Terms of Service
Effective Date: February 4, 2025
1. Introduction
These Terms of Service (“Terms”) govern the provision of IT helpdesk services, project management, IT planning services, IT training, Fractional CTO services, and Security Program Management (“Services”) by Jones IT (“Company,” “we,” “us,” or “our”) to Egg Strategy (“Client,” “you,” or “your”). By engaging with our Services, you agree to be bound by these Terms.
2. Scope of Services
We provide IT helpdesk support, project management, IT planning services, IT training, Fractional CTO services, and Security Program Management. Our services do not include hosting solutions, and as such, we do not provide a Service Level Agreement (SLA). Service details, including project scope, timelines, and deliverables, will be outlined in separate agreements or statements of work (SOW) as applicable. We provide both on-site and remote support as needed. The Client understands that IT services provided to Client may require third-party services, software, or hardware, which may be subject to additional terms imposed by third-party vendors. Any modifications or additional work outside of the agreed scope of work may result in additional fees. The Company reserves the right to suspend or immediately terminate Services or any SOW for overdue payment.
3. Roles and Responsibilities
Jones IT Responsibilities: We are responsible for delivering the Services outlined in the Scope of Services with reasonable care, skill, and professionalism. This includes providing technical support, project management oversight, IT planning guidance, training sessions, strategic advice as a Fractional CTO, and security program management recommendations. We will maintain the confidentiality and security of Client’s data and provide timely communication regarding service updates or issues.
Client Responsibilities: Client is responsible for providing accurate and complete information necessary for the effective delivery of our Services. This includes granting appropriate access to systems, networks, and personnel as needed. Client must maintain their own hardware, software, network infrastructure, and data backups unless otherwise specified in a separate agreement. Additionally, Client is expected to implement security recommendations provided by Jones IT to ensure the integrity and security of their systems.
4. Termination of Services
By the Company: We reserve the right to terminate or suspend our support relationship with Client by providing a 90-day written notice to Client; provided, however, Company may immediately terminate this agreement for overdue payment.
By Client: Client may terminate or suspend services by providing written notice to Company. Upon receipt, Company will work diligently to transition all relevant documentation and services to Client’s designated IT provider within 30 days. Client shall pay Company for all Services rendered through the date of termination.
5. Data Security
We prioritize the security of Client’s data above all else. We implement industry-standard security measures to protect Client’s information from unauthorized access, disclosure, alteration, or destruction. Client is responsible for maintaining the security of their own systems and data.
6. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary information, trade secrets, and sensitive data exchanged during the course of the engagement. This obligation shall survive the termination of Services.
7. Warranty and Disclaimer
The Company warrants that Services will be performed in a professional and workmanlike manner. The Company does not guarantee that Services will be error-free or that all security vulnerabilities can be eliminated. Except as expressly provided, Services are provided “as is” without any warranties, express or implied. The Company is not responsible for failures or damages resulting from third-party software, hardware, or internet service providers. Company shall not have any responsibility to warrant the Services unless Company is paid in full for all Services rendered to Client.
8. Limitation of Liability
To the maximum extent permitted by law, Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the use of our Services. The Company is not liable for data loss, security breaches, or unauthorized access unless directly caused by Company’s gross negligence or willful misconduct. Company’s total liability for any claim related to the Services shall not exceed the fees paid by Client for the Services in the six (6) months preceding the event giving rise to the claim.
9. Liability Insurance
Jones IT carries $1 million in general liability insurance to provide an additional layer of protection for Client covering personal injury, sickness or death or for damage to or the destruction of property arising or resulting from the acts or omissions of Company in performing the Services.
10. Indemnification
Client agrees to indemnify, defend, and hold harmless Jones IT, its officers, directors, employees, and agents from and against all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Client’s misuse of technology, systems, or Services.
- Failure to implement security recommendations provided by Jones IT.
- Unauthorized access or data breaches resulting from Client’s negligence or intentional misconduct.
- Any violation of applicable laws, regulations, or third-party rights by Client.
This indemnification obligation shall survive the termination of the Services.
11. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the state of Colorado without regard to its conflict of law principles. Any dispute shall first be attempted to be resolved through negotiation. If unresolved, disputes shall be litigated through the state courts located in Denver, Colorado. Company shall be entitled to its costs of collection, including attorney fees and costs, for any balance owed to Company. The parties waive the right to a trial by jury on all claims so triable to a jury.
12. Amendments
We may update these Terms from time to time. Any changes will be communicated to Client, and continued use of our Services after such updates constitutes acceptance of the revised Terms.
13. Contact Information
For questions regarding these Terms, please contact us at:
Jones IT
2701 Lawerence Street
Unit 6 Denver CO 80205
14. Severability
If any provision of these terms and conditions is found to be unenforceable, the remaining provisions shall remain in full force and effect.
Please review these Terms carefully. By engaging with our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
