Terms & Conditions

1. Acceptance of Terms

1.1 Agreement to Terms

By accessing or using the No Limit Systems website located at https://nolimitsystems.com (the "Website"), submitting an inquiry or service request, executing a service agreement or statement of work, or otherwise engaging our services, you agree to be bound by these Terms, our Privacy Policy, and any applicable service agreements or statements of work.

1.2 Authority to Bind

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such case, "you" and "your" shall refer to such entity.

1.3 Eligibility

You represent that you are at least 18 years of age and have the legal capacity to enter into binding contracts. Our services are intended for business use; we do not knowingly provide services to consumers for personal, family, or household purposes.

1.4 Order of Precedence

In the event of a conflict between these Terms and any executed service agreement, statement of work ("SOW"), or order form, the terms of the specific service agreement or SOW shall control with respect to the services covered therein. Otherwise, these Terms shall govern.

2. Definitions

• "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.
• "Customer Data" means any data, content, or information provided by Customer or collected on Customer's behalf in connection with the Services.
• "Deliverables" means any work product, documentation, reports, or other materials created by NLS and delivered to Customer as part of the Services.
• "Services" means the IT services, consulting, and other professional services provided by NLS as described in applicable service agreements or SOWs.
• "SOW" or "Statement of Work" means a document executed by the parties that describes specific services, deliverables, timelines, and fees.
• "Third-Party Products" means software, hardware, services, or other products provided by third parties that may be resold, recommended, or integrated by NLS.

3. Services & Scope

3.1 Services Offered

No Limit Systems provides information technology services including, but not limited to:

• Managed IT Services: Comprehensive outsourced IT operations including monitoring, maintenance, helpdesk support, patch management, and vendor coordination.
• Co-Managed IT Services: Collaborative IT support augmenting Customer's internal IT team with overflow support, specialized expertise, and after-hours coverage.
• Cybersecurity Services: Security assessments, EDR/XDR deployment, email security, identity and access management, security awareness training, and incident response.
• Microsoft 365 & Google Workspace: Licensing, migration, configuration, administration, and ongoing management of cloud productivity platforms.
• Business Phone Systems: VoIP and UCaaS solutions including system design, deployment, configuration, and support.
• Internet & Connectivity Services: Internet circuit procurement, failover solutions, and SD-WAN implementations.
• Network Infrastructure: Structured cabling, wireless network design, firewall deployment, and network optimization.
• IT Consulting: Strategic technology planning, assessments, vCIO/vCISO services, and project-based engagements.

3.2 Service Agreements

Specific services will be defined in service agreements, proposals, quotes, or SOWs executed by the parties. Each such document will specify:

• Scope of services and deliverables
• Service levels and response time targets (if applicable)
• Fees, payment terms, and billing frequency
• Term, renewal, and termination provisions
• Customer responsibilities and assumptions
• Any service-specific terms that modify or supplement these Terms

3.3 Changes to Services

Changes to the scope of services must be agreed upon in writing by both parties through a change order or amended SOW. NLS reserves the right to modify the manner in which services are delivered, provided such modifications do not materially diminish the functionality or quality of the services.

4. Service-Specific Terms

4.1 Managed IT Services

• Services are provided for devices, users, and locations specified in the applicable service agreement.
• Support is provided during hours specified in the agreement; after-hours emergency support may be available at additional cost unless included.
• NLS will maintain reasonable documentation of Customer's environment.
• Customer authorizes NLS to install and maintain remote monitoring and management (RMM) agents on covered devices.
• Response time targets are goals, not guarantees, and are subject to issue severity and Customer cooperation.

4.2 Cybersecurity Services

• Security services reduce risk but cannot guarantee prevention of all security incidents.
• Customer acknowledges that security is a shared responsibility and must cooperate with security recommendations.
• Incident response services are provided on a best-efforts basis; outcomes depend on many factors outside NLS's control.
• Security assessments and penetration testing require Customer's written authorization and coordination.

