or issues.

18. Force Majeure

18.1 Suspension of Obligations

We are not liable for any delay, failure, or interruption in performing the Services or delivering Goods to the extent such delay or failure is caused by a Force Majeure Event. Our obligations will be suspended for the duration of the Force Majeure Event and will resume once the event has concluded.

18.2 Definition of Force Majeure Event

A “Force Majeure Event” means any event or circumstance beyond Our reasonable control, whether foreseeable or unforeseeable, including but not limited to:

1. failures, outages, or delays by third-party vendors, carriers, cloud providers, or utilities;
2. supply-chain disruptions or shipping delays;
3. fire, flood, storm, earthquake, or other natural disaster;
4. pandemics, public health emergencies, or government restrictions;
5. war, terrorism, civil unrest, riots, or acts of public enemy;
6. labor disputes, strikes, lockouts, or work stoppages affecting Us or our suppliers;
7. power outages, internet disruptions, or infrastructure failures;
8. acts or omissions of third parties, vendors, or service providers;
9. any other event that makes performance commercially impracticable.

18.3 Notice and Mitigation

We will notify You of any Force Majeure Event that materially affects Our ability to perform and will use commercially reasonable efforts to mitigate the impact where feasible. However, We are not obligated to incur unreasonable costs or unusually burdensome efforts to overcome such events.

18.4 No Liability for Resulting Delays

We are not responsible for:

1. missed delivery dates,
2. delayed projects,
3. prolonged ticket resolution,
4. service interruptions, or
5. any losses or damages

arising from a Force Majeure Event.

All dates, timelines, and estimates are automatically extended by the duration and impact of the event.

18.5 Client Responsibilities During a Force Majeure Event

You remain responsible for:

1. ensuring Your systems are backed up and protected;
2. complying with Our instructions to minimize impact;
3. maintaining Your own business continuity and disaster recovery plans;
4. continuing to pay all undisputed charges.

A Force Majeure Event does not eliminate payment obligations for Services already rendered or for subscription-based Services.

18.6 Optional Termination

If a Force Majeure Event continues for more than sixty (60) consecutive days and materially prevents performance, either party may terminate the affected portion of the Services upon written notice.

Any prepaid amounts for unused Services will be refunded only to the extent that We have not incurred related costs.

19. Product Specifications

19.1 Manufacturer Specifications May Change

Product dimensions, specifications, features, availability, and performance are determined by the manufacturer and may change without notice. We are not responsible for differences between the specifications shown in a Quote and the final specifications of the delivered Goods when such differences result from manufacturer changes.

19.2 Substitutions

If a manufacturer discontinues a product, changes availability, or makes a materially similar product the only available option, We may supply a substitute product of equal or superior quality at no additional cost to You.

If the substitute product carries a higher cost and You approve it in writing, the additional cost will be billed to You.

19.3 No Warranty on Fit for Purpose

Product specifications and manufacturer descriptions are provided for convenience only.

We do not warrant that any Goods will meet Your performance expectations, compatibility requirements, or business objectives unless expressly agreed in writing.

19.4 Client Responsibility to Verify Requirements

You are responsible for confirming that the specifications, features, and capabilities of any Goods meet Your operational, technical, compliance, or performance requirements before approving an Order.

19.5 No Liability for Vendor Changes

We are not liable for delays, supply-chain issues, backorders, discontinued items, or manufacturer-driven substitutions or modifications. Delivery timelines and product availability are estimates only.

20. Warranties

20.1 Manufacturer Warranties Apply

All Goods supplied by Us are subject solely to the warranties provided by the applicable manufacturer or vendor.

We do not provide any additional warranties for Goods beyond those expressly stated by the manufacturer.

20.2 No Warranty by Braided for Goods

We do not guarantee, warrant, or represent the performance, reliability, durability, or fitness of any Goods. Your recourse for defective or non-performing Goods is exclusively through the manufacturer’s warranty process.

We will reasonably assist You in submitting warranty claims, but We are not responsible for the outcome of those claims.

20.3 Warranty for Services

We warrant that We will perform Services using commercially reasonable skill, care, and diligence consistent with industry standards.

This is the sole warranty provided by Us for Services.

20.4 Exclusion of Implied Warranties

To the fullest extent permitted by law, all other warranties, conditions, and guarantees—whether statutory, express, implied, or otherwise—are excluded, including but not limited to any implied warranties of:

1. merchantability;
2. fitness for a particular purpose;
3. non-infringement;
4. satisfactory quality;
5. quiet enjoyment; and
6. accuracy or completeness.

