Terms & Conditions

 1. Services and Statements of Work (SOW)
These Terms govern all services provided by the Company. Specific project details, including pricing and timelines, will be defined in a Statement of Work (SOW). In the event of a conflict, the SOW shall take precedence for that specific project.

2. Fees, Billing, and Late Interest

• Payment Schedule: Invoices are due within 30 days of the invoice date unless otherwise specified.

• Late Fees: Overdue balances will accrue interest at the lesser of 1.5% per month or the highest rate permitted by law.

• Suspension of Service: The Company reserves the right to suspend services (including cloud access or support) if an account is more than 15 days past due.

3. Intellectual Property (IP) Rights

• Pre-existing IP: Each party retains ownership of any IP owned prior to the agreement.

• Deliverables: Upon full payment, the Company grants the Client a non-exclusive, perpetual license to use the deliverables for their internal business purposes.

• Residual Rights: The Company retains the right to use any general knowledge, skills, or "boilerplate" code developed during the project for other clients.

4. Limitation of Liability (The "Shield" Clause)
This is the most critical section for an IT LLC:

• No Indirect Damages: The Company shall not be liable for lost profits, lost data, business interruption, or any indirect/consequential damages.

• Liability Cap: The total aggregate liability of the Company for any claim arising out of these Terms shall not exceed the total fees paid by the Client to the Company in the 6 months preceding the claim.

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Note: This cap protects your personal and business assets from catastrophic lawsuits.

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5. Data Security and Privacy

• Client Responsibility: The Client is responsible for the security of their own credentials and for ensuring they have the legal right to share any data provided to the Company.

• Backups: Unless "Data Backup" is a line item in your SOW, the Client is responsible for maintaining their own independent backups. The Company is not liable for data loss due to hardware failure or cyberattacks.

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6. Termination

• Convenience: Either party may terminate with 30 days written notice.

• Breach: If a party breaches these terms, the other party may terminate immediately if the breach is not cured within 10 days of notice.

• Post-Termination: The Client must pay for all work performed up to the date of termination.

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7. Non-Solicitation of Employees
The Client agrees not to hire or solicit any employees or contractors of InfinITy Technology Solutions LLC during the term of the agreement and for 12 months afterward. A "liquidated damages" fee (typically 50-100% of the employee's salary) applies if this is breached.

8. Dispute Resolution and Governing Law

• Mediation First: Parties agree to attempt to resolve disputes through good-faith negotiation or mediation before filing a lawsuit.

• Governing Law: This agreement shall be governed by the laws of the state where the Company's principal place of business is located.
   

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