Client Terms and Conditions
Effective 6/26/26
These Client Terms and Conditions (these “Terms”) govern the managed information technology services and related products provided by IT Practice Holdings, LLC (“IT Practice”, “we,” “us,” or “our”) to the client identified on the applicable order form, quote, or service proposal (each, an “Order Form”). These Terms, together with each Order Form and any Business Associate Agreement and other documents expressly incorporated by reference, form the entire agreement between the parties (the “Agreement”).
PLEASE READ THESE TERMS CAREFULLY. They include important provisions that limit our liability, require disputes to be resolved by binding individual arbitration, and waive the right to a jury trial and to participate in class actions. By signing or accepting an Order Form that references these Terms, or by otherwise accepting or continuing to receive the Services, Client agrees to be bound by these Terms.
1. Definitions
1.1 “Services” means the managed IT, security, backup, support, and related services described on the applicable Order Form.
1.2 “Client,” “you,” or “your” means the person or entity identified on the Order Form.
1.3 “Client Data” means data, content, and materials that Client or its users provide to, or that are processed by IT Practice in connection with, the Services, including Protected Health Information.
1.4 “Protected Health Information” or “PHI” has the meaning given under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”).
1.5 “Third-Party Products” means hardware, software, subscriptions, cloud services, and other products or services provided by third parties that IT Practice resells, procures, or makes available to Client (for example, Microsoft 365, backup, endpoint security, and managed detection services).
2. Structure of the Agreement; Order of Precedence
2.1 Components. The Agreement consists of these Terms, each Order Form, any Business Associate Agreement, and any document expressly incorporated by reference.
2.2 Precedence. If there is a conflict among the documents, the following order of precedence applies: (a) any Business Associate Agreement controls with respect to PHI; (b) the Order Form controls with respect to the description of Services, fees, term, and other commercial terms specific to that engagement; and (c) these Terms control for all other matters. Pre-printed or standard terms on any Client purchase order or similar document have no effect and are rejected.
3. Services
3.1 Provision of Services. IT Practice will provide the Services described on the applicable Order Form using commercially reasonable efforts and in a professional and workmanlike manner, during the support hours stated on the Order Form. Services not expressly listed on an Order Form are out of scope.
3.2 Changes and Out-of-Scope Work. Either party may request changes to the Services. Work outside the scope of the Order Form, including projects, after-hours work, and additional locations, equipment, or users, will be billed at the rates stated on the Order Form (or, if not stated, at IT Practice’s then-current rates) and may require a separate written authorization. Fees may be adjusted to reflect changes in the size or composition of Client’s environment.
3.3 Service Targets; No Service Credits. Any response, resolution, or availability targets that IT Practice communicates are internal performance goals only. They are not guarantees or warranties. IT Practice does not provide, and Client is not entitled to, service credits, refunds, or penalties for failing to meet any such target. Client’s rights and remedies with respect to the Services are limited to those expressly stated in these Terms.
3.4 Third-Party Products. Third-Party Products are provided subject to the applicable third-party or manufacturer terms, licenses, and warranties, which may be passed through to Client. IT Practice is not the manufacturer or publisher of Third-Party Products and makes no warranty of any kind regarding them. IT Practice’s sole obligation with respect to a defective Third-Party Product is to pass through the benefit of any applicable manufacturer or vendor warranty to the extent permitted. Third-party pricing, terms, and availability may change, and such changes may be passed through to Client.
3.5 Equipment. Title to hardware or equipment sold by IT Practice passes to Client only upon IT Practice’s receipt of payment in full, and risk of loss passes upon delivery. Equipment carries only the manufacturer’s warranty, if any.
4. Client Responsibilities and Dependencies
Client is responsible for, and IT Practice’s performance is conditioned on, the following:
- Providing timely and reasonable access to Client’s systems, facilities, personnel, and information needed for the Services, and a knowledgeable point of contact.
- Maintaining valid licenses, subscriptions, and support agreements for Client’s systems and software, and using the Services and Third-Party Products in compliance with applicable terms and laws.
- Maintaining its own legal and regulatory compliance, including its obligations as a HIPAA covered entity, and obtaining all consents required for IT Practice to access and process Client Data.