20.5 No Warranty for Results or Outcomes

We do not warrant or guarantee:

1. that any Goods or Services will meet Your specific requirements;
2. that any system, configuration, or solution will be error-free or uninterrupted;
3. that any recommended equipment, software, or process will achieve a specific result; or
4. that any installation, migration, or integration will produce a particular business or operational outcome.

20.6 Limitations of Manufacturer Warranty Support

We are not responsible for:

1. manufacturer delays;
2. warranty claim denials;
3. vendor repair timelines;
4. shipping costs or restocking fees;
5. data loss during warranty repair or replacement; or
6. replacement hardware availability.

You remain responsible for ensuring proper backups, retention, and recovery before sending equipment for warranty repair.

20.7 Warranty Voiding Conditions

Manufacturer warranties may be voided by factors including, but not limited to:

1. unauthorized modifications or repairs;
2. physical damage, misuse, or environmental conditions;
3. use of unsupported hardware or accessories;
4. operating outside recommended specifications.

We are not responsible for any loss of warranty coverage resulting from such conditions.

20.8 No Warranty for Third-Party Services

We make no warranty regarding the performance, availability, features, reliability, security, or results of any third-party products, cloud services, carriers, SaaS tools, ISPs, LOB applications, or vendor platforms.

Any warranty claims relating to such services must be made directly with the applicable third party.

20.9 Required Legal Disclosures

Nothing in this Section excludes or limits any warranty, guarantee, or right that cannot lawfully be excluded under applicable state or federal law.

To the extent such rights apply, Our liability is limited to the remedies permitted by law.

21. Liability

21.1 Maximum Liability

To the fullest extent permitted by law, the limitations and exclusions in this Section 21 apply to all Goods and Services We provide to You under any Managed Service Agreement, Plan, Proposal, Plan Schedule, Statement of Work, Order, or other arrangement incorporating these Conditions.

To the fullest extent permitted by law, Our total aggregate liability to You arising out of or related to the supply of Goods or Services—whether in contract, tort, negligence, statute, equity, or otherwise—will not exceed the lesser of:

1. the total fees paid by You to Us for the specific Goods or Services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim; or
2. ten thousand dollars ($10,000).

This limitation applies whether the claim arises individually, in aggregate, or across multiple incidents.

21.2 Exclusion of Consequential and Special Damages

To the fullest extent permitted by law, We are not liable for any indirect, incidental, punitive, exemplary, special, or consequential losses or damages, including without limitation:

• loss of revenue, profit, or anticipated savings;
• loss of business, opportunity, or goodwill;
• downtime, interruption, or loss of productivity;
• loss or corruption of data;
• costs of restoring data or systems;
• business interruption;
• cybersecurity incidents;
• reputational harm;
• third-party claims;
• penalties, fines, or regulatory sanctions;
• loss arising from delayed projects or deliverables.

These exclusions apply even if We were advised of, knew of, or should have known of the possibility of such damages.

21.3 No Liability for Vendor, Carrier, or Third-Party Failures

We are not liable for any failures, defects, delays, outages, inaccuracies, or service interruptions caused by:

1. third-party vendors, ISPs, cloud providers, SaaS applications, carriers, or manufacturers;
2. LOB application vendors or their support teams;
3. hardware, firmware, or software defects;
4. vendor support processes, timelines, or denials;
5. supply-chain delays or shortages;
6. licensing restrictions or vendor policy changes.

Your sole recourse for such issues is with the applicable vendor.

21.4 No Liability for Client Decisions or Non-Compliance

We are not responsible for any losses, failures, incidents, vulnerabilities, downtime, or damages resulting from:

1. Your refusal, delay, or failure to implement Our recommendations;
2. failure to maintain required security controls, licensing, or hardware standards;
3. use of unsupported systems, legacy platforms, or unapproved software;
4. changes made by You or third parties without Our authorization;
5. inadequate or improper backups maintained by You or Your vendors;
6. non-compliance with any regulatory or legal requirements.

21.5 No Liability for Environmental or Physical Conditions

We are not liable for damage, data loss, downtime, or hardware failure caused by:

• electrical issues, surges, or inadequate power protection;
• heat, humidity, dust, or water exposure;
• improper installation or environmental conditions;
• physical tampering or unauthorized repairs;
• improper mounting, cabling, or infrastructure support.

