PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICES.
These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between Simple IT, LLC ("Simple IT," "we," "us," or "our") and you ("Client," "you," or "your") governing your use of our managed IT services, cybersecurity services, cloud solutions, and related technology services.
By engaging our services, submitting a service request, or making payment for our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services.
Simple IT provides comprehensive IT services including but not limited to:
Specific services, scope, response times, and service level agreements (SLAs) are detailed in individual service agreements or statements of work.
Unless specifically agreed upon in writing, the following are NOT included in our standard managed services:
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice to you. We will make commercially reasonable efforts to provide alternative solutions for any discontinued services.
Simple IT operates on a month-to-month service model. There are no long-term contracts or commitments beyond the current billing month. This arrangement allows both parties flexibility while demonstrating our confidence in service quality.
Services begin upon:
Either party may terminate this Agreement:
Upon termination:
Fees are specified in your service agreement or statement of work and may include:
Payment terms are client-specific but typically:
Late payments are subject to the following:
We reserve the right to adjust fees with 30 days' written notice. Fee increases will not exceed 10% annually without your consent. If you do not agree to a fee increase, you may cancel services as outlined in Section 2.3.
The one-time onboarding fee is non-refundable once work has commenced, including if:
The onboarding fee may be rolled into the first few months of service if agreed upon in advance.
If you dispute any charges, you must notify us in writing within 10 days of the invoice date. Undisputed portions of the invoice remain due. We will investigate and respond within 15 business days.
You agree to provide Simple IT with:
You are responsible for maintaining:
You agree to:
You agree to:
You agree NOT to:
We guarantee a 15-minute response time for critical issues during business hours. "Response" means acknowledgment of the issue and commencement of troubleshooting, not necessarily resolution.
After-hours emergency support is included in managed service agreements. "After-hours" is defined as outside of normal business hours (typically 8 AM - 6 PM Monday-Friday, excluding holidays).
Specific SLAs, including response times for different priority levels, uptime commitments, and resolution timeframes, are defined in individual service agreements and may vary by client.
While we strive for maximum uptime and make commercially reasonable efforts to maintain system availability, we do not guarantee 100% uptime. Uptime percentages mentioned in marketing materials represent goals and historical averages, not contractual guarantees.
If we fail to meet agreed-upon SLAs, service credits may be available as specified in your service agreement. SLA credits are your sole and exclusive remedy for service level failures.
In providing services, we may access, process, or store your data. We will handle your data in accordance with our Privacy Policy and applicable laws.
We will make commercially reasonable efforts to backup your data as part of our services. However:
Upon termination of services:
We will maintain the confidentiality of your proprietary information and will not disclose it to third parties except:
We implement industry-standard security measures to protect your data, including encryption, access controls, monitoring, and regular security assessments. However, no security system is impenetrable, and we cannot guarantee absolute security.
Network documentation, system diagrams, and infrastructure records we create for you are owned by you, the Client. We retain copies for service delivery purposes and will return or destroy them upon termination.
Any custom scripts, automation tools, or proprietary software we develop remain the intellectual property of Simple IT. We grant you a non-exclusive, non-transferable license to use these tools during the term of our service relationship.
You are responsible for obtaining and maintaining all necessary licenses for third-party software and services. We are not liable for your use of unlicensed or improperly licensed software.
We may use your company name and logo in marketing materials, case studies, and testimonials only with your explicit written permission. You may revoke this permission at any time.
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If services do not meet this standard, we will re-perform the services at no additional charge.
EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
We make commercially reasonable efforts to:
However, we do not guarantee 100% uptime, complete protection against all security breaches, or successful recovery from all failures. Technology services involve inherent risks and limitations.
For cybersecurity assessments and security services:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIMPLE IT'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO OUR SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU FOR SERVICES IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
IN NO EVENT SHALL SIMPLE IT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
This limitation applies even if we have been advised of the possibility of such damages and regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise).
