Agreement to Terms

These Terms and Conditions of Service ("Agreement," "Terms," or "TOC") constitute a legally binding agreement between you, whether an individual or entity ("Client," "you," or "your"), and IT Covenant Consulting LLC, a limited liability company organized under the laws of California ("ITCC," "Company," "we," "us," or "our"), with its principal place of business at Riverside, CA 92506. By accessing our website, submitting an inquiry form, requesting a consultation, or engaging ITCC to provide services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our website or services. These Terms apply to all interactions with ITCC, including but not limited to website visits, consultations, service engagements, and ongoing support relationships.

Services Description

ITCC provides the following categories of professional IT and development services:

  • IT Consulting Services: Comprehensive IT consulting including Microsoft 365 deployments and management (Teams, SharePoint, OneDrive, Exchange Online, Entra ID), Hypervisor Solutions (VMware, Proxmox, Hyper-V), Cloud Infrastructure planning and implementation (Azure, AWS), Active Directory and Identity management (on-premises to Azure AD/Entra ID migration), and Storage and Disaster Recovery solution design and deployment.
  • Security Assessment Services: Comprehensive security evaluations including NIST Cybersecurity Framework-aligned assessments, HIPAA compliance readiness assessments, PCI-DSS compliance readiness evaluations, and evaluations of network security, endpoint security, email security, identity and access management, data protection, physical security, and incident response capabilities.
  • Custom Application Development: End-to-end development of Progressive Web Applications (PWAs), web applications, and mobile applications, including subscription-based ongoing support and maintenance plans, and project kickoff engagement services.
  • Website Development Services: Custom website design and development, managed hosting with SSL certificates, subscription-based ongoing support and maintenance plans, and domain registration services in the Client's name.

All services are provided on an "as is" basis according to the specifications outlined in the applicable Statement of Work (SOW). ITCC makes no warranties regarding specific results, outcomes, or performance metrics beyond those explicitly detailed in a signed SOW or service agreement.

Engagement & Scope of Work

Except for consulting inquiries and initial consultations, all service engagements require a written Statement of Work (SOW) or service agreement signed by both parties. The SOW will detail the scope of work, deliverables, timeline, and pricing. Our standard hourly consulting rate is a minimum of $175.00 per hour, unless otherwise specified in a written SOW. All estimates provided are non-binding and provided for planning purposes only. Final pricing may vary based on actual project requirements, complexity, and scope changes requested by the Client during the engagement. Any changes to scope must be documented in a written change order and may result in adjustments to timeline and fees.

Subscription Plans

For ongoing support, maintenance, and hosting services, ITCC may offer subscription plans with recurring monthly billing. Subscription plans renew automatically each month unless cancelled. Clients may cancel subscription plans at any time by providing at least 30 days' written notice to ITCC prior to the next renewal date. Cancellations must be submitted in writing via email to the contact information provided below. No refunds will be issued for the current billing period; cancellation takes effect at the end of the current subscription month. Clients are responsible for maintaining a valid payment method on file.

Payment Terms

Unless otherwise specified in a written service agreement:

  • Invoice Terms: All invoices are due and payable net 30 days from the invoice date. Invoices must be paid in full in United States dollars (USD).
  • Late Payment Fees: Payments not received within 30 days of the invoice date are subject to late fees accruing at the rate of 1.5% per month (18% annually) on the outstanding balance. Late fees continue to accrue until the account is brought current.
  • Service Suspension: ITCC reserves the right to suspend all services, including ongoing support and hosted services, for any account that is 30 days or more past due. Services will remain suspended until the account is brought current, including all late fees and accrued charges.
  • Collection Costs: Clients are responsible for all reasonable costs associated with collection of past-due amounts, including attorney fees and collection agency fees.

Client Responsibilities

To ensure successful service delivery, Clients agree to:

  • Provide accurate, complete, and timely information about their IT environment, business requirements, and any constraints or restrictions that may affect the work.
  • Cooperate fully with ITCC during all phases of assessments, implementations, and support, including providing necessary access to systems, networks, and facilities.
  • Maintain complete and current backups of all critical data before ITCC begins any work. ITCC is not responsible for data loss resulting from inadequate backups.
  • Provide timely feedback, approvals, and decisions necessary to maintain project momentum and meet agreed timelines.
  • Promptly implement ITCC's recommendations and security findings in accordance with the timelines specified in any security assessment or advisory.

Intellectual Property

Intellectual property rights are allocated as follows:

  • Website Content: All text, graphics, logos, images, videos, and other content appearing on ITCC's website are the property of ITCC or licensed to ITCC by third parties and are protected by United States and international copyright laws.
  • Work Product Ownership: Custom work product, including custom applications, websites, code, configurations, scripts, and documentation created specifically for the Client pursuant to a signed SOW or service agreement, becomes the exclusive property of the Client upon receipt of full payment. Until full payment is received, ITCC retains all rights to the work product.
  • Portfolio Right: ITCC retains the right to display work product completed for the Client in ITCC's portfolio, case studies, and marketing materials for business development purposes, unless the Client explicitly requests in writing that the work be kept confidential and such restriction is documented in the SOW.
  • Third-Party Libraries and Tools: Components and third-party libraries incorporated into custom work remain subject to their original licenses. ITCC will provide a complete list of third-party dependencies and applicable licenses.

Confidentiality

Both ITCC and the Client agree to maintain the confidentiality of proprietary, sensitive, and confidential information shared during consultations, assessments, and service engagements. This obligation includes business information, financial information, technical details, system configurations, user data, and any other information designated as confidential by the disclosing party. This mutual confidentiality obligation applies during the engagement and for a period of three (3) years following the termination or completion of the service engagement. Confidentiality obligations do not apply to information that is already public, independently developed, or lawfully obtained from third parties without a confidentiality obligation. Either party may disclose confidential information as required by law, legal process, or governmental authority, provided the disclosing party makes reasonable efforts to notify the other party in advance.

