Terms & Conditions

Your monthly fees are set in your Service Order and represent the minimum you will pay for the duration of your agreement. By agreeing to our services, you authorize us to charge your payment method on file automatically each month.

• Invoices unpaid after 15 days accrue interest at 1.5% per month
• We may suspend services for non-payment without prior notice
• Fee increases exceeding 5% year-over-year come with 60 days' written notice and an option to cancel
• Microsoft New Commerce Experience (NCE) licenses are non-cancelable once purchased and must be paid through their full term regardless of termination
• Early termination of a service agreement before the stated end date results in an Early Termination Fee equal to 100% of remaining fees through the contract term
• Billing disputes must be raised in writing within 60 days of the invoice date

If something goes wrong and we are at fault, our total financial responsibility to you is capped at the lesser of: (a) the total fees you paid us in the three months before the issue arose, or (b) $10,000, whichever is lower. This cap applies across all claims combined.

We are not liable for indirect or consequential losses such as lost revenue, lost data, ransomware payments, regulatory fines, or reputational harm. We also have no liability for problems caused by changes you made without our approval, pre-existing conditions, end-of-life hardware or software, or security incidents you could have prevented by following our recommendations.

Your data belongs to you. We process it only to deliver the services you have engaged us for and will apply commercially reasonable safeguards to protect it. That said, no security measure is absolute, and we cannot guarantee your data will never be affected by a breach, loss, or corruption.

If we discover a security incident caused by a failure on our end, we will notify you promptly. You remain solely responsible for any regulatory notifications to your customers or regulators, regardless of where the incident originated.

Our services are not a compliance solution for HIPAA, PCI-DSS, SOC 2, NYCRR 500, or the NY SHIELD Act unless we have specifically agreed to address those requirements in your Service Order.

For full details on how we handle your data, please review our Privacy Policy.

You and anyone using your systems through our managed environment agree not to use our services for anything unlawful or harmful. Prohibited activities include sending spam or phishing emails, storing or distributing malware, accessing systems without authorization, violating intellectual property or privacy rights, and cryptocurrency mining on our managed systems without prior written approval.

We can suspend or terminate your service immediately if we believe any of these rules are being violated. You are responsible for the behavior of every user who accesses your systems.

If we have a disagreement, we prefer to resolve it directly first. If an issue comes up, send us a written description and we will have a senior team member meet with you within 10 business days. Most things can be resolved this way.

If we cannot reach a resolution within 20 business days, disputes are resolved through binding arbitration administered by the American Arbitration Association, not through a court. The prevailing party recovers its reasonable legal fees and arbitration costs. All claims must be brought individually; class actions are not permitted. Any claim must be filed within six months of when the issue arose.

These terms are governed by New York law. Non-arbitration matters are handled in the courts of New York County.

• Independent contractor: We are your IT partner, not your employee. No employment, partnership, or fiduciary relationship exists between us
• Updates to these terms: We may update these terms with at least 30 days' notice. Continuing to use our services after that period means you accept the updated terms
• Force majeure: Neither of us is responsible for delays caused by events outside our control, including natural disasters, pandemics, government actions, or infrastructure outages
• No assignment: You cannot transfer your agreement with us to another party without our consent
• Whole agreement: These terms, together with your Service Order and the full Client Terms and Conditions, constitute the complete agreement between us
• Withholding data for unpaid balances: If your account has outstanding fees, we may hold your data, credentials, and configuration documentation until the balance is cleared