- Implementing the security, backup, and other safeguards and recommendations that IT Practice reasonably recommends.
4.1 Declined Recommendations. If Client declines, delays, or fails to implement a safeguard, update, or recommendation made by IT Practice, IT Practice is not responsible or liable for any loss, damage, security incident, downtime, or data loss to the extent it results from that decision. IT Practice may document declined recommendations in writing.
5. Fees and Payment
5.1 Fees. Client will pay the fees stated on the Order Form. Recurring fees are billed in advance and one-time, project, and out-of-scope fees are billed as incurred, unless the Order Form states otherwise. Product orders may require payment, or an approved deposit, before IT Practice places the order.
5.2 Payment Terms. Invoices are payable by cash or ACH on the terms stated on the Order Form. Undisputed amounts not paid when due accrue a late charge of 1.5% per month (or the maximum rate permitted by law, if lower).
5.3 Suspension. If any undisputed amount is more than fifteen (15) days past due, IT Practice may, after providing notice, suspend Services until amounts are paid. Suspension does not relieve Client of its payment obligations.
5.4 Collection; Returned Items. Client is responsible for all reasonable costs of collection, including attorneys’ fees. A fee of $40 applies to each returned or rejected payment.
5.5 Taxes; No Setoff. Fees are exclusive of taxes, which are Client’s responsibility (other than taxes on IT Practice’s net income). Client will pay all amounts without setoff, deduction, or withholding.
6. Confidentiality
6.1 Obligations. Each party may receive confidential information of the other. The receiving party will use it only to perform under the Agreement and will protect it using at least reasonable care. These obligations do not apply to information that is public through no fault of the receiving party, already known without a duty of confidentiality, independently developed, or rightfully received from a third party.
6.2 Compelled Disclosure. A party may disclose confidential information if required by law, provided it gives reasonable prior notice where permitted. PHI is governed by Section 7 and the Business Associate Agreement rather than this Section.
6.3 Return. On request after termination, each party will return or destroy the other’s confidential information, subject to routine backups and legal retention requirements.
7. Data Protection and HIPAA
7.1 Business Associate Agreement. To the extent IT Practice creates, receives, maintains, or transmits PHI on Client’s behalf, IT Practice acts as a business associate, and the parties will enter into a separate written Business Associate Agreement (“BAA”) that is incorporated into the Agreement. The BAA governs the handling of PHI, and in the event of any conflict with these Terms regarding PHI, the BAA controls.
7.2 Client Data. As between the parties, Client owns and is responsible for Client Data. Client represents that it has the right to provide Client Data to IT Practice and to authorize the processing contemplated by the Agreement. Client is responsible for the accuracy, quality, and legality of Client Data and the means by which it acquired it.
7.3 Security Measures. IT Practice will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data in its possession, consistent with the Services purchased. Security is a shared responsibility, and the safeguards in place for Client depend on the Services and Third-Party Products Client elects on the Order Form.
7.4 Security Disclaimer. NO SECURITY MEASURE OR SERVICE IS GUARANTEED TO PREVENT ALL UNAUTHORIZED ACCESS, MALWARE, RANSOMWARE, OR DATA LOSS. IT PRACTICE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT THEY WILL DETECT OR PREVENT EVERY THREAT, AND IT PRACTICE IS NOT AN INSURER AGAINST SECURITY INCIDENTS.
7.5 Incident Notification. IT Practice will notify Client of a security incident affecting Client Data without unreasonable delay after confirmation, and within any timeframe required by the BAA. Client, as the covered entity or data owner, is solely responsible for determining and making any notifications to individuals, regulators, or others that may be required by law.
8. Data Backup and Recovery
8.1 Backups. Where backup is included on the Order Form, IT Practice will configure and monitor backups as described. BACKUP AND RECOVERY ARE NOT GUARANTEED. Backups can fail or be incomplete for reasons outside IT Practice’s reasonable control. Client is responsible for promptly reviewing backup reports and notifying IT Practice of any concern. IT Practice’s liability relating to backup or data loss is subject to the limitations in Section 11.