Security Assessment Disclaimer

Security assessments conducted by ITCC represent a point-in-time evaluation of the Client's security posture based on the scope and methodology outlined in the SOW. Security assessments are not guarantees of security or absence of vulnerabilities. The findings and recommendations in a security assessment are based on industry best practices, standards (such as NIST CSF, HIPAA, and PCI-DSS where applicable), and the information available at the time of assessment. The Client is solely responsible for evaluating, prioritizing, and implementing ITCC's recommendations according to their risk tolerance and business requirements. Security threats and vulnerabilities are continually evolving, and ITCC makes no representation that a Client's systems are completely secure following implementation of recommendations. Clients should maintain ongoing security monitoring, testing, and updates as part of their overall information security program.

App & Website Development Terms

For custom application and website development services, the Client acknowledges and agrees to the following:

  • Content and Licenses: The Client is solely responsible for all content, data, text, images, videos, and other materials included in the application or website, and represents that they own or have obtained all necessary licenses and permissions for such content. The Client indemnifies ITCC against any claims arising from Client-provided content.
  • Third-Party Platform Changes: ITCC is not liable for interruptions, changes, deprecations, or discontinuation of third-party platforms, hosting providers, payment processors, or services upon which the application or website depends. The Client is responsible for monitoring changes to third-party services and funding updates necessary to maintain compatibility.
  • Hosting Continuity Post-Handoff: Following project completion and handoff to the Client, the Client assumes full responsibility for hosting infrastructure, security, backups, updates, and ongoing operations unless a separate managed hosting agreement is in place.
  • Browser and Device Compatibility: ITCC will develop applications and websites compatible with current and recent versions of major browsers. The Client is responsible for compatibility with legacy systems not addressed in the SOW.

Limitation of Liability

To the fullest extent permitted by California law, and in accordance with California Civil Code Section 1668:

  • Cap on Liability: ITCC's total cumulative liability for any and all claims, damages, and losses arising from or related to these Terms, the services provided, or the website shall not exceed the total fees paid by the Client to ITCC in the 12 months immediately preceding the claim.
  • Excluded Damages: In no event shall ITCC be liable for any indirect, incidental, special, consequential, punitive, exemplary, or lost profits damages, even if ITCC has been advised of the possibility of such damages. This exclusion applies regardless of the legal theory (contract, tort, strict liability, or otherwise) upon which the claim is based.
  • Data Loss: ITCC is not liable for any loss, corruption, or unavailability of data, including Client data, unless caused directly by ITCC's gross negligence or willful misconduct in a manner not mitigated by Client's failure to maintain adequate backups.
  • Acknowledgment of California Law: The Client acknowledges that California Civil Code Section 1668 prohibits the waiver of liability for fraud and willful injury to person or property, and this limitation of liability does not apply to such claims.

Indemnification

The Client agrees to indemnify, defend (at ITCC's election with counsel of ITCC's choice), and hold harmless ITCC, its officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) the Client's use of ITCC's services or website; (b) the Client's violation of these Terms; (c) the Client's violation of any applicable law, regulation, or third-party right; (d) Client-provided content or materials; (e) the Client's breach of any SOW or service agreement; or (f) any claim by a third party related to the Client's use of deliverables or work product.

Dispute Resolution

The parties agree to the following dispute resolution process:

  • Good Faith Negotiation: Before pursuing formal legal action, the parties agree to attempt to resolve any dispute through good faith negotiation and discussion. The parties will designate representatives to meet and discuss the dispute in an effort to reach a mutually acceptable resolution within 30 days of notice of the dispute.
  • Binding Arbitration: If good faith negotiation does not resolve the dispute within 30 days, any dispute arising from or relating to these Terms, the services, or the website shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted before a single neutral arbitrator in Riverside County, California. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
  • Exceptions: Notwithstanding the foregoing, either party may seek temporary restraining orders or preliminary injunctions in court to prevent irreparable harm, and either party may pursue collection of unpaid invoices in small claims court if the claim is within small claims jurisdiction.

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Riverside County, California, for any litigation that may arise, except as provided in the Dispute Resolution section above.

Severability & Waiver

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, shall be severed, and the remaining provisions shall continue in full force and effect. No waiver of any provision or breach of these Terms shall be effective unless in writing and signed by the waiving party. A waiver of any breach does not constitute a waiver of any subsequent breach.

Changes to Terms

ITCC may modify these Terms and Conditions at any time by posting the revised version on our website. The revised Terms will be effective upon posting. Material changes will be noted, and for ongoing clients, ITCC will attempt to provide notice of significant changes. Your continued use of ITCC's website or services following the posting of changes constitutes your acceptance of the revised Terms. If you do not agree with changes to these Terms, you must discontinue use of the services.

Entire Agreement

These Terms and Conditions, together with any separately executed Statement of Work, service agreement, privacy policy, or other written agreement between the parties, constitute the entire agreement between the Client and ITCC with respect to the subject matter and supersede all prior negotiations, representations, understandings, and agreements, whether written or oral, between the parties.

Contact Us

If you have questions about these Terms and Conditions, disputes regarding services, or other legal matters, please contact us:

Email: cgomez@itcc.llc

Address: Riverside, CA 92506

Terms & Conditions Effective Date: March 1, 2026

Company: IT Covenant Consulting LLC, a California Limited Liability Company