Terms of Service

Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("Client," "you," "your"), and Hardware & Software Lifecycle Support ("HSLS," "Company," "we," "us," "our"), a company registered at 412 N 2nd St, Lamar, CO 81052, United States, concerning your access to and use of our IT infrastructure maintenance services, system optimization services, and any related consulting, support, or managed services we provide.

By engaging our services, signing a service agreement, submitting a service request through our website, or otherwise accessing our services in any capacity, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using our services and must discontinue engagement immediately.

We reserve the right to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of our services after the date such revised Terms are posted.

Description of Services

Hardware & Software Lifecycle Support provides outsourced IT infrastructure maintenance and system optimization services designed for small and medium-sized business environments. Our services are delivered as modular, subscription-based offerings that may be engaged individually or as bundled packages. The scope of services includes, but is not limited to, the following modules:

2.1 System Health Diagnostics

Routine and scheduled technical assessments of your hardware and software environment, including error log analysis, system resource monitoring, performance benchmarking, configuration drift detection, vulnerability scanning, and the preparation of written diagnostic reports with prioritized remediation recommendations. Diagnostic scans may be performed weekly, bi-weekly, or monthly depending on the service tier selected.

2.2 Peripheral Integration Support

Configuration, installation, updating, and maintenance of external hardware device drivers and firmware within your office network environment. This includes, but is not limited to, printers, scanners, barcode readers, display adapters, input devices, label printers, industrial peripherals, and other USB, network-attached, or Bluetooth-connected devices. We perform compatibility testing, network mapping, and driver version management to ensure seamless peripheral operation across all connected workstations.

2.3 Internal Database Cleanup

Systematic identification and removal of redundant, obsolete, and trivial (ROT) data from your internal databases, file servers, and shared storage volumes. This includes record deduplication, orphaned file detection and removal, index optimization, query performance analysis, storage utilization auditing, and capacity planning recommendations. Database cleanup operations are performed according to schedules agreed upon in your service contract, with all deletion operations logged and reversible within a defined retention window.

2.4 Endpoint Configuration

Standardization of software configurations, operating system settings, security policies, and application installations across all corporate workstations and endpoints within your organization. This includes establishing and enforcing configuration baselines, deploying group policy objects or equivalent management frameworks, managing software patch cycles, controlling application whitelisting and blacklisting, and ensuring that all endpoints comply with your organization's IT governance requirements.

2.5 Operational Uptime Monitoring

Continuous, 24-hour-a-day, 7-day-a-week monitoring of your system availability, network health, service responsiveness, and infrastructure performance metrics. Monitoring includes real-time alerting with configurable thresholds, tiered incident escalation procedures, automated status reporting, uptime SLA tracking, and incident post-mortem documentation. Monitoring coverage extends to servers, workstations, network equipment, cloud-hosted resources, and any other endpoints defined in your service agreement.

Service Engagement and Onboarding

Engagement of our services begins upon execution of a written service agreement, which may be delivered electronically, or upon acceptance of a formal proposal issued by HSLS. The onboarding process typically includes the following phases:

• Initial Consultation: A discovery session to understand your current IT environment, pain points, business requirements, and operational priorities. This session may be conducted remotely or on-site depending on geographic feasibility and Client preference.
• Infrastructure Assessment: A comprehensive audit of your existing hardware, software, network topology, security posture, and data storage architecture. This assessment forms the basis of our service recommendations and the establishment of your configuration baselines.
• Service Plan Development: Based on the infrastructure assessment, we will prepare a customized service plan detailing the specific modules, service tiers, scheduling, SLA targets, pricing, and escalation procedures applicable to your engagement.
• Deployment and Configuration: Installation and configuration of any monitoring agents, management tools, remote access solutions, or other technical prerequisites necessary to deliver the agreed-upon services. This phase includes validation testing to ensure all systems are operating within expected parameters before active service delivery begins.
• Transition to Active Service: Upon successful completion of the deployment phase, your account transitions to active managed service status. From this point forward, all service modules included in your plan will be delivered according to the schedules and SLA targets defined in your service agreement.