9. Intellectual Property
9.1 IT Practice Property. IT Practice owns and retains all right, title, and interest in and to its tools, software, scripts, automations, configurations, templates, processes, methodologies, know-how, and documentation, and all improvements to and derivatives of the foregoing, whether developed before or during the engagement (collectively, the “IT Practice Materials”). No ownership of IT Practice Materials transfers to Client.
9.2 License to Client. IT Practice grants Client a limited, non-exclusive, non-transferable, revocable license to use the IT Practice Materials solely to the extent embedded in or necessary to receive the Services, and only during the term. This license ends on termination.
9.3 Client Data. Client retains all right, title, and interest in Client Data. Client grants IT Practice the rights to use Client Data as needed to provide the Services and as permitted by the BAA.
9.4 Feedback. If Client provides suggestions or feedback, IT Practice may use it without restriction or obligation.
10. Warranties and Disclaimers
10.1 Limited Warranty. IT Practice warrants that it will perform the Services in a professional and workmanlike manner using commercially reasonable efforts. Client’s exclusive remedy, and IT Practice’s sole obligation, for breach of this warranty is re-performance of the deficient Services, provided Client notifies IT Practice in writing within thirty (30) days.
10.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, THE SERVICES AND ALL THIRD-PARTY PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IT PRACTICE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
11. Limitation of Liability
11.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
11.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IT PRACTICE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 Exceptions. The limitations in Sections 11.1 and 11.2 do not apply to: (a) Client’s payment obligations; (b) Client’s indemnification obligations under Section 12; or (c) a party’s gross negligence or willful misconduct. To the extent any cap is required to remain enforceable, liability for the matters in this Section 11.3 is, in any event, limited to the maximum extent permitted by law.
11.4 Basis of the Bargain. The parties agree that the fees reflect this allocation of risk, and that these limitations are an essential basis of the bargain and apply even if a remedy fails of its essential purpose.
12. Indemnification
12.1 By Client. Client will defend, indemnify, and hold harmless IT Practice and its affiliates, and their respective owners, officers, employees, and contractors, from and against any third-party claim, and any resulting losses, damages, fines, penalties, and reasonable attorneys’ fees, arising out of or relating to: (a) Client Data or Client’s use of the Services; (b) Client’s violation of law or regulation, including HIPAA, except to the extent caused by IT Practice’s breach of the BAA; (c) Client’s failure to implement a safeguard or recommendation; or (d) Client’s breach of the Agreement.
12.2 By IT Practice. IT Practice will defend Client against a third-party claim alleging that the IT Practice Materials, as provided and used as permitted, infringe that third party’s United States intellectual property rights, and will pay amounts finally awarded against Client, subject to Section 11. If use of the IT Practice Materials is or may be enjoined, IT Practice may, at its option and expense, procure the right to continue use, modify the materials to be non-infringing, or refund prepaid, unused fees for the affected materials and terminate the affected Services. This obligation does not apply to claims arising from Third-Party Products, Client Data, or modifications or combinations not provided by IT Practice.
12.3 Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement that imposes any obligation on the indemnified party may be made without its consent. This Section states each party’s sole liability and exclusive remedy for third-party infringement claims.
13. Insurance
13.1 IT Practice. IT Practice will maintain, at its expense, commercially reasonable insurance, including technology errors and omissions and cyber liability coverage and commercial general liability coverage, with limits appropriate to the Services.
13.2 Client. Client is responsible for maintaining its own insurance appropriate to its business and regulatory obligations, including cyber and professional liability coverage.
14. Non-Solicitation of Personnel
14.1 Restriction. During the term and for twelve (12) months afterward, Client will not, directly or indirectly, solicit for employment or engagement, or hire or engage, any employee or contractor of IT Practice who was involved in providing the Services, without IT Practice’s prior written consent. General advertising not specifically directed at IT Practice personnel is not a violation.
14.2 Liquidated Damages. Because actual damages from a breach of Section 14.1 would be difficult to determine, Client will pay IT Practice, as liquidated damages and not a penalty, an amount equal to the greater of $50,000 or fifty percent (50%) of the affected person’s annualized compensation. The parties agree this is a reasonable pre-estimate of IT Practice’s loss.