4.3 Cloud Services (Microsoft 365, Google Workspace)

• Cloud platform services are subject to the terms and conditions of the respective platform provider (Microsoft, Google).
• NLS acts as a reseller or administrator; platform availability is the responsibility of the platform provider.
• Customer is responsible for understanding and complying with platform licensing requirements.
• Customer owns and retains all rights to Customer Data stored in cloud platforms.

4.4 Internet & Telecommunications

• Internet and phone services are subject to carrier/provider terms and service level agreements.
• NLS is not responsible for carrier outages, service quality issues, or regulatory compliance obligations that rest with the carrier.
• Number porting is subject to carrier cooperation and regulatory requirements; NLS cannot guarantee porting timelines.

4.5 Project-Based Services

• Project timelines are estimates based on assumptions stated in the SOW; delays caused by Customer or third parties may extend timelines.
• Fixed-fee projects are based on stated scope; scope changes require a change order with associated fee adjustments.
• Time-and-materials projects are billed based on actual time and expenses incurred.

5. Customer Responsibilities

5.1 General Responsibilities

Customer agrees to:

• Provide accurate, complete, and timely information necessary for NLS to perform the Services.
• Designate authorized contacts with decision-making authority for service requests and approvals.
• Respond to NLS inquiries and requests in a timely manner.
• Provide reasonable access to facilities, systems, personnel, and documentation as needed for service delivery.
• Maintain appropriate backups of Customer Data unless backup services are expressly included in the Services.
• Comply with all applicable laws, regulations, and third-party agreements in connection with the Services.
• Obtain and maintain all necessary licenses, permits, and authorizations required for NLS to perform the Services.

5.2 Security Responsibilities

Customer acknowledges that security is a shared responsibility and agrees to:

• Implement security recommendations provided by NLS in a timely manner.
• Maintain the confidentiality of all credentials, passwords, and access tokens.
• Promptly notify NLS of any suspected security incidents or unauthorized access.
• Ensure that Customer personnel complete required security awareness training.
• Not disable, circumvent, or interfere with security measures implemented by NLS.

5.3 On-Site Access

When NLS personnel perform on-site services, Customer shall:

• Provide a safe and suitable working environment.
• Ensure appropriate personnel are available to provide access and answer questions.
• Comply with any scheduling requirements or change windows agreed upon.

5.4 Consequences of Non-Compliance

Failure to meet Customer responsibilities may result in service delays, additional fees, reduced service quality, or suspension of services. NLS shall not be liable for any failure to perform or delay caused by Customer's failure to meet its responsibilities.

6. Acceptable Use Policy

6.1 Prohibited Activities

Customer shall not, and shall not permit any third party to, use the Website or Services to:

• Violate any applicable law, regulation, or third-party right.
• Transmit, store, or process any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
• Transmit malware, viruses, worms, or other malicious code.
• Engage in unauthorized access, probing, scanning, or testing of systems.
• Interfere with or disrupt the integrity or performance of any systems or networks.
• Send unsolicited bulk email (spam) or engage in phishing activities.
• Infringe or misappropriate any intellectual property rights.
• Impersonate any person or entity or misrepresent affiliation.
• Harvest or collect information about others without consent.
• Use services for cryptocurrency mining without explicit authorization.
• Resell, sublicense, or provide services to third parties without authorization.

6.2 Enforcement

NLS reserves the right to investigate suspected violations of this Acceptable Use Policy. Violations may result in suspension or termination of services, removal of content, and reporting to law enforcement where appropriate. Customer shall cooperate with any investigation.

7. Fees, Payment & Billing

7.1 Fees

• Fees for Services shall be as specified in applicable service agreements, quotes, proposals, or SOWs.
• Unless otherwise stated, fees are quoted in U.S. dollars.
• Recurring fees (monthly, annual) are billed in advance; project and time-based fees are billed in arrears or per agreed milestones.
• NLS may adjust recurring fees upon written notice (typically 30-60 days) prior to the next renewal period.

7.2 Taxes

Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all applicable taxes (excluding taxes on NLS's net income) including sales tax, use tax, VAT, and similar charges. If NLS is required to collect such taxes, they will be invoiced to Customer.