The total duration of the onboarding process varies depending on the complexity of your environment and the scope of services engaged, but typically ranges from 5 to 15 business days for standard small business deployments.

Client Responsibilities

To enable us to deliver our services effectively and within the agreed-upon SLA targets, you agree to the following responsibilities:

• Provide timely and accurate information regarding your IT environment, including network diagrams, hardware inventories, software license details, administrative credentials, and any other technical documentation reasonably requested by HSLS.
• Designate a primary point of contact within your organization who is authorized to approve changes, receive reports, and communicate service requirements on behalf of the Client.
• Ensure that HSLS personnel and authorized representatives have reasonable remote or physical access to the systems, networks, and facilities necessary to perform the contracted services.
• Notify HSLS promptly of any changes to your IT environment that may affect service delivery, including but not limited to: new hardware or software deployments, network topology changes, personnel changes affecting access credentials, office relocations, or changes in business operations that significantly alter your IT usage patterns.
• Maintain valid and current licenses for all software and operating systems within your environment. HSLS is not responsible for providing software licenses unless explicitly agreed upon in writing.
• Refrain from making unauthorized modifications to configurations, settings, or systems that have been standardized or optimized by HSLS without prior consultation, as such modifications may void applicable SLA guarantees for the affected systems.
• Pay all invoices in accordance with the payment terms specified in your service agreement.

Pricing, Payment, and Billing

Service fees are billed on a monthly subscription basis unless otherwise specified in your service agreement. All pricing is quoted in United States Dollars (USD). Invoices are issued on the first business day of each billing cycle and are payable within thirty (30) days of the invoice date unless different payment terms are specified in your service agreement.

We accept payment by ACH bank transfer, wire transfer, corporate check, and major credit cards (Visa, Mastercard, American Express). A late payment fee of one and a half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, will be assessed on any balance remaining unpaid after the payment due date.

HSLS reserves the right to adjust pricing upon thirty (30) days' written notice prior to the start of a new billing cycle. Price adjustments will not apply to the current billing cycle in progress at the time of notice. If you do not agree with a price adjustment, you may terminate your service agreement in accordance with the termination provisions set forth in Section 9 of these Terms.

All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for the payment of all such taxes, levies, or duties, excluding only taxes based on HSLS's net income.

Service Level Agreements

HSLS is committed to delivering services within the performance targets specified in your service agreement. Our standard Service Level Agreement includes the following commitments:

• Uptime Target: We target 99.97% system availability for all monitored endpoints and services, measured on a monthly basis. Uptime measurements exclude scheduled maintenance windows, force majeure events, and downtime caused by Client actions or third-party service failures outside HSLS's control.
• Response Time: Critical severity incidents will receive an initial response within fifteen (15) minutes. High severity incidents will receive an initial response within one (1) hour. Medium severity incidents will receive an initial response within four (4) hours. Low severity incidents will receive an initial response within one (1) business day.
• Resolution Time: HSLS will use commercially reasonable efforts to resolve incidents within the timeframes specified in your service agreement. Resolution times are measured from the time of initial response to the time the affected system or service is restored to normal operational status.
• Reporting: Monthly service reports will be delivered within five (5) business days of the end of each calendar month. Reports include uptime statistics, incident summaries, remediation actions taken, and recommendations for the upcoming period.

In the event that HSLS fails to meet the agreed-upon uptime target in any given month, you may be eligible for a service credit as specified in your service agreement. Service credits are the sole and exclusive remedy for any failure to meet SLA targets and shall not exceed the total monthly service fee for the affected service module.

