Terms & Conditions of Service

1Definitions

The following terms have the meanings set forth below throughout this Agreement:

• “Agreement” — these Terms & Conditions together with any applicable Professional Services Agreement or invoice.
• “Client” — the individual or entity engaging NOTS for consulting services.
• “Consulting Services” — IT consulting and services as described in the applicable Professional Services Agreement.
• “Managed Devices” — hardware and software assets specifically enumerated in the Client’s monthly access retainer at execution.
• “Project” — work falling outside routine management, administration, or troubleshooting of existing Managed Devices.
• “Retainer” — the recurring monthly fee paid in exchange for access to NOTS consulting services for Managed Devices.
• “Service Period” — the billing term specified in the applicable Professional Services Agreement or invoice.

2Scope of services

2.1 Covered services

NOTS provides IT consulting for Managed Devices identified in the Client’s Retainer, covering proactive management, routine administration, and troubleshooting.

2.2 Projects

Work outside routine management of existing Managed Devices constitutes a Project. This includes new configurations, integrations with newly acquired hardware or software, migrations, and client-requested changes not necessary to maintain existing Managed Devices. Projects are scoped and priced separately.

2.3 Best effort for out-of-scope issues

NOTS will apply reasonable best efforts to assist with technical issues outside the Retainer scope. Additional fees may apply and will be communicated in advance where practicable.

2.4 Affiliate & subsidiary coverage clause

This Agreement shall extend to and be binding upon all subsidiaries, affiliates, divisions, parent companies, and any entities formed, acquired, or controlled, directly or indirectly, by Client during the Term of this Agreement (collectively, “Related Entities”). All services, obligations, rights, and terms set forth herein shall apply equally to Related Entities without the requirement of a separate agreement, unless otherwise agreed upon in writing by both parties.

3Service period & renewal

The Service Period begins on the agreed Start Date. At the end of each period, this Agreement automatically renews for an equivalent term unless either party provides written notice of non-renewal at least twenty (20) days before the end of the then-current term.

4Fees, payment & late charges

4.1 Start-up fees

Start-up fees and the first month’s Retainer are due and payable upon execution of this Agreement.

4.2 Monthly retainer

Monthly Retainer fees are due in advance of the invoice due date, without demand. NOTS shall provide timely invoices. Automatic payment arrangements may be established upon invoice delivery.

4.3 Late fees

Balances unpaid after the due date are subject to a flat administrative charge plus a daily percentage on the outstanding balance. Rates are stated on the applicable invoice. Chronic late payment history may affect future Retainer pricing.

4.4 Taxes & other charges

Equipment, software, and repair services are billed as separate taxable line items and are not included in the Retainer. Client is solely responsible for all applicable taxes, duties, tariffs, and similar governmental charges, excluding taxes on NOTS’s net income. Client shall indemnify NOTS from any obligation to pay employer statutory, withholding, or social security taxes in connection with NOTS’s performance.

5Retainer exclusions

The following are explicitly excluded from the monthly Retainer (this list is illustrative, not exhaustive):

• Hardware parts, equipment, or components of any kind
• Software, licensing, renewals, or upgrade fees
• All applicable taxes
• Shipping, handling, courier, or postage charges
• Third-party vendor, OEM, or manufacturer support fees
• Premise wiring services (voice, data, or video cabling)
• Training of any person, unless expressly included in a signed addendum
• Travel time, mileage, per diem, or accommodations
• Non-IT materials, including office supplies or media
• Remediation of issues caused by unauthorized changes made by Client employees, contractors, or third parties
• Maintenance of third-party applications or software packages not created by NOTS
• Software programming, scripting, or custom code creation or modification
• Work involving resources not present at Retainer execution
• Project work as defined in Section 2.2

6Acceptable use policy

Client shall use NOTS services only for lawful purposes and in compliance with all applicable laws. Client shall not use, or permit others to use, NOTS services to:

• Violate any applicable law or regulation
• Infringe any copyright, trademark, or intellectual property right
• Transmit malware, ransomware, viruses, or other harmful code
• Facilitate unauthorized access to any system or network
• Constitute harassment, defamation, or invasion of privacy

Upon notice of any violation, Client agrees to cooperate promptly to cease the offending activity. NOTS reserves the right to suspend or terminate services for non-compliance.

7Data privacy & security

7.1 Applicable law

Both parties agree to comply with all data privacy laws applicable to their respective roles, including the Louisiana Consumer Privacy Act (LCPA) and applicable federal regulations.

7.2 Security practices

NOTS will apply commercially reasonable administrative, technical, and physical safeguards in performing services. This does not constitute a warranty that systems will be free from unauthorized access or security incidents.

7.3 Incident notification

If NOTS becomes aware of a confirmed security incident directly affecting Client’s Managed Devices under active NOTS management, NOTS will notify Client within a commercially reasonable timeframe. Notification obligations do not expand the liability limits in Sections 8 and 9.

7.4 Data retention & destruction

Upon termination, NOTS will, upon written request, return or securely destroy Client data in its possession within thirty (30) days, subject to any legal hold obligations.

8Disclaimer of warranties

NOTS provides all services on an “as-is” and “as-available” basis. NOTS expressly disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. NOTS does not warrant: (a) the uninterrupted or error-free performance of any hardware, software, or network; (b) the security or privacy of any system; (c) the applicability or outcome of any training; or (d) the behavior of any third-party product or service, whether procured, installed, or administered by NOTS or any third party.