7.3 Payment Terms

• Unless otherwise specified, invoices are due upon receipt (net 0) or within the payment terms stated on the invoice (typically net 15 or net 30).
• Payment may be made by check, ACH, wire transfer, or credit card as agreed.
• Amounts paid are non-refundable except as expressly stated in the applicable service agreement.

7.4 Late Payment

• Overdue amounts shall bear interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less.
• Customer shall reimburse NLS for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.
• NLS may suspend Services upon 10 days' written notice if payment is not received. Suspension does not relieve Customer of payment obligations.

7.5 Disputes

Customer must notify NLS of any billing dispute in writing within 30 days of the invoice date. Undisputed amounts remain due. The parties shall work in good faith to resolve disputes promptly.

8. Term & Termination

8.1 Term

These Terms are effective upon your first use of the Website or Services and continue until terminated. Service agreements and SOWs specify their own terms, which may include initial terms and renewal provisions.

8.2 Termination for Convenience

Unless otherwise specified in a service agreement:

• Month-to-month services may be terminated by either party upon 30 days' written notice.
• Fixed-term agreements may include early termination provisions with associated fees.

8.3 Termination for Cause

Either party may terminate for cause upon written notice if:

• The other party materially breaches these Terms or any service agreement and fails to cure such breach within 30 days of written notice (or 10 days for payment defaults).
• The other party becomes insolvent, files for bankruptcy, or ceases operations.

8.4 Suspension

NLS may immediately suspend Services without liability if:

• Customer violates the Acceptable Use Policy.
• There is an imminent security threat or risk to NLS's systems or other customers.
• Required to comply with law or legal process.
• Customer fails to pay undisputed amounts after notice.

8.5 Effect of Termination

• Upon termination, Customer's right to use the Services and any NLS-provided credentials, tools, or access shall immediately cease.
• Customer shall pay all fees for Services rendered through the termination date.
• NLS shall, upon request and payment of any outstanding fees, provide reasonable transition assistance for a period of up to 30 days at NLS's then-current rates.
• Each party shall return or destroy the other party's Confidential Information upon request.
• Sections that by their nature should survive termination shall survive, including but not limited to: Fees, Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law.

9. Data Protection & Security

9.1 Data Handling

• NLS processes Customer Data only as necessary to provide the Services and in accordance with Customer instructions.
• Customer retains all rights, title, and interest in Customer Data.
• NLS implements reasonable administrative, technical, and physical safeguards appropriate to the nature of the Services and data processed.

9.2 Security Measures

NLS's security program includes:

• Encryption of data in transit (TLS 1.2+) and at rest where applicable.
• Access controls including multi-factor authentication and role-based access.
• Monitoring and logging of system access and activities.
• Regular security assessments and employee training.
• Incident response procedures.

9.3 Data Breach Notification

In the event of a security incident involving unauthorized access to Customer Data, NLS will:

• Notify Customer without unreasonable delay after confirming the incident.
• Investigate the incident and take reasonable steps to mitigate harm.
• Cooperate with Customer's reasonable requests for information.
• Comply with breach notification obligations under Wisconsin Stat. § 134.98 and other applicable laws.

9.4 Compliance Agreements

For regulated industries or data types, NLS offers:

• Data Processing Agreements (DPA): Available for customers requiring contractual data protection commitments.
• Business Associate Agreements (BAA): Available for HIPAA-covered entities requiring NLS to access protected health information (PHI).
• Other Frameworks: Support for PCI-DSS, CJIS, SOC 2, and other compliance requirements as specified in service agreements.

Contact info@nolimitsystems.com to request compliance agreements.

10. Confidentiality

10.1 Obligations

Each party agrees to:

• Protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information (but not less than reasonable care).
• Use Confidential Information only for purposes of performing or receiving the Services.
• Not disclose Confidential Information to third parties except to employees, contractors, and agents who need to know and are bound by confidentiality obligations.

10.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of these Terms.
• Was known to the receiving party before disclosure.
• Is independently developed without use of Confidential Information.
• Is rightfully obtained from a third party without restriction.