Environmental and physical protections are solely Your responsibility.

21.6 Cybersecurity and Threat Landscape Disclaimer

You acknowledge that no system, network, or service can be guaranteed secure. We do not guarantee prevention, detection, or remediation of:

• cyberattacks or intrusions;
• malware, ransomware, or viruses;
• unauthorized access;
• data breaches;
• advanced threats or nation-state attacks;
• zero-day vulnerabilities;
• exploitation of vendor software flaws.

We provide cybersecurity services based on commercially reasonable practices, tools, and recommendations, but You assume all risks inherent in operating technology systems.

21.7 No Liability for Data Loss

We are not responsible for:

• lost, corrupted, or inaccessible data;
• failed backups, unless We manage the full backup solution end-to-end and the failure results solely from Our negligence;
• data loss due to hardware failure, user actions, vendor defects, malware, or environmental factors.

You are solely responsible for validating backup integrity unless You have purchased a managed backup solution from Us.

21.8 Indemnification for Client Actions

You agree to indemnify, defend, and hold harmless Us and Our employees, directors, officers, contractors, and agents from any claims, damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your misuse of Goods or Services;
2. Your violation of laws, regulations, or third-party rights;
3. Your failure to follow Our instructions or recommendations;
4. Your breach of this Agreement;
5. actions of Your employees, contractors, or agents.

21.9 Regulatory and Compliance Limitations

We do not act as Your compliance officer, legal counsel, privacy officer, or auditor.

We are not liable for:

• compliance failures;
• regulatory penalties, investigations, or sanctions;
• certification failures;
• non-compliance with frameworks (HIPAA, GDPR, NIST, ISO, PCI, etc.).

Compliance guidance is advisory only unless stated otherwise in a separate Compliance-as-a-Service agreement.

21.10 Legal Exceptions

Nothing in this Section excludes or limits liability that cannot lawfully be excluded, including liability arising from gross negligence, willful misconduct, or obligations that cannot be waived under applicable law.

Where such liability cannot be excluded, it is limited to the maximum extent permitted.

22. Errors and Omissions

22.1 Pricing and Description Errors

We make reasonable efforts to ensure that prices, specifications, availability, and descriptions of Goods and Services are accurate at the time they are provided. However, errors, omissions, typographical mistakes, or vendor feed inaccuracies may occur.

If an error or omission is identified after issuing a Quote, Order, or invoice:

1. We may correct the error;
2. the corrected information will apply going forward; and
3. either party may cancel the affected portion of the Order if the correction materially changes the cost or scope.

22.2 Limitation of Liability for Errors

If We cancel an Order under this Section, Our liability is limited solely to returning any amounts You have paid for the affected Goods or Services that were not delivered.

We are not liable for any consequential or indirect losses arising from such errors or cancellations.

Our Responsibilities

23. Privacy Statements and Your Rights

23.1 Collection and Use of Personal Information

We collect and use Your personal information for the purposes of:

1. preparing and fulfilling Quotes, Orders, and Service Requests;
2. provisioning and managing Goods and Services;
3. verifying identity, authorizations, and account information;
4. coordinating with vendors and suppliers on Your behalf; and
5. complying with legal, regulatory, and security obligations.

You must provide accurate information to enable Us to deliver the Services.

23.2 Disclosure to Third Parties

We may disclose Your information to:

1. vendors, distributors, and service providers involved in supplying Goods or Services;
2. carriers, cloud providers, or support partners;
3. third parties required to fulfill Orders or diagnose issues;
4. Our employees, contractors, and affiliates assisting in service delivery; or
5. law enforcement, regulators, or others as required by law.

We will not sell Your information or disclose it for marketing purposes.

23.3 Storage and Access

Your information may be stored in systems operated by Us or Our service providers. You may request access to or correction of Your information at any time.

23.4 Accuracy Responsibility

We rely on the accuracy of information You provide. You are responsible for costs or delays arising from inaccurate or incomplete information.

24. SMS Program Terms

24.1 Opt-In and Purpose

You may choose to opt in to Braided’s SMS program. SMS messaging is used solely for operational purposes, including:

• authentication codes, MFA verifications, or identity confirmation;
• service-related updates or technician coordination;
• responses to requests initiated by You.

Braided does not send marketing or promotional SMS messages.