Confidentiality and Data Handling

In the course of delivering our services, HSLS may have access to confidential business information, proprietary data, trade secrets, personally identifiable information, and other sensitive materials belonging to the Client ("Confidential Information"). HSLS agrees to hold all Confidential Information in strict confidence and to not disclose, publish, or otherwise reveal any Confidential Information to any third party except as specifically authorized in writing by the Client or as required by law.

HSLS will implement and maintain industry-standard administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Client data. These safeguards include, but are not limited to: encryption of data in transit and at rest, access controls based on the principle of least privilege, multi-factor authentication for all administrative access, regular security assessments, and employee security awareness training.

Upon termination of services, HSLS will return or securely destroy all Client data and Confidential Information within thirty (30) days, unless a longer retention period is required by applicable law or regulation. A certificate of data destruction will be provided upon request.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HSLS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (III) ANY DATA LOSS OR CORRUPTION; OR (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR SYSTEMS OR DATA, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

HSLS's total aggregate liability arising out of or relating to these Terms or the services provided hereunder shall not exceed the total amount paid by the Client to HSLS during the twelve (12) month period immediately preceding the event giving rise to the claim. This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you may have additional rights under applicable law.

Term and Termination

These Terms shall remain in full force and effect while you use our services. The initial term of your service agreement will be as specified in your signed service contract. Unless otherwise stated, service agreements automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Either party may terminate the service agreement for cause upon thirty (30) days' written notice if the other party materially breaches any provision of these Terms or the service agreement and fails to cure such breach within the thirty (30) day notice period. HSLS may also suspend or terminate services immediately, without prior notice, if: (a) the Client fails to pay any undisputed invoice within fifteen (15) days after the payment due date; (b) the Client engages in any activity that poses an immediate security risk to HSLS's systems, personnel, or other clients; or (c) the Client enters into bankruptcy, insolvency, receivership, or similar proceedings.

Upon termination, all rights and obligations under these Terms shall cease, except for those provisions which by their nature are intended to survive termination, including but not limited to: confidentiality obligations, limitation of liability, indemnification, dispute resolution, and any accrued payment obligations.

Indemnification

You agree to indemnify, defend, and hold harmless HSLS, its officers, directors, employees, agents, and subcontractors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (a) your use of our services; (b) your breach of any term of these Terms; (c) your violation of any applicable law, rule, or regulation; (d) any claim that your data, content, or materials infringe upon the intellectual property rights or other rights of any third party; or (e) any negligent or willful misconduct by you, your employees, or your agents.

Intellectual Property

All intellectual property rights in the tools, scripts, processes, methodologies, templates, reports, and other materials developed or used by HSLS in the delivery of services remain the exclusive property of HSLS. Nothing in these Terms or any service agreement shall be construed as transferring any intellectual property rights from HSLS to the Client, except as expressly set forth in a separate written agreement.

The Client retains all ownership rights in its own data, content, and proprietary information. HSLS acquires no ownership interest in Client data by virtue of providing services under these Terms.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States of America, without regard to its conflict of laws principles. Any legal action, suit, or proceeding arising out of or relating to these Terms or the services provided hereunder shall be brought exclusively in the state or federal courts located in Prowers County, Colorado, and you consent to the personal jurisdiction and venue of such courts.

Prior to initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of not less than thirty (30) days following written notice of the dispute. If the dispute cannot be resolved through negotiation, either party may pursue remedies available under applicable law.

Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions or regulations, power outages, internet service disruptions, telecommunications failures, labor disputes, or supply chain disruptions. The affected party shall provide prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as practicable.

Miscellaneous Provisions

Entire Agreement. These Terms, together with any executed service agreements, proposals, and statements of work, constitute the entire agreement between you and HSLS with respect to the services described herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

Waiver. No waiver by HSLS of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of HSLS to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer your rights or obligations under these Terms without the prior written consent of HSLS. HSLS may assign its rights and obligations under these Terms without restriction.

Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by certified or registered mail, return receipt requested, postage prepaid, to the addresses specified in the applicable service agreement or to such other address as either party may designate in writing.