Terms and Conditions – Forgeon Technologies LLC

1. Definitions

“Agreement” means any Service Agreement, Statement of Work (SOW), Quote, Proposal, Addendum, or other written engagement document executed between Company and Client, all of which incorporate these Terms by reference.

“Business Day” means Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding Company-observed holidays (New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day).

“After-Hours Support” means support provided outside of Business Days, which may be subject to additional rates as specified in the applicable Agreement.

“Client Data” means any data, information, files, or materials owned by or belonging to Client that are processed, stored, accessed, or transmitted by Company in the course of providing Services.

“Confidential Information” means any non-public information disclosed by one party to the other, designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

“Deliverables” means any work product, documentation, configurations, reports, scripts, or materials created by Company specifically for Client under an Agreement.

“Managed Services” means the ongoing IT management, monitoring, maintenance, and support services provided by Company on a recurring basis as described in an applicable Agreement.

“Services” means all IT-related professional services, managed services, cybersecurity services, cloud services, onsite support, helpdesk services, and any other services provided by Company to Client under an Agreement.

“Third-Party Services” means software, platforms, tools, hardware, or services sourced from third-party vendors, manufacturers, or providers used by Company in delivering the Services.

“Term” means the duration of Services as specified in the applicable Agreement, including any renewal periods.

2. Services

2.1 Scope of Services

Company provides a range of managed IT services to small and mid-sized businesses, including but not limited to:

IT Support & Helpdesk — remote and onsite technical support with an average response time of two (2) minutes for urgent issues
Cybersecurity — multi-layered security monitoring, endpoint protection, phishing defense, vulnerability management, and incident response
Cloud Services — cloud infrastructure design, migration, management, and optimization
Backup & Disaster Recovery — automated backup scheduling, manual testing, and full recovery strategy planning
Microsoft 365 & Email Management — deployment, configuration, licensing, and ongoing administration
Hardware, Software & Licensing — procurement, setup, renewals, upgrades, and vendor coordination
Compliance & Risk Management — policy design, reporting frameworks, and risk reduction strategies for regulated and non-regulated industries
Onboarding & Offboarding Support — secure employee provisioning, access management, and documentation
Onsite Technical Support & Training — engineer dispatch and team training at Client’s location
IT Documentation & Asset Management — tracking of devices, licenses, warranties, passwords, and configurations
Strategic IT Planning — technology roadmapping and alignment with Client’s business goals
Patch Management & Software Updates — scheduled testing and rollout of updates
Vendor Communications & Management — acting as Client’s primary technology vendor liaison
Tool Management & Configuration — Microsoft 365, Google Workspace, and other platform administration

The specific Services to be provided, along with applicable service levels and fees, will be set forth in the applicable Agreement. Additional services outside the scope of any Agreement may be performed at Company’s then-current rates.

2.2 Service Delivery

Company will perform Services remotely or at Client’s business location(s) as appropriate. For onsite services, Client shall provide a suitable workspace, network access, and all necessary credentials and cooperation. Client acknowledges that effective delivery of Services depends on Client’s timely cooperation, accurate information, and access to Client’s systems.

2.3 Service Changes

Any changes to the scope of Services must be agreed upon in writing by both parties through an amended Agreement, Change Order, or addendum. Company reserves the right to adjust pricing for material scope increases with thirty (30) days’ written notice.

3. Fees, Payment, and Billing

3.1 Fees

Fees for Services are set forth in the applicable Agreement. Recurring managed service fees are billed monthly in advance. Project-based, time-and-materials, and one-time fees are invoiced upon completion or as specified in the applicable Agreement.

3.2 Payment Terms

All invoices are due and payable within thirty (30) days of the invoice date unless otherwise specified in the Agreement. Payments must be made in U.S. dollars. A convenience fee may apply for credit card payments. Company reserves the right to increase recurring fees annually by the Consumer Price Index (CPI) plus up to two percent (2%), with forty-five (45) days’ prior written notice.

3.3 Late Payment & Service Suspension

Undisputed amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. If Client’s account is thirty (30) or more days past due, Company may, upon ten (10) days’ written notice, suspend Services until all outstanding balances are paid in full. Client remains responsible for all fees during any suspension period. Company shall not be liable for any loss or damage arising from a service suspension due to non-payment.