24.2 Consent and Participation

By providing a mobile number and requesting support that requires SMS communication, You consent to receive SMS messages for the purposes described above. Consent is voluntary and is not required to receive support through other channels (email, portal, or phone).

24.3 Message Frequency

Message frequency varies depending on Your requests and interaction with Our Service Desk. Messages are sent only when required to complete authentication steps or to assist with an active support request.

24.4 Charges

Standard carrier messaging and data rates may apply.

24.5 Opt-Out

You may opt out at any time by replying STOP. Once processed:

• You will receive a confirmation message;
• No further SMS messages will be sent unless You re-enroll.

Opting out may limit Our ability to complete identity verification or certain secure workflows.

24.6 Help and Support

For assistance related to SMS communications:

• Reply HELP, or
• Contact the Braided Service Desk using the contact information published on Our website.

24.7 Privacy and Data Handling

Braided does not sell, share, or disclose mobile numbers for marketing or promotional use.

SMS opt-in data is handled in accordance with Our Privacy Policy and may be stored as part of Your client record strictly for operational and authentication purposes.

24.8 Compliance

Braided follows industry-standard practices for SMS consent, opt-in/opt-out handling, and operational messaging, including requirements applicable to A2P messaging, carrier guidelines, and applicable federal regulations.

25. Our Website

25.1 No Warranty on Website Content

Information on Our website is provided for general informational purposes. While We make reasonable efforts to keep information accurate and up to date, We make no representations or warranties, express or implied, regarding:

1. the completeness, accuracy, or reliability of any information on Our website;
2. whether content is current, error-free, or suitable for any particular purpose; or
3. the availability or uninterrupted operation of the website or any related systems.

Website content does not replace formal proposals, Statements of Work, or managed service documentation and may not reflect Our latest pricing, service offerings, or terms.

25.2 No Guarantee of Availability or Security

We do not guarantee that the website will be:

• continuously available;
• free of outages, delays, interruptions, or performance issues;
• secure from malware, viruses, or harmful code; or
• compatible with Your systems, browsers, or devices.

You are responsible for maintaining appropriate cybersecurity measures (such as antivirus software, secure configurations, and updated browsers) when accessing any online resource.

25.3 External Links and Third-Party Information

Our website may contain links to external or third-party sites.

You acknowledge and agree that:

1. such links are provided for convenience only;
2. Braided does not control or endorse any third-party websites, services, or products; and
3. We are not responsible for any content, accuracy, practices, or policies of third-party websites.

Your use of external websites is entirely at Your own risk.

25.4 No Creation of Obligations

Information presented on Our website does not:

• constitute a binding offer;
• modify any Agreement;
• create any warranty or representation; or
• override the terms of any Proposal, SOW, MSA, or the Terms & Conditions.

If there is any conflict between website content and an executed agreement, the executed agreement controls.

25.5 Intellectual Property

All website content, including text, graphics, branding, design, documents, logos, and other materials, is the intellectual property of Braided Technologies or its licensors.

You may not reproduce, distribute, modify, or create derivative works without Our express written consent.

26. Insurance Coverage

26.1 Braided’s Insurance

We will maintain, at Our expense, commercial general liability insurance with coverage of at least $1,000,000 in the aggregate. Certificates of insurance will be provided upon request.

26.2 Client Insurance Requirements

You must maintain, at Your expense, the following minimum insurance coverages throughout the term of this Agreement:

Cyber Liability Insurance
You must maintain cyber liability insurance with limits of not less than $1,000,000 per incident and $2,000,000 in the aggregate, or another amount specified in Your Proposal or Managed Service Agreement.

Clients with fewer than 25 employees may request a lower minimum limit, subject to Our written approval.

For Clients subject to HIPAA, GDPR, or similar regulatory frameworks requiring breach notification, cyber liability insurance must include:

• breach response and notification coverage;
• regulatory defense and penalty coverage;
• forensic investigation coverage; and
• credit monitoring and identity theft services.

The cyber liability policy must:

• name Braided Technologies, LLC as an additional insured;
• include a waiver of subrogation in favor of Braided Technologies, LLC; and
• remain in force without lapse throughout the term of this Agreement.

General Liability Insurance
You must maintain commercial general liability insurance covering bodily injury, property damage, and personal injury with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate.

26.3 Proof of Insurance and Enforcement

(a) Certificate Requirements
You must provide certificates of insurance evidencing the required coverages:

• within thirty (30) days of the effective date of this Agreement;
• annually upon policy renewal; and
• within ten (10) business days upon Our request.

