Terms of Service

Norfolk Network Design ("Company," "we," "us," or "our") provides professional network design, implementation, and IT support services to businesses throughout Norfolk, Virginia and surrounding areas. Our services include but are not limited to:

• Network architecture design and planning
• Network infrastructure implementation and installation
• Security infrastructure deployment and configuration
• Managed IT support and monitoring services
• Network maintenance and optimization
• Incident response and emergency support
• Consulting and strategic planning
• Training and documentation services

Services are provided on a project basis, hourly basis, or through managed service agreements as mutually agreed upon in writing between the Company and the Client.

As a client of Norfolk Network Design, you agree to:

• Provide accurate and complete information about your network environment and business requirements
• Grant necessary access to systems, facilities, and personnel required to perform services
• Maintain appropriate backups of all critical data prior to any network modifications
• Notify the Company of any security incidents or unusual network activity immediately
• Follow all security recommendations and best practices provided by the Company
• Maintain valid contact information and ensure availability during scheduled service windows
• Comply with all applicable laws and regulations in your use of network services
• Not use our services for any illegal, unauthorized, or harmful purposes
• Maintain adequate insurance coverage for your business operations

Specific SLAs, including response times, resolution times, and uptime guarantees, will be defined in the individual service agreement or statement of work executed between the Company and the Client. SLAs may vary based on the type of service, support tier, and specific terms negotiated.

Response times are measured from the time a support request is received during business hours (Monday-Friday, 9:00 AM - 6:00 PM EST, Saturday 10:00 AM - 4:00 PM EST). Emergency support outside business hours may be available for an additional fee.

The Company makes reasonable efforts to maintain service availability but does not guarantee uninterrupted service. Scheduled maintenance windows will be communicated in advance when possible.

Payment for services shall be made according to the terms specified in the applicable invoice or service agreement. Standard payment terms are Net 30 days from invoice date unless otherwise agreed in writing.

Invoices will be submitted upon completion of services or on a monthly basis for ongoing managed services. Clients are responsible for all applicable taxes, including sales tax, unless a valid tax exemption certificate has been provided.

Late payments may result in:

• A late fee of 1.5% per month (18% annually) on outstanding balances
• Suspension of services until payment is received
• Referral to a collection agency
• Recovery of legal fees and court costs associated with collection

Estimates provided by the Company are valid for 30 days unless otherwise stated. Actual costs may vary based on scope changes, discovery of additional issues, or unforeseen circumstances.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER NORFOLK NETWORK DESIGN NOR ITS OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunity
• Business interruption or loss of use
• Damage to reputation or goodwill
• Any damages arising from unauthorized access to systems or data breaches

The Company's total liability for any claim arising out of or related to this agreement shall not exceed the total amount paid by the Client to the Company in the 12 months preceding the claim, or $10,000, whichever is less.

These limitations apply regardless of the form of action, whether based on contract, tort, strict liability, or any other legal theory, and even if the Company has been advised of the possibility of such damages.

The Company retains all intellectual property rights, including copyrights, trademarks, and trade secrets, in:

• All methodologies, processes, and tools developed by the Company
• Documentation, reports, and analysis provided by the Company
• Network design templates and configuration standards
• Any software, scripts, or utilities created or modified by the Company

The Client receives a non-exclusive, non-transferable license to use deliverables and documentation solely for the Client's internal business purposes. The Client may not reproduce, distribute, or create derivative works without written permission from the Company.

The Client retains ownership of its own data and proprietary information. The Company agrees to maintain the confidentiality of all Client information in accordance with the Privacy Policy and applicable law.

Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement, including network configurations, security measures, business information, and technical details. This obligation survives termination of the engagement for a period of three (3) years.

Confidential information does not include information that:

• Is publicly available or becomes publicly available through no breach of this agreement
• Was rightfully possessed prior to disclosure
• Is independently developed without use of the confidential information
• Is rightfully received from a third party without confidentiality obligations

The Company may disclose confidential information if required by law, regulation, or court order, provided that the Company provides prompt notice to the Client to allow the Client to seek protective measures.

Either party may terminate a project-based engagement upon completion of the project. For ongoing managed services agreements, termination provisions are as follows:

Termination for Convenience: Either party may terminate a managed services agreement with thirty (30) days written notice. Upon termination, the Client remains responsible for all services rendered through the termination date.

Termination for Cause: The Company may immediately suspend or terminate services if:

• The Client fails to pay invoices within 15 days of the due date
• The Client materially breaches this agreement and fails to cure within 10 days of written notice
• The Client uses services for illegal purposes
• The Client interferes with the Company's ability to provide services

Upon termination, the Company will provide reasonable transition assistance to transfer knowledge and documentation. The Client remains responsible for all accrued fees and expenses.

The Company implements industry-standard security measures to protect Client data and network systems. However, no security system is completely impenetrable. The Company does not guarantee absolute protection against unauthorized access, data breaches, or cyber attacks.

The Client is responsible for:

• Maintaining regular backups of all critical data
• Implementing strong access controls and authentication measures
• Monitoring for suspicious activity and reporting incidents promptly
• Complying with all applicable data protection regulations
• Maintaining appropriate insurance coverage for cyber liability

In the event of a security incident, the Company will cooperate with the Client and provide reasonable assistance in investigation and remediation. However, the Company's liability is limited as specified in Section 5.

SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The Company does not warrant that:

• Services will be uninterrupted, error-free, or free from viruses or malicious code
• Any defects will be corrected
• Services will meet the Client's specific requirements
• Third-party products or services will function properly with the Company's services

The Company is not responsible for any issues arising from third-party software, hardware, or services, including cloud providers, ISPs, or software vendors.

The Client agrees to indemnify, defend, and hold harmless the Company and its officers, employees, and agents from any claims, damages, losses, or expenses (including attorney fees) arising from:

• The Client's use of services in violation of this agreement or applicable law
• The Client's data or content provided to the Company
• The Client's failure to implement security recommendations
• Unauthorized access to the Client's systems by third parties
• The Client's violation of third-party intellectual property rights

The Company reserves the right to modify these terms at any time. Changes will be effective immediately upon posting to the website. The Client's continued use of services following any modifications constitutes acceptance of the modified terms. For ongoing service agreements, significant changes will be communicated via email with at least 30 days notice.

If the Client does not agree with any modifications, the Client may terminate the services in accordance with Section 8.

These terms and conditions are governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

Any legal action or proceeding related to this agreement shall be brought exclusively in the state or federal courts located in Norfolk, Virginia. Both parties consent to the exclusive jurisdiction and venue of these courts and waive any objections to venue or claims of inconvenient forum.

Before initiating legal proceedings, the parties agree to attempt resolution through good-faith negotiation. If negotiation fails, the parties may pursue mediation or arbitration as mutually agreed.

Any arbitration shall be conducted under the rules of the American Arbitration Association (AAA) and shall be binding on both parties. The arbitration shall be conducted in Norfolk, Virginia.

These terms and conditions, together with any applicable service agreements, statements of work, and the Privacy Policy, constitute the entire agreement between the Company and the Client regarding the subject matter and supersede all prior negotiations, understandings, and agreements.

If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

For questions about these terms of service or to report concerns, please contact us at: