Terms of Service

These Terms of Service govern your use of the Out of the Valley IT Consulting website and the technology services provided by Out of the Valley IT Consulting.

By accessing this website, requesting services, accepting a proposal, paying an invoice, or otherwise engaging Out of the Valley IT Consulting, you acknowledge that you have read, understood, and agree to these Terms.

If services are governed by a signed proposal, statement of work, managed services agreement, subscription agreement, or other written agreement, that agreement will control in the event of a direct conflict with these Terms.

Out of the Valley IT Consulting provides practical technology services for small businesses, including managed IT, networking, VoIP and communications, website design and maintenance, cybersecurity, cloud and software configuration, hardware and software support, and IT consulting.

The exact scope, deliverables, pricing, service levels, and schedule for an engagement may be defined in a proposal, quote, statement of work, invoice, service plan, or other written agreement.

Clients are responsible for providing reasonable and timely access to the systems, equipment, accounts, credentials, facilities, personnel, documentation, and information necessary for us to perform authorized services.

Clients represent that they have the legal authority to authorize Out of the Valley IT Consulting to access, configure, repair, test, monitor, or otherwise work on any system, account, network, website, device, or service provided to us.

Unless backup services are specifically included in a written agreement, clients are responsible for maintaining current and recoverable backups of important data.

Certain services may require temporary or ongoing access to administrative accounts, passwords, API credentials, hosting accounts, domain registrars, cloud services, network equipment, or other systems.

Credentials provided to us will be used only as reasonably necessary to perform authorized services. Clients remain responsible for controlling their accounts and notifying us when access should be changed or terminated.

Fees for services will be communicated through a quote, proposal, invoice, service plan, subscription, statement of work, or other written agreement.

Unless otherwise stated in writing, invoices are due according to the payment terms shown on the applicable invoice.

Out of the Valley IT Consulting may suspend or delay services when invoices become materially past due. The client remains responsible for charges incurred before suspension or termination.

Third-party products, licenses, subscriptions, equipment, domain names, hosting services, telecommunications charges, cloud services, or other external costs may be billed separately or passed through to the client as agreed.

Some services may be offered on a recurring monthly, annual, or other subscription basis. The applicable proposal, service plan, or agreement will identify the recurring charge and included services.

Recurring services continue until canceled in accordance with the applicable service agreement or subscription terms.

Third-party services purchased or provisioned on behalf of a client may be subject to separate cancellation requirements, minimum commitments, renewal periods, or non-refundable charges imposed by the third-party provider.

Our services may involve products or services provided by third parties, including internet providers, telecommunications carriers, domain registrars, hosting companies, cloud providers, software vendors, hardware manufacturers, cybersecurity vendors, and other technology providers.

Third-party products and services are governed by the applicable provider's terms, policies, warranties, availability, and service levels.

Out of the Valley IT Consulting does not control and cannot guarantee the continued operation, pricing, security, compatibility, or availability of third-party services.

Hardware and software recommendations are based on the information available at the time of the recommendation. Technology requirements, vendor support, licensing terms, compatibility, pricing, and product availability may change.

Manufacturer or vendor warranties apply to third-party products where applicable. Unless expressly stated in writing, Out of the Valley IT Consulting does not provide an independent warranty for third-party hardware or software.

Cybersecurity services are intended to reduce technology risk, not eliminate it. No network, device, website, cloud service, software platform, or security control can be guaranteed to prevent every intrusion, malware infection, phishing attempt, data breach, service disruption, or other security incident.

Recommendations are based on the client's environment, available information, budget, and agreed scope of work. The client remains responsible for business decisions regarding the implementation, rejection, or delay of recommended security controls unless otherwise established by a written managed services agreement.

Unless backup management is specifically included in a written agreement, Out of the Valley IT Consulting does not assume responsibility for maintaining client backups.

Technology work can involve inherent risks, including hardware failure, software corruption, configuration errors, unexpected incompatibility, or data loss. Clients should maintain verified backups of critical information.

When backup services are included in an agreement, the scope and limitations of those services will be governed by that agreement and any applicable third-party provider terms.

For website design, development, maintenance, or related services, the client is responsible for ensuring that content, trademarks, images, text, customer data, and other materials supplied to us may legally be used for the intended purpose.

Unless otherwise agreed in writing, clients are responsible for the accuracy and legality of their website content and for compliance with laws and regulations applicable to their particular business or industry.

Website availability may depend on third-party hosting providers, domain registrars, DNS providers, content delivery networks, plugins, APIs, and other external services that are outside our direct control.

Each party retains ownership of intellectual property it owned before the engagement.

Unless otherwise agreed in writing, upon full payment for custom work, the client receives the rights to final client-specific deliverables created specifically for that client.

Out of the Valley IT Consulting retains ownership of pre-existing materials, internal tools, methodologies, templates, scripts, configurations, processes, general technical knowledge, reusable code, and other materials not created exclusively for the client.

Third-party software, themes, plugins, libraries, images, fonts, and other licensed materials remain subject to their respective licenses.

In performing services, either party may receive confidential business, technical, financial, operational, or security-related information belonging to the other party.

Each party agrees to use reasonable care to protect confidential information and to use such information only for legitimate purposes related to the business relationship, except when disclosure is authorized by the owner of the information or required by law.

Clients may not use our services to knowingly facilitate unlawful activity, unauthorized access to computer systems, distribution of malicious software, infringement of intellectual property rights, fraudulent activity, harassment, or other illegal conduct.

We reserve the right to refuse or terminate work that we reasonably believe would require unlawful, fraudulent, malicious, or unauthorized activity.

While we strive to provide dependable technology solutions, we do not guarantee that any website, network, telecommunications service, computer system, cloud platform, software product, security system, or other technology will operate without interruption or error.

Maintenance, equipment failure, internet outages, carrier outages, software defects, cyber incidents, utility failures, third-party provider failures, and circumstances outside our reasonable control may affect service availability.

Except for any warranties expressly provided in a written agreement, services are provided on an "as is" and "as available" basis to the fullest extent permitted by law.

Out of the Valley IT Consulting disclaims implied warranties to the extent permitted by applicable law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the fullest extent permitted by applicable law, Out of the Valley IT Consulting will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost business opportunities, business interruption, loss of goodwill, or loss of data arising from or related to the services.

To the fullest extent permitted by applicable law, our aggregate liability arising from a particular claim will not exceed the amount paid by the client to Out of the Valley IT Consulting for the specific services giving rise to that claim during the six months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot legally be excluded or limited under applicable law.

To the extent permitted by law, the client agrees to indemnify and hold harmless Out of the Valley IT Consulting from third-party claims, damages, liabilities, and reasonable costs arising from the client's unlawful use of services, materials supplied by the client that infringe third-party rights, or systems the client was not authorized to permit us to access.

Either party may terminate project-based or ongoing services according to the terms of the applicable proposal, subscription, statement of work, or service agreement.

We may suspend or terminate services for material nonpayment, unlawful activity, abuse of services, security threats, material breach of an agreement, or circumstances that make continued service unsafe or unreasonable.

Termination does not eliminate payment obligations for services, products, licenses, commitments, or expenses incurred before the effective termination date.

Out of the Valley IT Consulting will not be responsible for delays or failures caused by circumstances beyond our reasonable control, including severe weather, natural disasters, utility failures, internet or telecommunications outages, cyberattacks, governmental actions, labor disruptions, supply-chain interruptions, third-party service failures, or similar events.

These Terms and any dispute arising from them will be governed by the laws of the State of Alabama, without regard to conflict-of-law principles.

We may update these Terms periodically to reflect changes to our services, business practices, technology, or legal requirements. Updated Terms will be posted on this page with a revised "Last Updated" date.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

These Terms, together with any applicable proposal, statement of work, invoice terms, subscription agreement, managed services agreement, or other written agreement, constitute the agreement between the parties regarding the applicable services.