Certificates must show:

• coverage amounts meeting or exceeding the minimums stated above;
• Braided Technologies, LLC listed as certificate holder;
• Braided Technologies, LLC listed as additional insured (for cyber liability); and
• policy expiration dates.

(b) Suspension for Non-Compliance
If You fail to maintain required insurance or fail to provide proof of coverage when requested, We may:

• suspend Services until compliant insurance is demonstrated;
• decline to provide incident response, breach assistance, or forensic support;
• require prepayment or deposits for any emergency work; and
• charge enhanced rates for any work performed without insurance verification.

(c) Waiver of Liability Cap Claims
If You fail to maintain cyber liability insurance as required by this Section, You waive any right to invoke the liability limitations in Section 21.1 for claims arising from cybersecurity incidents, data breaches, or security failures. In such cases, Our liability for those claims will be governed by applicable law rather than the contractual cap.

(d) No Additional Premium
You may not charge Us, invoice Us, or seek reimbursement for the cost of adding Braided Technologies as an additional insured or certificate holder.

26.4 No Substitution for Client Insurance

Our insurance does not replace or serve as a substitute for Your own cyber, business continuity, or liability coverage. You remain solely responsible for insuring Your systems, data, operations, and business risks.

Your Responsibilities

27. Lodging of Service Requests

27.1 Required Submission Methods

Service Requests must be submitted through Our designated support channels:

• Support Portal
• Support Email
• Support Phone Line

These channels are defined in Appendix A of Your Managed Service Agreement. You must follow the submission process for all requests unless otherwise stated in writing.

Clients receiving Services outside an MSA must use the same support channels listed above, as published on Our website or communicated by Us in writing.

27.2 Prohibited Submission Methods

To maintain service quality and accurate tracking, the following methods must not be used to submit Service Requests: text messages to technicians, direct calls to personal mobile numbers, chat messages to individual staff (such as Teams or Slack direct messages), verbal hallway requests, or emails sent directly to individual technicians instead of the designated support addresses.

27.3 Effect of Incorrect Submission

If a Service Request is not submitted through an approved channel, response targets and any applicable service-level objectives do not apply. Such requests may be delayed or may need to be resubmitted through the proper channel. Additional charges may apply for time spent redirecting or logging requests submitted outside approved channels.

27.4 Requirement for Adequate Information

Service Requests must include sufficient detail to allow Us to understand, diagnose, or replicate the issue. Lack of required information may delay response and may result in additional charges.

27.5 Escalation

Escalation procedures are defined in Appendix A of the MSA. Escalation requests made outside that process (e.g., direct escalation to leadership without a ticket number) may not be acknowledged.

27.6 Travel Considerations for Non-MSA Clients

For clients receiving hourly or project-based Services outside an MSA, travel, scheduling, and onsite availability follow the same submission and escalation process, and requests must be submitted through the same channels unless otherwise agreed.

28. Access to Systems, Sites and People

28.1 Access Requirements

You must provide Us and Our authorized personnel with timely access to systems, data, equipment, facilities, documentation, and personnel as reasonably required to provide the Services.

28.2 Remote Access Tools

You authorize Us to install and maintain remote monitoring, management, automation, and security tools on Your systems as required for service delivery.

These tools may:

• collect system health, performance, configuration, and security data;
• provide remote access to endpoints and servers;
• run automated tasks, scripts, and updates.

Removal or tampering with these tools may limit Our ability to provide Services and may trigger additional charges.

28.3 Access Availability

You must ensure that equipment needed for support is:

• powered on;
• accessible over the network;
• connected to the internet if remote access is required;
• in a safe and operable environment.

We are not responsible for delays caused by inaccessible or unavailable systems.

28.4 Onsite Access

You must provide safe and reasonable onsite access for scheduled visits, including:

• secured entry;
• escort where required;
• compliance with site-specific procedures;
• availability of staff to assist with access or testing.

Unsafe environments may require rescheduling and may incur charges.

28.5 User Participation

Users must be available to reproduce issues, test resolutions, and confirm outcomes.

Failure to provide required participation may delay or prevent resolution.

28.6 Authorization to Access Third-Party Accounts

Where required, You must provide credentials, authorization PINs, vendor support codes, or account access necessary to liaise with third-party vendors on Your behalf.

Vendor refusals caused by missing or incorrect client authorization are outside Our control.

