Terms and Conditions

Effective Date: 09/29/2026
Last Updated: 09*292026

These Terms and Conditions (“Agreement”) govern the provision of managed IT, cybersecurity, cloud, consulting, and related technology services by Bay Area IT Tech, LLC (“Provider,” “MSP,” “we,” “our,” or “us”) to Client (“Customer,” “you,” or “your”).

By engaging our services, you agree to be bound by these Terms and Conditions.

1. Services

The MSP will provide technology services as outlined in the applicable Service Agreement, Statement of Work (SOW), Proposal, or Managed Services Agreement, including but not limited to:

• Managed IT Services
• Help Desk Support
• Network Management
• Cybersecurity Services
• Cloud Services
• Data Backup & Disaster Recovery
• Microsoft 365 Management
• vCIO Consulting Services
• Hardware and Software Procurement
• Professional Services Projects

Services will be performed in a professional and commercially reasonable manner.

2. Service Hours

Unless otherwise specified in writing:

• Standard support hours are Monday through Friday, 8:00 AM to 6:00 PM local time.
• Scheduled maintenance may occur outside normal business hours.
• Emergency support services may be subject to additional fees.

3. Customer Responsibilities

The Client agrees to:

• Provide accurate information concerning systems and infrastructure.
• Maintain licensed software and hardware.
• Provide timely access to systems, facilities, and personnel.
• Inform the MSP of any changes affecting services.
• Follow cybersecurity best practices and security recommendations.

The Client acknowledges that failure to meet these responsibilities may affect service delivery.

4. Fees and Payment

Service Fees

Client agrees to pay all fees specified in the applicable agreement.

Invoicing

• Recurring services are billed monthly in advance unless otherwise stated.
• Projects and professional services may be billed separately.

Payment Terms

• Payment is due within thirty (30) days of invoice date.
• Late payments may incur interest charges at the maximum rate permitted by law.

Non-Payment

The MSP reserves the right to suspend services for overdue accounts after reasonable notice has been provided.

5. Term and Renewal

Agreement Term

The Agreement shall commence on the Effective Date and remain in force for the term specified in the service agreement.

Automatic Renewal

Unless otherwise stated, agreements automatically renew for successive terms unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.

6. Confidentiality

Both parties agree to protect confidential information disclosed during the course of the engagement.

Confidential information includes:

• Business records
• Financial information
• Customer information
• Technical documentation
• Security configurations
• Proprietary data

Confidential information shall not be disclosed to third parties except as required by law or with written consent.

7. Cybersecurity and Risk Acknowledgment

The Client acknowledges that:

• No cybersecurity solution can guarantee complete protection.
• Cyber threats continually evolve.
• The MSP cannot guarantee prevention of all security incidents, breaches, malware infections, ransomware events, or unauthorized access.

The MSP agrees to implement commercially reasonable security measures consistent with industry best practices.

8. Data Backup and Recovery

Where backup services are provided:

• The MSP will perform backup services as defined in the service agreement.
• Recovery success cannot be guaranteed in all situations.
• Clients remain responsible for verifying that backups meet business requirements.

The MSP is not responsible for data loss resulting from hardware failure, software corruption, cyberattacks, user error, or circumstances beyond its reasonable control.

9. Third-Party Products and Services

The MSP may recommend, resell, or manage third-party products and services.

Examples include:

• Microsoft 365
• Cloud hosting providers
• Firewall vendors
• Antivirus platforms
• Backup solutions
• Telecommunications services

The MSP is not responsible for failures, outages, pricing changes, or service interruptions caused by third-party providers.

10. Acceptable Use

The Client agrees not to use services for:

• Illegal activities
• Unauthorized access to systems
• Distribution of malware
• Intellectual property violations
• Spam and unsolicited communications
• Activities that threaten network security

The MSP reserves the right to suspend services that violate applicable laws or security requirements.

11. Limitation of Liability

To the fullest extent permitted by law:

• The MSP shall not be liable for indirect, incidental, special, consequential, or punitive damages.
• The MSP shall not be liable for lost profits, lost revenue, lost business opportunities, or loss of data.
• Total liability shall not exceed the fees paid by Client during the twelve (12) months preceding the claim.

12. Indemnification

Client agrees to indemnify and hold harmless the MSP from claims, damages, liabilities, costs, and expenses arising from:

• Client negligence
• Violation of laws or regulations
• Unauthorized use of services
• Breach of this Agreement

13. Warranty Disclaimer

Except as expressly stated:

• Services are provided on an “as-is” and “as available” basis.
• No warranties, express or implied, are provided.
• The MSP disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including:

• Natural disasters
• Utility failures
• Internet outages
• Government actions
• Labor disputes
• Cyber warfare
• Acts of terrorism

15. Intellectual Property

All methodologies, documentation, software scripts, templates, procedures, and proprietary tools developed by the MSP remain the property of the MSP unless otherwise agreed in writing.

The Client retains ownership of its data and business information.

16. Compliance

The Client is responsible for ensuring compliance with industry-specific regulations, including but not limited to:

• HIPAA
• PCI-DSS
• FINRA
• SOC Requirements
• State Privacy Laws
• Federal Regulatory Requirements

The MSP may assist with compliance efforts but does not guarantee regulatory compliance unless specifically agreed in writing.

17. Termination

Either party may terminate the Agreement:

• For material breach with written notice and opportunity to cure.
• Upon expiration of the contract term.
• As otherwise specified in the service agreement.

Upon termination:

• Outstanding fees become immediately due.
• Access to managed services may cease.
• Client data may be returned according to the agreed offboarding process.

18. Dispute Resolution

The parties agree to attempt good-faith resolution of disputes through negotiation before initiating litigation.

If disputes cannot be resolved informally, they shall be governed by the laws of the State of [State] and subject to the jurisdiction of the courts located therein.

19. Changes to Terms

The MSP may update these Terms and Conditions from time to time. Updated versions will be made available to Clients and become effective upon publication unless otherwise stated.

20. Contact Information

Bay Area IT Tech, LLC
Address: 1075 1st St, Ste 5 Benicia CA 94510
Phone: 1.707.741.0082
Email: anthony@sfbayareatech.com
Website: sfbayareatech.com

Acceptance

By purchasing, subscribing to, or using services provided by [Company Name], the Client acknowledges that they have read, understood, and agree to these Terms and Conditions.

Authorized Client Representative

Name: _________________________

Title: _________________________

Company: ______________________

Signature: _____________________

Date: _________________________

Authorized MSP Representative

Name: _________________________

Title: _________________________

Signature: _____________________

Date: _________________________