9Limitation of liability

9.1 Cap on damages

To the fullest extent permitted by law, NOTS’s maximum aggregate liability for any and all claims is limited to the total fees paid by Client during the two (2) calendar months immediately preceding the triggering event.

9.2 Exclusion of consequential damages

In no event shall NOTS be liable for consequential, incidental, special, indirect, exemplary, punitive, or multiple damages, including lost profits, lost revenue, lost data, loss of privacy or security, or costs of transitioning to substitute services, regardless of legal theory and even if advised of the possibility of such damages.

9.3 Exclusive remedy

Sections 8 and 9 constitute Client’s sole and exclusive remedy with respect to NOTS services and any third-party services provided through NOTS.

9.4 AI-assisted tools

NOTS may use artificial intelligence or automated tools in delivering services. NOTS shall not be liable for errors or omissions from such tools beyond the cap in Section 9.1. AI-assisted outputs are not substitutes for professional judgment.

10Indemnification

10.1 Client indemnity

Client agrees to indemnify, defend, and hold harmless NOTS and its officers, directors, employees, subcontractors, and agents from any damages, claims, losses, and expenses arising from:

• Client’s use or misuse of NOTS services
• Client’s handling, storage, or transmission of data
• Client’s breach of this Agreement or any software license
• Client’s failure to obtain necessary permits, licenses, or consents
• Security breaches or privacy violations on Client systems not caused by NOTS willful misconduct

10.2 NOTS indemnity

NOTS agrees to indemnify Client against third-party claims alleging that NOTS services infringe a valid U.S. patent, copyright, or trade secret. NOTS may elect to procure the right to continue, replace or modify the infringing services, or terminate the affected services.

11Force majeure

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including: acts of God, natural disasters, extreme weather, pandemics, civil unrest, terrorism, war, strikes, supply chain disruptions, third-party infrastructure failures, power outages, or government actions. The affected party must notify the other promptly and resume performance as soon as reasonably practicable.

12Termination

12.1 Termination for service unavailability

Client may terminate without penalty only if all NOTS services have been entirely unavailable for seven (7) or more consecutive days due to NOTS’s fault (excluding Force Majeure), provided Client has promptly notified NOTS, worked in good faith to resolve the issue, and not contributed to the cause.

12.2 All other terminations

All other Client-initiated terminations require payment of all fees for the entire then-current Service Period as a lump sum within five (5) business days, along with the return of any NOTS-owned equipment and software.

12.3 Post-termination obligations

Upon any termination: (a) each party returns or destroys the other’s confidential information; (b) NOTS cooperates with transition to a successor provider for up to 30 days at then-current hourly rates; and (c) provisions that by nature survive termination remain in effect (including Sections 8, 9, 10, 15, 16, and 17).

13Governing law & venue

This Agreement is governed by the laws of the State of Louisiana, without regard to conflict-of-laws principles. Venue lies exclusively in the state and federal courts of Louisiana. Any party initiating proceedings in another jurisdiction consents to dismissal and shall be liable for the other party’s reasonable attorneys’ fees.

14Dispute resolution

Disputes are resolved through the following sequential process:

• Direct negotiation — good-faith effort between authorized representatives within fifteen (15) business days of written notice.
• Mediation — if negotiation fails, the parties submit to a mutually agreed mediator before proceeding to arbitration.
• Binding arbitration — unresolved disputes are determined by confidential, final, and binding arbitration in Louisiana under AAA Commercial Arbitration Rules. Both parties waive their right to a jury trial. Awards may be entered as judgments in any court of competent jurisdiction.

NOTS reserves the right to seek injunctive or emergency relief in court without first exhausting the above steps, and to pursue collection actions in court.

15Independent contractor

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the authority to bind the other.

16Non-solicitation & no-hire

During the term and for twenty-four (24) months following expiration or termination, neither party shall directly or indirectly solicit or hire the other party’s employees, contractors, or subcontractors without prior written consent.

17Non-competition

During the term, Client shall not: (a) reverse engineer any NOTS-provided software to produce a competing product; or (b) directly contact NOTS’s identified vendors, service providers, or subcontractors for the purpose of procuring substantially similar services that NOTS provides to Client under this Agreement.

18Subcontractors

NOTS may engage subcontractors or third-party vendors to assist in delivering services. NOTS remains responsible for ensuring subcontractors comply with applicable service delivery terms. Client will be notified of material changes to key subcontractors.

19Amendments

NOTS may update these Terms & Conditions from time to time. Material changes will be communicated by email or written notice at least thirty (30) days before they take effect. Continued use of NOTS services after the effective date constitutes acceptance. Amendments to individual Professional Services Agreements require a signed writing by both parties.

20Confidentiality

Each party agrees to keep confidential all non-public, proprietary, or sensitive information disclosed by the other party in connection with this Agreement. Each party shall use Confidential Information solely to perform its obligations and shall not disclose it to third parties without prior written consent, except as required by law. These obligations survive termination for three (3) years.

21Entire agreement

This Agreement, together with any applicable Professional Services Agreement, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings. If any provision is found unenforceable, the remaining provisions continue in full force and effect.