10.3 Required Disclosure

A party may disclose Confidential Information if required by law, regulation, or legal process, provided the disclosing party (to the extent permitted) gives the other party reasonable advance notice to seek protective measures.

11. Intellectual Property

11.1 NLS Intellectual Property

• NLS retains all rights, title, and interest in the Website, its content, NLS's tools, methodologies, know-how, and pre-existing intellectual property.
• Customer receives a limited, non-exclusive, non-transferable license to access and use the Website for lawful business purposes in connection with the Services.
• Nothing in these Terms transfers ownership of NLS intellectual property to Customer.

11.2 Deliverables

• Upon full payment, Customer receives a non-exclusive, perpetual license to use Deliverables for Customer's internal business purposes.
• NLS retains ownership of any underlying tools, methodologies, or pre-existing materials incorporated into Deliverables.
• Customer may not resell, sublicense, or distribute Deliverables to third parties without NLS's consent.

11.3 Customer Data & Content

Customer retains all rights, title, and interest in Customer Data. Customer grants NLS a limited license to use, process, and transmit Customer Data solely as necessary to provide the Services.

11.4 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants NLS a non-exclusive, perpetual, royalty-free, worldwide license to use, modify, and incorporate such Feedback into NLS's services and products without restriction or compensation.

11.5 Trademarks

Neither party may use the other's trademarks, logos, or trade names without prior written consent, except that NLS may include Customer's name in a list of customers for marketing purposes unless Customer opts out in writing.

12. Third-Party Products & Services

12.1 Third-Party Terms

Services may include or require Third-Party Products (software, hardware, cloud services, carrier services, etc.). Customer's use of Third-Party Products is subject to the applicable third-party terms, licenses, and agreements. NLS is not a party to such agreements and has no liability for Third-Party Products.

12.2 Third-Party Availability

NLS does not control Third-Party Products and is not responsible for:

• Availability, performance, or quality of Third-Party Products.
• Changes, discontinuation, or end-of-life of Third-Party Products.
• Third-party security vulnerabilities or breaches.
• Third-party pricing changes or billing disputes.

12.3 Pass-Through Warranties

To the extent permitted, NLS will pass through to Customer any warranties provided by third-party vendors. NLS makes no independent warranties regarding Third-Party Products.

13. Warranties & Disclaimers

13.1 NLS Warranties

NLS warrants that:

• It will perform Services in a professional and workmanlike manner consistent with industry standards.
• It has the authority to enter into these Terms and provide the Services.
• Services will materially conform to the specifications in applicable service agreements.

13.2 Warranty Remedy

If NLS breaches the foregoing warranties, Customer's exclusive remedy shall be, at NLS's option: (a) re-performance of the non-conforming Services, or (b) a refund of fees paid for the non-conforming Services. Customer must report warranty claims within 30 days of discovering the non-conformance.

14. Limitation of Liability

14.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

EXCEPT FOR: (A) CUSTOMER'S PAYMENT OBLIGATIONS, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (C) CUSTOMER'S VIOLATION OF SECTION 6 (ACCEPTABLE USE), OR (D) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NLS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIVE HUNDRED DOLLARS ($500).

14.3 Basis of the Bargain

The limitations of liability in this Section 14 reflect the allocation of risk between the parties and are a fundamental element of the basis of the bargain between the parties. The Services would not be provided without these limitations.

14.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations and exclusions in this Section 14 shall apply to the fullest extent permitted by applicable law.

15. Indemnification

15.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless NLS and its officers, directors, employees, agents, and affiliates from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Customer's use of the Services in violation of these Terms.
• Customer's violation of the Acceptable Use Policy.
• Customer Data or any claim that Customer Data infringes or misappropriates any third-party rights.
• Customer's breach of any representations, warranties, or obligations under these Terms.
• Any acts or omissions of Customer's employees, contractors, or agents.

15.2 NLS Indemnification

NLS shall defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that NLS's proprietary Deliverables (excluding Third-Party Products, Customer Data, and materials provided by Customer) infringe a valid United States patent, copyright, or trademark, provided that Customer:

• Promptly notifies NLS in writing of the claim.
• Grants NLS sole control of the defense and settlement.
• Provides reasonable cooperation and assistance.