3.4 Third-Party Costs

Client shall be responsible for all fees, licenses, and costs associated with any Third-Party Services procured on Client’s behalf, including but not limited to Microsoft 365, cloud infrastructure, security tools, and hardware. Consumption-based subscription costs reflect actual prior-month usage and are not subject to dispute. All hardware and software procurement sales are final.

3.5 Disputed Charges

If Client, in good faith, disputes any portion of an invoice, Client must (a) pay all undisputed amounts by the due date, and (b) provide Company with written notice of the dispute before the invoice due date, including supporting documentation. Client waives the right to dispute any invoice after thirty (30) days from the invoice date.

3.6 Taxes

Client is responsible for all applicable federal, state, and local taxes, duties, and levies arising from Services. If Client is tax-exempt, Client must provide valid exemption documentation prior to invoicing.

4. Client Responsibilities

Client agrees to:

Provide Company with timely access to systems, personnel, facilities, and information necessary to perform the Services;
Maintain current and adequate hardware, software, and connectivity as reasonably necessary for Company to deliver Services;
Appoint a designated point of contact authorized to make decisions regarding IT matters;
Maintain valid licenses for all software used at Client’s organization;
Promptly notify Company of any known or suspected security incidents, unauthorized access, or system changes;
Comply with all applicable laws, regulations, and industry standards applicable to Client’s business;
Obtain any required third-party consents, authorizations, or permits necessary for Company to perform the Services;
Ensure that end-users at Client’s organization comply with reasonable security policies and procedures communicated by Company.

Company’s ability to provide Services is dependent on Client’s cooperation. Company shall not be liable for any failure to perform arising from Client’s failure to fulfill its obligations under this section.

5. Third-Party Services and Subcontractors

5.1 Third-Party Services

Portions of the Services may rely upon or be delivered through Third-Party Services, including remote monitoring and management (RMM) platforms, ticketing systems, backup and recovery tools, cloud platforms, cybersecurity tools, and communication software. Company reserves the right to select, change, or replace Third-Party Service providers in its reasonable discretion, provided such changes do not materially diminish the Services delivered to Client.

Client may be required to accept end-user license agreements (EULAs) or terms of service for certain Third-Party Services. Client hereby authorizes Company to accept such terms on Client’s behalf where technically necessary. Company does not control Third-Party Services and is not responsible for their availability, performance, or failure.

5.2 Subcontractors

Company may engage qualified subcontractors to assist in delivering Services. Company will ensure that subcontractors are bound by confidentiality and security obligations consistent with these Terms. Company remains responsible for the work performed by subcontractors as if Company had performed such work directly.

6. Confidentiality

6.1 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) use Confidential Information only to fulfill obligations under the Agreement; (c) not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or agents who need to know and are bound by equivalent confidentiality obligations; and (d) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

6.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; (d) is lawfully received from a third party without restriction; or (e) must be disclosed pursuant to applicable law, regulation, or court order.

6.3 Client Data

Client Data remains the sole property of Client at all times. Company will not access, use, or disclose Client Data except as necessary to perform the Services or as required by law. Upon termination, Company will, at Client’s written request, return or securely destroy Client Data in Company’s possession, to the extent technically practicable.

7. Data Security and Compliance

7.1 Security Measures

Company implements and maintains commercially reasonable technical, administrative, and physical security measures designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction. These measures are consistent with industry standards for managed IT service providers.

7.2 Incident Notification

In the event Company becomes aware of a confirmed security incident directly involving Client Data under Company’s control, Company will notify Client in writing within seventy-two (72) hours of confirmation and will cooperate with Client in reasonable investigation and remediation efforts.

7.3 Regulatory Compliance

While Company assists clients across various regulated industries, Client bears ultimate responsibility for its own compliance with all applicable laws and regulations, including but not limited to HIPAA, PCI-DSS, NY SHIELD Act, CCPA, GDPR, and any other industry-specific requirements. Company’s compliance support services are advisory in nature and do not constitute legal, regulatory, or compliance advice.

8. Intellectual Property

8.1 Company’s IP

All proprietary methodologies, tools, templates, processes, software, and pre-existing intellectual property of Company used in delivering Services remain the exclusive property of Company. Nothing in these Terms transfers any ownership of Company’s intellectual property to Client.

8.2 Deliverables

Deliverables created specifically for Client (such as IT documentation, asset lists, configuration records, and custom scripts) are owned by Client upon full payment of all applicable fees.