29. Third Party Authorizations

29.1 Vendor Coordination Requirements

You authorize Us to communicate with and coordinate support with Your third-party vendors (such as ISPs, SaaS vendors, software providers, or LOB application vendors) as reasonably necessary to perform the Services.

29.2 Responsibility for Vendor Access

You are responsible for maintaining:

• active support agreements,
• correct vendor contact information,
• up-to-date authorization PINs or codes,
• required user or admin credentials, and
• any vendor permissions required for Us to act on Your behalf.

We are not responsible for vendor refusals, delays, or failures resulting from missing or incorrect authorization information.

29.3 Limitations of Vendor Involvement

We provide best-effort vendor coordination.

We do not guarantee:

• vendor responsiveness or timelines;
• resolution by third-party support;
• access to vendor-managed systems; or
• that vendor actions will resolve the issue.

Vendor-caused delays are outside Our control.

29.4 Authorization Documentation

You must complete any vendor-specific authorization forms required to allow Us to contact and work with those vendors.

Failure to provide required documentation may limit the Services We can perform.

30. Payment, Late Payment and Default

30.1 Payment Terms for MSA Clients

For Clients under a Managed Service Agreement (“MSA”), payment terms, due dates, grace periods, and any interest or late-fee provisions are governed by section 6 of that MSA and the applicable Proposal. In the event of any inconsistency between this Section 30 and an active MSA, the MSA will prevail for the managed services it governs.

30.2 Payment Terms for Non-MSA, Hourly, and Project Clients

Unless otherwise stated in a Proposal or project-specific Statement of Work, all invoices for Goods, time-and-materials work, and project Services not governed by an MSA are due upon receipt. We provide a thirty (30) day grace period before an invoice is treated as delinquent, during which We may begin accruing interest as permitted by law.

30.3 Late Payments and Interest

Invoices are due upon receipt. We provide a thirty (30) day grace period before taking collection action.

Interest accrues daily on all invoiced amounts from the invoice issue date at the maximum rate permitted by Massachusetts law.

If payment is not received within thirty (30) days of the invoice date:

1. all accrued interest from the invoice date becomes immediately due and payable;
2. interest continues to accrue daily on the unpaid balance until paid in full; and
3. We may suspend or withhold work, delay project delivery, decline new work, or withhold deliverables or documentation.

30.4 Allocation of Payments

Payments received will be applied in the following order:

• collection, legal, or recovery costs;
• accrued interest;
• oldest outstanding invoice balances.

30.5 Suspension of Services

We may suspend Services (including access to systems, portals, tools, backups, or support) if:

• any invoice is unpaid after 30 days, or
• You fail to comply with an agreed payment arrangement.

Suspension does not relieve You of payment obligations.

30.6 Collections and Recovery Costs

You are responsible for all costs of debt recovery, including:

• attorney’s fees;
• court costs;
• collections agency fees;
• administrative costs.

These amounts are collectible as additional charges.

30.7 Security and Authorization

We may require reasonable security or prepayment for future Services if Your account becomes repeatedly delinquent.

You irrevocably authorize Us to take reasonable actions necessary to secure or enforce payment, including applying payments as outlined above.

30.8 No Right of Setoff

You may not withhold, reduce, or set off payments against any disputed fees or unrelated claims. All disputes must be raised promptly, and undisputed amounts must be paid when due.

30.9 Payment Arrangements

We may, at Our discretion, approve a temporary payment arrangement for delinquent accounts.

If such arrangement is violated:

• the account is immediately considered in default; and
• Services may be suspended without further notice.

30.10 Consequences of Default

If You default on payment obligations:

• all outstanding amounts become immediately due and payable;
• You may lose access to work product, deliverables, or documentation until payment is received;
• systems or services temporarily deployed for projects may be disabled or reclaimed; and
• We may terminate ongoing or future work.

30.11 Billing Disputes

Billing disputes must be reported within seven (7) days of invoice date.

Disputing an invoice does not extend the due date for undisputed amounts.

31. NON-SOLICITATION OF EMPLOYEES AND BUSINESS RELATIONSHIPS

31.1 Non-Solicitation of Braided Employees

You acknowledge that Braided’s employees possess specialized knowledge, training, and client relationships that are valuable business assets.