15. Term and Termination
15.1 Term. The initial term, any renewal term, and the related notice periods are stated on the Order Form. These Terms apply throughout the term of each Order Form.
15.2 Termination for Cause. Either party may terminate the Agreement or an affected Order Form if the other party materially breaches and does not cure within thirty (30) days after written notice (ten (10) days for non-payment), or immediately if the other party becomes insolvent or subject to bankruptcy proceedings.
15.3 Effect of Termination. On termination: (a) Client will pay all fees accrued through the effective date of termination, including any early-termination amount stated on the Order Form; (b) the licenses in Section 9.2 end; and (c) on written request, IT Practice will, for a commercially reasonable period, provide transition assistance and return or destroy Client Data, in each case as billable services at IT Practice’s then-current rates and subject to the BAA.
15.4 Survival. Sections 1, 2, 5, 6, 7, 9, 10.2, 11, 12, 14, 15.3, 15.4, 16, 17, 18, 19, 20, and 21 survive termination.
16. Assignment
16.1 By IT Practice. IT Practice may assign, transfer, or delegate the Agreement, in whole or in part, including to an affiliate or to a successor in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets or equity, without Client’s consent and without giving Client any right of termination. IT Practice may use affiliates and qualified subcontractors to perform the Services, and remains responsible for their performance.
16.2 By Client. Client may not assign or transfer the Agreement, including by change of control or operation of law, without IT Practice’s prior written consent. Any attempted assignment in violation of this Section is void.
16.3 Binding Effect. The Agreement binds and benefits the parties and their permitted successors and assigns.
17. Force Majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, acts of third-party providers, cyberattacks, and governmental actions.
18. Governing Law; Binding Arbitration; Waivers
18.1 Governing Law. The Agreement is governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Binding Arbitration. ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, BEFORE A SINGLE ARBITRATOR, WITH THE SEAT AND HEARING LOCATION IN WAKE COUNTY (RALEIGH), NORTH CAROLINA. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own costs and fees unless the arbitrator determines otherwise.
18.3 Class Action and Jury Waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AND, TO THE EXTENT ANY MATTER PROCEEDS IN COURT, WAIVE ANY RIGHT TO A JURY TRIAL.
18.4 Exceptions. Either party may (a) seek temporary or preliminary injunctive or other equitable relief in the courts located in Wake County, North Carolina to protect its intellectual property or confidential information, and (b) bring an action to collect amounts owed in court. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina.
18.5 Time to Bring Claims. Except for payment obligations, any claim arising out of or relating to the Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred, to the extent permitted by law.
19. Changes to These Terms
19.1 Updates. IT Practice may update these Terms from time to time. The version of these Terms in effect on the effective date of the applicable Order Form governs that engagement. Updated Terms apply on renewal of an Order Form or thirty (30) days after IT Practice provides notice (which may be by email or by posting at [www.itpractice.com/terms]), whichever comes first. If Client does not agree to a material change, Client’s remedy is to terminate the affected Order Form before the change takes effect by written notice. Continued use of the Services after the effective date of an update constitutes acceptance.
20. Notices
20.1 Notices. Notices must be in writing and are effective when delivered to the addresses on the Order Form or, for IT Practice, to legal@itpractice.com and 5621 Departure Dr STE 115, Raleigh, NC 27616. Routine operational communications may be made by email or through IT Practice’s support system.
21. General
21.1 Entire Agreement. The Agreement is the entire agreement between the parties and supersedes all prior or contemporaneous understandings on its subject matter.
21.2 Amendment; Waiver. Except as provided in Section 19, the Agreement may be amended only by a writing signed by both parties. No waiver is effective unless in writing, and no failure to enforce is a waiver.
21.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect.
21.4 Independent Contractor. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, or employment relationship.
21.5 No Third-Party Beneficiaries. The Agreement is for the benefit of the parties only and creates no rights in any third party.
21.6 Electronic Acceptance. The Agreement may be accepted and signed electronically and in counterparts, each of which is an original and all of which form one instrument.