Terms of Service
Effective Date: September 1, 2025
Last Updated: September 1, 2025
These Terms of Service ("Terms") govern your use of the services provided by Whittington Tech Services, LLC ("Company," "we," "our," or "us"), a California Limited Liability Company providing managed IT services to small and mid-sized businesses.
Acceptance of Terms
By engaging our services, accessing our website, or entering into a service agreement with us, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, do not use our services.
Services Provided
Whittington Tech Services provides managed IT services including, but not limited to:
- Network monitoring and maintenance
- Cybersecurity services and threat detection
- Help desk and technical support
- Cloud services management
- Data backup and disaster recovery
- IT infrastructure consulting
- Software licensing and management
- Hardware procurement and maintenance
Service Agreements
Master Service Agreement (MSA)
Our services are provided under a Master Service Agreement that outlines specific terms, pricing, and service level commitments. The MSA, along with any applicable Statements of Work (SOW), forms the complete agreement between parties.
Service Level Agreements (SLA)
We provide service level commitments as outlined in your specific service agreement. While we strive to meet all SLA targets, these represent goals rather than guarantees, and remedies for SLA failures are limited to those specified in your service agreement.
Client Responsibilities
Access and Cooperation
You agree to:
- Provide necessary access to systems and facilities
- Cooperate with our technical staff
- Provide accurate and complete information
- Maintain appropriate insurance coverage
- Comply with all applicable laws and regulations
System Security
You are responsible for:
- Following security best practices we recommend
- Promptly reporting security incidents
- Maintaining current software licenses
- User access management and password policies
- Regular review of security policies and procedures
Data Backup
While we may provide backup services, you remain ultimately responsible for:
- Ensuring critical data is properly backed up
- Testing backup and recovery procedures
- Maintaining offsite backup copies as appropriate
- Verifying data integrity and completeness
Limitation of Liability
Service Limitations
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- Our liability is limited to direct damages only
- We are not liable for indirect, consequential, or punitive damages
- Our total liability shall not exceed the fees paid for services in the 12 months preceding the incident
- We make no warranties regarding third-party software or hardware
Exclusions
We are not liable for:
- Damage caused by force majeure events
- Issues arising from Client's failure to follow our recommendations
- Unauthorized access to systems by third parties
- Data loss due to hardware failures beyond our control
- Service interruptions due to Internet service provider issues
Confidentiality and Data Protection
Mutual Confidentiality
Both parties agree to:
- Protect confidential information of the other party
- Use confidential information only for authorized purposes
- Return or destroy confidential information upon termination
- Implement reasonable security measures to protect confidential data
Data Security
We implement industry-standard security measures including:
- Encryption of data in transit and at rest
- Multi-factor authentication for system access
- Regular security training for our staff
- Compliance with applicable data protection regulations
Intellectual Property
Ownership
- You retain ownership of your data and existing intellectual property
- We retain ownership of our methodologies, tools, and proprietary technologies
- Any custom solutions developed remain our intellectual property unless otherwise agreed
- You receive a license to use custom solutions as part of our ongoing service
Payment Terms
Billing
- Services are billed monthly in advance unless otherwise specified
- Payment is due within 30 days of invoice date
- Late payments may incur service suspension and late fees
- All fees are non-refundable except as specifically provided in your service agreement
Taxes
You are responsible for all applicable taxes, duties, and governmental charges related to our services.
Termination
Termination for Cause
Either party may terminate immediately for:
- Material breach of these Terms
- Non-payment of fees (after 30-day cure period)
- Violation of confidentiality obligations
- Illegal or unethical conduct
Termination for Convenience
Either party may terminate with 30 days written notice, subject to any minimum term commitments in your service agreement.
Effect of Termination
Upon termination:
- Access to our systems and services will be revoked
- Outstanding fees become immediately due
- Data will be returned or securely destroyed as requested
- Confidentiality obligations continue indefinitely
Compliance and Legal
Regulatory Compliance
We assist with compliance efforts but you remain responsible for:
- Compliance with industry regulations applicable to your business
- Legal requirements for data retention and privacy
- Reporting requirements and audit responses
- Maintaining necessary business licenses and permits
Governing Law
These Terms are governed by California law, and any disputes will be resolved in California courts with jurisdiction over our principal place of business.
Force Majeure
Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, government actions, Internet outages, or other force majeure events.
Modifications to Terms
We may update these Terms periodically. Material changes will be communicated with reasonable notice. Continued use of our services constitutes acceptance of updated Terms.
Severability
If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.
Entire Agreement
These Terms, together with your Master Service Agreement and any applicable Statements of Work, constitute the entire agreement between the parties.
Contact Information
For questions about these Terms of Service:
Whittington Tech Services, LLC
Email: legal@whittingtontech.com
Phone: [Phone Number]
Address: [Business Address]
California, USA
For service-related inquiries, please use your designated support channels as outlined in your service agreement.
Dispute Resolution
Initial Resolution
We encourage direct communication to resolve any disputes. Please contact us promptly with any concerns.
Mediation
If direct negotiation fails, disputes will be resolved through binding mediation in California before proceeding to litigation.
Limitation Period
Any claims must be brought within one year of the date the claim arose or be forever barred.
Professional Standards
As a managed services provider, we adhere to:
- Industry best practices and standards
- Professional ethical guidelines
- Continuing education and certification requirements
- Transparent communication about service capabilities and limitations
By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.