While we make reasonable efforts to backup and protect your data, we are not liable for data loss except in cases of our gross negligence or willful misconduct. Our liability for data loss, even in such cases, is limited to the amount specified in Section 9.1.
We are not liable for:
Simple IT maintains professional liability insurance with coverage of $1,000,000. This insurance is maintained for our benefit and does not expand or modify the liability limitations in these Terms.
Nothing in these Terms limits or excludes liability for:
You agree to indemnify, defend, and hold harmless Simple IT, its officers, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable attorney fees) arising from:
We agree to indemnify you from third-party claims that our services directly infringe a U.S. patent, copyright, or trademark, provided you:
This indemnity does not apply if the infringement arises from your modification of our services or combination with other products.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:
In the event of force majeure lasting more than 30 days, either party may terminate the Agreement without penalty.
Upon termination, we will provide reasonable assistance to help you transition to a new IT provider or in-house team, including:
Transition assistance is provided at no charge to you. However, if third-party storage providers charge fees for data retrieval, extended storage, or data transfer, we will pass those costs directly to you at our cost with no markup.
For VoIP phone systems:
Data retrieval and transition must be completed within 30 days of termination. After 30 days, we will securely delete all backup data as described in Section 6.3.
This section affects your legal rights, including your right to file a lawsuit in court.
In the event of any dispute, controversy, or claim arising from or relating to these Terms or our services ("Dispute"), the parties agree to first attempt to resolve the matter through good faith negotiations. Either party may initiate negotiations by providing written notice to the other party describing the Dispute.
If the parties cannot resolve the Dispute through informal negotiations within 30 days, either party may request non-binding mediation. The parties will jointly select a neutral mediator and share mediation costs equally. Mediation will be conducted in Kenton County, Kentucky.
If mediation does not resolve the Dispute within 60 days, the Dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).
Arbitration Terms:
YOU AND SIMPLE IT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Unless both you and Simple IT agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of class or representative proceeding.
Notwithstanding the above, either party may:
You may opt-out of the arbitration provision by sending written notice to Simple IT within 30 days of first accepting these Terms. The notice must include your name, address, and a clear statement that you wish to opt out of arbitration. If you opt out, Disputes will be resolved in Kenton County, Kentucky courts as described in Section 13.7.
These Terms are governed by the laws of the Commonwealth of Kentucky, without regard to conflict of law principles. If arbitration does not apply (due to opt-out or exceptions), any legal action must be filed in the state or federal courts located in Kenton County, Kentucky, and you consent to the exclusive jurisdiction of those courts.
These Terms, together with any service agreements, statements of work, and our Privacy Policy, constitute the entire agreement between you and Simple IT regarding our services and supersede all prior agreements, understandings, and communications.
We may modify these Terms at any time by posting the updated Terms on our website with a new "Last Updated" date. Material changes will be communicated to you via email or prominent notice on our website. Your continued use of our services after changes become effective constitutes acceptance of the modified Terms.
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of assets with notice to you.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.
All notices under these Terms must be in writing and sent to:
For Simple IT:
Simple IT, LLC
2220 Grandview Drive, Suite 250
Ft. Mitchell, KY 41017
Email: info@simple-it.us
For Client: To the email address or physical address provided in your service agreement.
Notices are effective upon receipt.
Simple IT is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
These Terms are for the sole benefit of you and Simple IT. No third party has any right to enforce or receive benefits under these Terms.
Sections that by their nature should survive termination will survive, including but not limited to: Fees and Payment, Intellectual Property, Warranties and Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.
These Terms are written in English. Any translated version is provided for convenience only. In the event of conflict, the English version controls.
By engaging our services, you authorize Simple IT to:
We will apply security patches and software updates as part of our proactive maintenance. While we make reasonable efforts to test updates before deployment, we are not liable for issues caused by updates issued by third-party vendors.
For cloud migration and management services:
For cybersecurity assessments and services:
For backup and disaster recovery services: