3. Scope of services
STS will provide the services described in this Agreement, an attached Statement of Work (“SOW”), proposal, estimate, work order, ticket, or other written scope accepted by Client. Services may include managed IT, helpdesk, Microsoft 365/cloud services, cybersecurity, networking/infrastructure, remote or on-site support, consulting, installation, configuration, troubleshooting, migration, and related technology services. Work outside the agreed scope requires Client authorization and may result in additional charges.
4. Fees and payment terms
Client agrees to pay all fees for authorized services actually performed, approved materials/equipment, licenses, subscriptions, travel, third-party charges, taxes, and other agreed expenses. Unless the applicable SOW states otherwise, invoices are due upon receipt. A deposit or retainer may be required before work begins. STS may require payment of past-due balances before performing additional non-emergency work.
5. Binding payment obligation
Once Client authorizes STS to begin work, Client remains responsible for payment for authorized services performed and approved costs incurred through the effective date of any cancellation or termination. A change of mind, change in personnel, budget change, internal business decision, failure to use completed deliverables, or cancellation after work has begun does not by itself eliminate amounts already earned or non-refundable costs already incurred. Client's obligation is subject to STS performing its material obligations under this Agreement and to rights that cannot lawfully be waived.
6. Deposits, cancellation, and non-refundable costs
Unless otherwise stated in writing, deposits are applied to amounts earned and costs incurred. Client is responsible for non-cancellable or non-refundable third-party purchases specifically authorized for Client, including hardware, software, licensing, cloud services, domain services, shipping, and special-order items. If Client cancels before completion, STS will invoice authorized work performed and approved costs incurred through cancellation. Any unearned portion of a deposit will be handled as required by the Agreement and applicable law.
7. Recurring and managed services
Recurring managed services are billed according to the applicable SOW or service plan. Client remains responsible for recurring charges through the effective termination date and for any committed third-party subscription or licensing term authorized by Client. Termination of recurring services must be provided in writing in accordance with the notice period stated in the applicable SOW. If no period is stated, either party may terminate recurring services on thirty (30) days' written notice.
8. Late payment, suspension, and collection
Amounts not paid when due may accrue a late charge of the lesser of 1.5% per month or the maximum lawful rate, beginning after any applicable grace period. STS may suspend nonessential services for materially past-due accounts after reasonable notice, where permitted by law. Client agrees to reimburse STS for reasonable collection costs and reasonable attorneys' fees actually incurred in collecting valid unpaid amounts, but only to the extent recoverable under applicable law. Acceptance of a partial payment does not waive the remaining balance unless STS expressly agrees in writing.
9. Billing disputes and chargebacks
Client must promptly notify STS in writing of a good-faith billing dispute and identify the specific invoice, amount, and reason for the dispute. The parties will attempt in good faith to resolve the disputed amount. Client should not initiate a chargeback for a charge Client knowingly authorized solely to avoid a contractual payment obligation; however, nothing in this Agreement limits any legitimate cardholder, statutory, or consumer right that cannot lawfully be waived.
10. Client responsibilities and authorization
Client will provide timely access to systems, facilities, accounts, credentials, personnel, backups, information, and approvals reasonably required to perform the services. Client authorizes STS to access and make agreed changes to Client systems for the limited purpose of providing the services. Client is responsible for the accuracy and legality of information, software, licenses, and instructions supplied to STS.
11. Data backup and cybersecurity
Unless backup services are expressly included in the SOW, Client is responsible for maintaining current, verified backups before service begins. STS will use commercially reasonable care but cannot guarantee that troubleshooting, repair, migration, malware remediation, configuration changes, hardware failure, third-party outages, or cybersecurity incidents will never cause data loss or interruption. No cybersecurity service can guarantee prevention of every attack, compromise, or loss.
12. Third-party products and services
Microsoft, cloud providers, internet providers, software vendors, hardware manufacturers, payment processors, and other third parties operate independently of STS. STS is not responsible for a third party's outage, policy change, defect, security incident, pricing change, discontinued service, or failure, except to the extent caused by STS's own breach or wrongful conduct.
13. Limited warranty; disclaimer
STS warrants that it will perform professional services in a commercially reasonable manner. Client must notify STS within a reasonable period after discovering a material service deficiency and allow STS a reasonable opportunity to correct it. Except for express warranties in this Agreement or an applicable SOW, and to the extent permitted by law, services are provided without other warranties, whether express or implied.
14. Limitation of liability
To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from this Agreement, including lost profits or lost business opportunity, except where such limitation is prohibited by law. STS's aggregate liability arising from a particular SOW will not exceed the fees paid or payable to STS under that SOW during the six (6) months preceding the event giving rise to the claim, except for liability that cannot legally be limited or excluded.
15. Confidentiality
Each party will use reasonable care to protect non-public confidential information received from the other and will use such information only as necessary to perform or receive services, comply with law, or enforce this Agreement. This section does not apply to information that is public through no breach, independently developed, lawfully received from another source, or required to be disclosed by law.
16. Termination
Either party may terminate this Agreement or an SOW for material breach if the breaching party fails to cure the breach within ten (10) days after written notice when the breach is reasonably curable. STS may terminate or suspend services immediately when continued service would be unlawful, unsafe, abusive, fraudulent, or materially threaten STS systems or personnel. Termination does not cancel payment obligations for authorized work already performed or approved non-refundable costs already incurred.
17. Governing law and venue
This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-law principles. Subject to any mandatory jurisdiction or venue rule that applies, the parties consent to the state or federal courts having jurisdiction over Cobb County, Georgia, for disputes arising from this Agreement. The parties may mutually agree in writing to mediation before litigation.
18. Electronic signatures; counterparts
The parties agree that this Agreement may be executed electronically and in counterparts. An electronic signature or electronically transmitted signed copy is intended to have the same effect as an original signature to the extent permitted by applicable law.
19. Entire agreement; changes; severability
This Agreement together with each accepted SOW, proposal, work order, or written addendum constitutes the parties' agreement concerning the covered services and supersedes prior discussions about those services. If there is a conflict, the SOW controls as to scope, pricing, and project-specific terms, while this Agreement controls as to general terms unless the SOW expressly states otherwise. Material amendments must be in writing and accepted by both parties. If a provision is unenforceable, it will be modified or severed to the minimum extent necessary, and the remaining provisions will continue in effect.