Accordingly, during the term of this Agreement and for twelve (12) months after the later of:
– the termination of this Agreement, or
– the last date on which We provide any Services to You,

You agree not to, directly or indirectly:

1. solicit, induce, encourage, or attempt to hire any Braided employee or contractor who provided Services to You or had material contact with Your account;
2. engage any such employee or contractor as an independent contractor or consultant;
3. request or encourage any such employee or contractor to leave their employment or engagement with Braided; or
4. use an intermediary, affiliated company, or related entity to do any of the above.

This restriction applies regardless of whether the employee or contractor initiates contact, and applies to any individual who was employed by or engaged with Braided at any time during the twelve (12) months preceding termination of this Agreement.

31.2 Non-Circumvention of Subcontractors and Partners

You agree not to engage, hire, contract with, or attempt to contract with any subcontractor, vendor, consultant, or partner introduced to You by Braided for the purpose of obtaining similar services for a period of twelve (12) months after introduction, unless You obtain Our prior written consent.

This restriction applies only to subcontractors or partners who:
– provided Services directly to You under this Agreement, or
– were specifically introduced to You by Braided in connection with Your engagement.

31.3 Liquidated Damages for Unauthorized Employee Hiring

Because the harm from losing trained technical staff is substantial and difficult to measure precisely—requiring significant recruitment costs, training investment, client relationship disruption, and loss of institutional knowledge—You agree that if You breach Section 31.1 by hiring or engaging a Braided employee or contractor:

You will immediately pay Braided liquidated damages equal to:

• Fifty percent (50%) of the employee’s or contractor’s total annualized compensation (including base salary, bonus, commission, and any other cash compensation) as of the date of their separation from Braided; and
• A minimum of $25,000 per employee or contractor.

This amount represents a reasonable pre-estimate of Braided’s actual damages and is not a penalty. The parties agree that this is a fair and reasonable measure of the harm that would result from such a breach.

Braided may also pursue injunctive relief and any other remedies available under law. Payment of liquidated damages does not waive Braided’s right to seek such additional relief.

31.4 Liquidated Damages for Subcontractor Interference

If You breach Section 31.2 by hiring, contracting with, or otherwise circumventing a Braided-approved subcontractor or partner to obtain services that compete with or substitute for the Services provided under this Agreement, You agree to pay liquidated damages equal to:

• Fifty percent (50%) of the total fees paid by Braided to that subcontractor or partner in the twelve (12) months preceding Your engagement of them; or
• $15,000,

whichever is greater.

This amount represents a reasonable pre-estimate of Braided’s damages from the loss of that subcontractor relationship and is not a penalty.

31.5 Exceptions

This Section 31 does not apply to:

1. individuals who independently respond to a publicly posted job advertisement not specifically targeted to Braided employees or contractors, provided You did not encourage, solicit, or induce them to apply;
2. individuals who have not been employed by or engaged with Braided for at least twelve (12) months prior to Your contact with them; or
3. engagements expressly approved in writing by an authorized representative of Braided Technologies.

The burden of proving that an exception applies rests with You.

31.6 Reasonableness Acknowledgment

You acknowledge that:

• the twelve (12) month restriction period is reasonable given the specialized nature of managed IT services, the investment required to train technical staff, and the time required to rebuild client relationships;
• the geographic scope (unlimited) is reasonable because Braided’s employees work remotely and provide services across multiple states;
• the liquidated damages formulas reflect a good-faith estimate of damages that would be difficult to calculate after a breach; and
• these restrictions are necessary to protect Braided’s legitimate business interests without imposing undue hardship on You.

31.7 Survival

This Section 31 survives the termination or expiration of this Agreement for the full duration of the applicable twelve (12) month non-solicitation period.

31.8 Severability

If any court determines that any provision of this Section 31 is unenforceable or overly broad, that provision shall be modified or limited to the extent necessary to make it enforceable while preserving its intent to the maximum extent possible. The remaining provisions shall remain in full force and effect.

32. Copyright and Confidentiality

32.1 Software Licensing Responsibility

You are solely responsible for obtaining, maintaining, and complying with all software licenses required for Your environment, including any software You request Us to install, configure, or support. You must maintain accurate records of all license keys, entitlement documentation, and proof of purchase.

You represent and warrant that:

1. You hold valid licenses for all software You provide to Us for installation or use;
2. You are authorized to permit Us to install, configure, or support such software; and
3. Your use of third-party software complies with all applicable license terms.

We are not responsible for tracking, storing, or ensuring compliance with Your software licenses unless expressly agreed in writing.

