General Terms and Conditions for IT Managed Services

1. Introduction

These General Terms and Conditions (“Terms”) govern the provision of IT managed services (“Services”) by Mid Michigan IT LLC (“Provider”) to the client (“Client”). By engaging our Services, the Client agrees to be bound by these Terms. Any additional agreements or service contracts will supplement these Terms, and in case of conflict, the specific service contract shall prevail.

2. Scope of Services

2.1. The Provider shall deliver IT managed services as outlined in the agreed-upon service contract or proposal, which may include but is not limited to network management, cybersecurity, cloud services, technical support, and IT consulting.
2.2. Services will be provided with reasonable skill and care, in accordance with industry standards.
2.3. Any additional services requested by the Client outside the agreed scope will require a separate agreement and may incur additional fees.

3. Client Responsibilities

3.1. The Client shall provide the Provider with accurate and complete information necessary for the performance of the Services.
3.2. The Client shall ensure timely access to systems, networks, and personnel as required by the Provider to deliver the Services.
3.3. The Client is responsible for maintaining the security of their own systems and data, except where such responsibilities are explicitly assigned to the Provider in the service contract.

4. Payment Terms

4.1. Fees for Services shall be as specified in the service contract or proposal. All prices are exclusive of applicable taxes unless otherwise stated.
4.2. Invoices will be issued on the 15th of each month for the following month’s Services. Payments must be received by the 5th of each month. A credit card processing fee of up to 3.5% will be applied to payments made via credit card.
4.3. If payment is not received by the 5th of each month, Services will be terminated immediately. To reinstate Services, the Client must pay the overdue amount plus one month’s fees in advance. Upon reinstatement, any discounts applied to the original contract will no longer apply.

5. Term and Termination

5.1. The term of the Services shall be as specified in the service contract. Either party may terminate the agreement with [30] days’ written notice unless otherwise stated.
5.2. The Provider may terminate the agreement immediately if the Client breaches these Terms or fails to make payment by the 5th of each month as outlined in clause 4.3.
5.3. If the Client terminates this Agreement before the end of the Commitment Term, the Client agrees to pay the Provider the current Agreement Fee multiplied by the number of months left in the current Commitment Term within 14 days of providing Notification of Termination. Should there be any pricing adjustments made to this Agreement during a Commitment Term, the Plan Fee used to calculate any Termination Payment will be based on the latter of the original Proposal or any updated Pricing adjustments made in writing from the Provider to the Client. All Termination requests must be made in writing to: support@midmichiganit.com.
5.4. Upon termination, the Client shall pay for all Services rendered up to the date of termination.

6. Confidentiality

6.1. Both parties agree to keep confidential any proprietary or sensitive information disclosed during the performance of the Services.
6.2. The Provider may use anonymized data from the Services for improving its offerings, provided it does not identify the Client.

7. Intellectual Property

7.1. Any software, tools, or documentation provided by the Provider remain the intellectual property of the Provider or its licensors.
7.2. The Client is granted a non-exclusive, non-transferable license to use such materials solely for the purpose of receiving the Services.

8. Limitation of Liability

8.1. The Provider shall not be liable for any indirect, incidental, or consequential damages, including loss of profits, data, or business opportunities, arising from the use of the Services.
8.2. The Provider’s total liability shall not exceed the fees paid by the Client for the Services in the [12] months preceding the claim.
8.3. The Provider is not responsible for failures caused by the Client’s negligence, misuse of systems, or third-party actions beyond the Provider’s control.

9. Warranties

9.1. The Provider warrants that Services will be performed in a professional manner consistent with industry standards.
9.2. Except as expressly stated, all Services are provided “as is,” and the Provider disclaims all other warranties, express or implied.

10. Force Majeure

Neither party shall be liable for delays or failure to perform due to events beyond their reasonable control, including but not limited to natural disasters, cyberattacks, or government regulations.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Your Jurisdiction]. Any disputes arising under these Terms shall be resolved in the courts of [Your Jurisdiction].

12. Amendments

The Provider reserves the right to amend these Terms at any time. Clients will be notified of material changes, and continued use of the Services constitutes acceptance of the updated Terms.

13. Entire Agreement

These Terms, together with any service contract or proposal, constitute the entire agreement between the Provider and the Client, superseding all prior agreements or understandings.

14. Contact Information

For questions or concerns regarding these Terms, please contact Mid Michigan IT LLC at support@midmichiganit.com or 5172342901.

Last Updated: May 30, 2025

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