Terms and Conditions

Technical Upgrade, LLC
8010 Arco Corporate Dr, Ste 175, Raleigh, NC 27617-2018
Effective Date: May 5, 2025

Welcome to Technical Upgrade, LLC ("we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website (https://TechnicalUpgrade.com), our IT consulting services, and any related agreements, including but not limited to the Master Service Agreement (MSA), Statement of Work (SOW), Service Level Agreement (SLA), and Non-Disclosure Agreement (NDA). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.

1. Scope of Services

We provide IT consulting services, including remote monitoring, help desk support, patch management, cybersecurity, and hardware/software management, as detailed in the applicable SOW. Services are subject to the terms of the MSA, which outlines service delivery, client responsibilities, and payment terms. Specific service levels, such as response times for help desk tickets (e.g., Urgent: within 1 hour, Low: within 48 hours), are defined in the SLA.

2. Use of Website

You may use our website for lawful purposes only. You agree not to:

• Use the website in any way that violates applicable laws or regulations.
• Attempt to gain unauthorized access to our systems or networks.
• Engage in activities that disrupt or impair the website’s functionality, such as introducing viruses or malware.
• Reproduce, modify, or distribute any content from the website without our prior written consent, as per the MSA.

3. Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information necessary for service delivery, as specified in the MSA and SOW.
• Notify us of personnel onboarding/offboarding at least 48 hours in advance (two weeks recommended), per the SOW.
• Maintain backup copies of all data, as we are not responsible for data loss except in cases of gross negligence or willful misconduct, per the MSA.
• Obtain our approval before purchasing or installing new software to avoid redundancies, as outlined in the SOW.
• Comply with all applicable laws, including data protection regulations, as noted in the NDA and Privacy Statement.

4. Payment Terms

Services are billed on a fixed fee basis, invoiced monthly, with payment due within 15 days of invoice receipt, as per the SOW and MSA. Late payments incur a 1.5% per month charge on unpaid amounts. Overage hours are billed at the rate specified in the SOW. Early termination of a contract requires payment of 50% of the remaining term’s fees as liquidated damages, per the MSA.

5. Intellectual Property

All proprietary software, materials, and services provided by us remain our property or that of our licensors, as outlined in the MSA. Deliverables created specifically for you under an SOW are considered “works made for hire” and owned by you upon full payment. You grant us a limited, non-exclusive license to use your pre-existing materials solely for providing services, per the MSA. You may not reverse engineer, modify, or commercially exploit our services or software.

6. Confidentiality

Both parties agree to protect confidential information, as defined in the NDA, including business plans, technical data, and client data, for the duration of our collaboration and 10 years thereafter (or indefinitely for trade secrets). Confidential information will not be disclosed without prior written consent, except as required by law, per the NDA. Upon termination, you must return or destroy all confidential materials, as specified in the MSA and NDA.

7. Termination

Either party may terminate an agreement with 90 days’ written notice or for material breach if not cured within 30 days, per the MSA. Early termination by you incurs a 50% fee of the remaining term, as liquidated damages. Upon termination, you must cease using our services and return or destroy all confidential materials, as outlined in the MSA and NDA.

8. Limitation of Liability

To the maximum extent permitted by law, our services are provided “as is” without warranties of merchantability, fitness for a particular purpose, or non-infringement, per the MSA. We are not liable for indirect, consequential, or incidental damages, including loss of profits or data, except in cases of gross negligence or willful misconduct. Our aggregate liability is limited to the fees paid by you in the three months preceding the event giving rise to liability, as specified in the MSA.

9. Indemnification

Each party agrees to indemnify the other against damages arising from breaches of these Terms or related agreements (MSA, NDA, SOW), including third-party claims due to misrepresentations or failure to comply with obligations, per the MSA and NDA. Indemnification includes reasonable attorney fees and costs.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of North Carolina, without regard to conflict of law principles, as per the MSA. Any disputes will be resolved exclusively in the state courts of Wake County, North Carolina. You agree to submit to the jurisdiction of these courts.

11. Modifications to Terms

We may update these Terms from time to time. Material changes will be posted on our website with a revised effective date. Your continued use of our website or services after such changes constitutes acceptance of the updated Terms.

12. Compliance with Laws

Both parties will comply with all applicable laws, including data protection (GDPR, CCPA), export laws, and privacy regulations, as outlined in the MSA, NDA, and Privacy Statement. You are responsible for ensuring your use of our services complies with these laws.

13. Force Majeure

We are not liable for delays or failures in performance due to events beyond our control, such as natural disasters, wars, or third-party failures, as specified in the MSA. Such events excuse performance until resolved.

14. Entire Agreement

These Terms, together with the MSA, SOW, SLA, NDA, and Privacy Statement, constitute the entire agreement between you and us, superseding all prior agreements. In case of conflict, the SOW prevails for specific service terms, per the MSA. Any amendments must be in writing and signed by both parties.

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