8.3 License Grant

Company grants Client a limited, non-exclusive, non-transferable license to use any Company-provided tools or platforms solely for Client’s internal business operations during the Term. This license terminates upon expiration or termination of the Agreement.

8.4 Use of Client Name

With prior written notification to Client, Company may reference Client’s name in company materials, case studies, testimonials, or marketing content. Client may revoke this permission at any time with written notice.

9. Equipment

Any equipment provided by Company to Client for use during the Term remains the sole property of Company. Client shall not attempt to sell, modify, repair, or relocate Company equipment without prior written consent. Upon termination of Services, Client must return all Company-owned equipment within ten (10) Business Days. Client is responsible for maintaining insurance on Company equipment in its possession and shall be liable for loss, theft, or damage.

10. Term and Termination

10.1 Term

The Term of Services is as specified in the applicable Agreement. Unless otherwise stated, Agreements automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term.

10.2 Termination for Cause

Either party may terminate an Agreement for cause upon thirty (30) days’ written notice if the other party materially breaches the Agreement and fails to cure such breach within such notice period. Company may immediately terminate Services upon Client’s: (a) failure to pay undisputed fees within sixty (60) days of the due date; (b) insolvency, bankruptcy, or assignment for benefit of creditors; or (c) material violation of applicable law.

10.3 Effect of Termination

Upon termination: (a) all outstanding fees become immediately due and payable; (b) each party shall return or destroy the other’s Confidential Information; (c) Company will provide reasonable transition assistance as separately agreed in writing; and (d) all licenses granted by Company to Client terminate immediately. Sections 6, 8, 11, 12, 13, and 15 survive termination.

11. Warranties and Disclaimer

11.1 Company Warranty

Company warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If Client is dissatisfied with any Company personnel, Company will use reasonable efforts to provide alternative personnel upon written request.

11.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL CASES, COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO ANY AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

No action, regardless of form, arising out of or related to an Agreement may be brought more than one (1) year after the cause of action has accrued.

13. Indemnification

Client shall indemnify, defend, and hold harmless Company, its members, officers, employees, contractors, and agents from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s breach of these Terms or any Agreement; (b) Client’s negligence or willful misconduct; (c) Client’s use of Services in violation of applicable law; (d) any claim that Client’s data or instructions infringe a third party’s intellectual property rights; or (e) Client’s failure to maintain proper software licenses.

14. Non-Solicitation

During the Term of any Agreement and for a period of twenty-four (24) months following its termination, Client shall not, directly or indirectly, solicit, recruit, hire, or engage as an employee, contractor, or consultant any individual who was employed by or contracted with Company during the Term, without Company’s prior written consent. In the event of a violation, Client agrees to pay Company a placement fee equal to six (6) months of the applicable individual’s compensation.

15. Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, pandemics, epidemics, war, terrorism, civil unrest, labor disputes, government actions, utility failures, cyberattacks by third parties, or failures of third-party service providers. Payment obligations are not excused by force majeure events.

16. Relationship of the Parties

Company and Client are independent contractors. Nothing in these Terms or any Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms and all Agreements are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

17.2 Dispute Resolution

In the event of any dispute arising from or related to these Terms or any Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation for thirty (30) days. If negotiation fails, any unresolved dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in New York, New York.

17.3 Injunctive Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in New York to prevent irreparable harm pending resolution of a dispute.

18. General Provisions

Entire Agreement: These Terms, together with all applicable Agreements, constitute the entire agreement between the parties concerning the subject matter and supersede all prior negotiations, representations, or agreements.

Amendments: Company reserves the right to update these Terms at any time. Material changes will be communicated with thirty (30) days’ written notice. Continued use of Services constitutes acceptance of updated Terms.

Severability: If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Waiver: No waiver of any provision shall be effective unless in writing. Failure to enforce any provision shall not be deemed a waiver of future enforcement.

Assignment: Client may not assign or transfer any Agreement without Company’s prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of assets, with prior written notice to Client.

Notices: All notices must be in writing. Notices to Company: Forgeon Technologies LLC, New York, NY | info@forgeon.tech | (929) 338-6700

Counterparts; Electronic Signatures: Agreements may be executed in counterparts. Electronic and digital signatures are deemed valid and binding.

No Third-Party Beneficiaries: These Terms are intended solely for the benefit of Company and Client and do not create any rights in any third party.