32.2 Indemnification for Unlicensed or Improper Software Use

You agree to indemnify, defend, and hold harmless Braided Technologies, LLC, its officers, directors, employees, and agents from any claims, damages, penalties, losses, or expenses (including reasonable attorneys’ fees) arising out of or relating to:

• the use of unlicensed, improperly licensed, or unauthorized software in Your environment;
• Your breach of any third-party software license;
• any installation performed at Your request where You lacked proper authorization; or
• defects, malfunctions, vulnerabilities, or security issues caused by third-party software.

This indemnification does not apply to claims resulting from Our gross negligence or willful misconduct.

32.3 Ownership of Custom Deliverables

Unless otherwise agreed in a separate written agreement:

• All scripts, automation, templates, tools, documentation, workflows, or other materials created by Braided (“Deliverables”) remain Braided’s intellectual property.
• You receive a non-exclusive, non-transferable, perpetual license to use such Deliverables solely within Your own internal business environment.
• You may not sell, sublicense, disclose, or provide these Deliverables to any third party without Our prior written consent.

If a project requires transferring ownership of custom software, source code, or intellectual property, this must be expressly stated in a Statement of Work and may require additional fees.

32.4 Confidentiality Obligations

Each party may receive or have access to confidential, proprietary, or sensitive information belonging to the other party (“Confidential Information”). Both parties agree to:

1. maintain the confidentiality of all Confidential Information using at least the same degree of care used to protect their own sensitive information;
2. use Confidential Information solely for the purpose of delivering or receiving the Services; and
3. restrict disclosure to only those employees or contractors who require access to perform the Services and who are bound by confidentiality obligations no less protective than these terms.

Confidential Information does not include information that:

• becomes public through no breach of this Agreement;
• was already known without restriction before disclosure;
• is independently developed without reference to the disclosing party’s information; or
• is required to be disclosed by law, subpoena, or court order (provided the receiving party gives prompt notice where legally permissible).

32.5 Protection of Client Data

Any Client data accessed during support work will be used only for delivering Services. We do not sell, share, or use Client data for any unrelated purpose.

Client data may be stored temporarily in backups, logs, monitoring systems, or ticket histories as part of normal service delivery, but We will not disclose such data except as permitted under these terms or required by law.

32.6 Survival

All intellectual property rights, confidentiality obligations, and indemnification provisions in this Section 32 survive termination or expiration of this Agreement.

Appendix A: Submission of Service Requests

A.1 Purpose of This Appendix

This Appendix defines how Clients must submit Service Requests to ensure proper intake, tracking, and response.

Service-level definitions, priority classifications, and response targets are governed by the Managed Service Agreement (“MSA”) Appendix A, which is incorporated by reference.

A.2 Approved Methods for Lodging Service Requests

All Service Requests must be submitted through one of the following approved channels:

• Support Portal: https://support.braided.tech
• Support Email: [email protected]
• Support Phone Line: +1 (978) 207-2950
• General Phone Line (for urgent matters): +1 (617) BRAIDED (272-4333)

You must provide:

• Your name
• Your company name
• A brief description of the issue
• Relevant screenshots, error messages, or details
• A reachable callback number or email

Requests submitted by any other method — including direct technician contact, personal texts, or verbal hallway requests — will not be logged and are not subject to any response targets.

A.3 Manager-Gated Submissions for Lite Users

If Your service plan includes Lite Users, those Users must route all requests:

• through their designated manager,
• via an approved submission channel,
• in accordance with the rules defined in the MSA.

Direct Lite User submissions may be delayed, rejected, or re-routed.

A.4 After-Hours Requests

After-hours requests must be submitted by phone using one of the published support numbers.

• Email and portal submissions made after hours will be reviewed on the next Business Day.
• After-hours work is billable unless expressly included in Your service plan or Proposal.
• “After Hours” is defined in Your MSA or Proposal.

A.5 Reference to MSA for Escalation and Response Targets

This Appendix does not define response times.

All priority levels, response targets, escalation paths, and after-hours policies are governed by:

• MSA Appendix A — Response Targets, Priorities, and Escalation (which is considered the authoritative version for all service-level operations).

A.6 Client Responsibility for Proper Lodgement

If You fail to follow the required submission procedures:

• response targets and SLAs may not apply;
• service may be delayed or rescheduled;
• Braided is not responsible for any resulting impact, delays, or missed expectations; and
• additional charges may apply for time spent redirecting, re-entering, or triaging the request.