If such a claim is made or is likely, NLS may, at its option: (a) obtain the right for Customer to continue using the Deliverable, (b) modify the Deliverable to be non-infringing, or (c) replace the Deliverable with a non-infringing alternative. If none of the foregoing is commercially reasonable, NLS may terminate the affected Services and refund fees paid for the infringing Deliverable.

15.3 Indemnification Procedures

The indemnified party shall provide prompt written notice of any claim (failure to provide prompt notice shall not relieve the indemnifying party except to the extent prejudiced). The indemnifying party shall have sole control of the defense and settlement, provided that any settlement that imposes obligations on the indemnified party requires prior written consent.

16. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, fires, or severe weather.
• Epidemics, pandemics, or public health emergencies.
• War, terrorism, civil unrest, or government actions.
• Power outages, telecommunications failures, or Internet disruptions not caused by the affected party.
• Cyberattacks, including DDoS attacks, ransomware, or other malicious activities affecting infrastructure.
• Third-party vendor or carrier failures.
• Labor disputes or shortages.

The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate affected Services without liability.

17. Governing Law & Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wisconsin and applicable federal law of the United States, without regard to conflict of law principles that would require application of the laws of another jurisdiction.

17.2 Venue & Jurisdiction

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Dane County, Wisconsin for any disputes arising out of or relating to these Terms. Each party waives any objection to such venue based on inconvenient forum.

17.3 Waiver of Jury Trial

EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

17.4 Equitable Relief

Nothing in these Terms shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

17.5 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. The complaining party shall provide written notice describing the dispute, and the parties shall have 30 days to resolve the matter before proceeding with litigation.

18. Compliance & Export Controls

18.1 General Compliance

Each party shall comply with all applicable laws and regulations in performing its obligations under these Terms.

18.2 Export Controls & Sanctions

Customer represents and warrants that:

• Customer is not located in, a national or resident of, or organized under the laws of any country subject to U.S. economic sanctions or embargoes.
• Customer is not designated on any U.S. government list of prohibited or restricted parties (including OFAC's SDN List).
• Customer will not use the Services in violation of U.S. export control laws or sanctions.

18.3 Anti-Corruption

Neither party shall take any action that would cause the other party to violate the U.S. Foreign Corrupt Practices Act or similar anti-corruption laws.

19. Changes to Terms

NLS reserves the right to modify these Terms at any time. Changes will be effective upon posting to the Website with an updated "Last Updated" date.

For material changes, NLS will make reasonable efforts to provide notice (e.g., email to account contacts, Website banner). Customer's continued use of the Website or Services after changes become effective constitutes acceptance of the revised Terms.

If Customer does not agree to revised Terms, Customer must discontinue use of the Website and Services. For Services under an active service agreement, the Terms in effect at the time of execution shall govern unless both parties agree to updated terms.

20. Miscellaneous

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable service agreements or SOWs, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings.

20.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

20.3 Waiver

No failure or delay by either party in exercising any right or remedy shall constitute a waiver thereof. Any waiver must be in writing and signed by the waiving party.

20.4 Assignment

Customer may not assign or transfer these Terms or any rights hereunder without NLS's prior written consent. NLS may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section shall be void.

20.5 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

20.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights.

20.7 Notices

Notices under these Terms shall be in writing and delivered:

• To NLS: By email to legal@nolimitsystems.com or by mail to the address below.
• To Customer: To the email or mailing address on file in Customer's account or service agreement.

Notices are deemed given: (a) when delivered personally, (b) upon confirmed receipt if by email, (c) one business day after deposit with a recognized overnight courier, or (d) three business days after deposit in the U.S. mail (first class, postage prepaid).

20.8 Construction

These Terms shall be construed without regard to any presumption or rule requiring construction against the drafting party. Headings are for convenience only and do not affect interpretation.

20.9 Electronic Signatures

The parties agree that electronic signatures and records shall have the same legal effect as handwritten signatures and paper records to the fullest extent permitted by applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).

21. Contact Information

For questions about these Terms or to request compliance agreements, please contact: