Terms of Service

1. Service Agreement Overview

These Terms of Service ("Agreement") constitute a legal agreement between you ("Client" or "You") and Hampton Roads Network Design, a professional network design and consulting firm operating in Virginia Beach, Virginia ("Company," "We," or "Us"). This Agreement governs your use of our network design, installation, support, and consulting services.

1.1 Service Scope
Our services include but are not limited to: network assessment and design, hardware procurement and installation, configuration and optimization, security hardening, ongoing monitoring and support, and consulting on network architecture and best practices. The specific scope of services for your engagement will be detailed in a separate Statement of Work (SOW) or service proposal.

1.2 Engagement Types
Engagements may be project-based (design and deployment), time-and-materials based (hourly consulting), or recurring support (monthly managed services). The engagement type and associated fees will be clearly defined in your service proposal or contract.

1.3 Acceptance of Terms
By signing a service proposal, accepting our engagement, or allowing us to begin work on your behalf, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

2. User Responsibilities

As a client, you agree to the following responsibilities to ensure the success and security of our engagement:

2.1 Access and Cooperation
You will provide our engineers with reasonable access to your facilities, network infrastructure, systems, and documentation necessary to perform the contracted services. This includes providing administrative credentials, network diagrams, and information about your current environment and business requirements.

2.2 Data Accuracy
You are responsible for providing accurate information about your network environment, security requirements, compliance obligations, and business objectives. Inaccurate or incomplete information may result in design recommendations that do not meet your actual needs.

2.3 Change Management
You agree to follow our recommended change management procedures and to notify us of any significant changes to your network environment, security policies, or business requirements that may affect our recommendations or support services.

2.4 Backup and Recovery
You are responsible for maintaining current backups of all critical data and configurations. Prior to any network changes, upgrades, or deployments, you agree to perform full backups of your systems and data.

2.5 Compliance
You are responsible for ensuring that your use of our services complies with all applicable federal, state, and local laws and regulations, as well as your organization's internal policies and procedures.

3. Limitations of Liability

To the maximum extent permitted by applicable law, the Company's liability for any claims, damages, or losses arising from or related to this Agreement or our services shall be limited as follows:

3.1 Liability Cap
The Company's total liability under this Agreement shall not exceed the total fees paid or payable by you in the twelve (12) months immediately preceding the claim, or $10,000, whichever is greater.

3.2 Excluded Damages
In no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, lost revenue, lost data, business interruption, or cost of substitute goods or services, even if the Company has been advised of the possibility of such damages.

3.3 Third-Party Hardware and Software
The Company is not liable for defects, failures, or performance issues with third-party hardware, software, or services, including but not limited to equipment manufactured by other vendors or cloud services provided by other companies. Your remedy for such issues lies with the respective vendor or service provider.

3.4 Network Outages and Downtime
While the Company will use commercially reasonable efforts to minimize network downtime during deployments and maintenance, the Company is not liable for any downtime, data loss, or business interruption that may occur during network changes, upgrades, or support activities, provided the Company has followed the agreed-upon procedures and timelines.

4. Intellectual Property Rights

The ownership and use of intellectual property created or used in connection with our services are governed as follows:

4.1 Company Materials
All pre-existing materials, tools, methodologies, templates, and documentation created or developed by the Company prior to or independent of this engagement remain the sole and exclusive property of the Company. You are granted a limited, non-exclusive license to use such materials solely for the purpose of implementing and maintaining the network services provided.

4.2 Custom Deliverables
Custom network designs, configuration documentation, and project-specific deliverables created specifically for your engagement shall be owned by you upon full payment of all fees. However, the Company retains the right to use general methodologies, architecture patterns, and lessons learned in future engagements with other clients, provided no confidential information is disclosed.

4.3 Third-Party Software
Any third-party software, hardware, or services incorporated into your network remain subject to the respective vendor's terms of use and licensing agreements. You are responsible for obtaining appropriate licenses and maintaining compliance with vendor terms.

5. Payment Terms

Your payment obligations are governed by the following terms:

5.1 Fees and Invoicing
All fees for services shall be as specified in your service proposal or Statement of Work. Invoices are typically issued upon project completion (for project-based work) or monthly (for recurring services). Unless otherwise specified, invoices are due within thirty (30) days of receipt.

5.2 Expenses
In addition to service fees, you agree to reimburse the Company for all reasonable out-of-pocket expenses, including travel, hardware, software licenses, and third-party services, unless otherwise specified in your service proposal.

5.3 Late Payments
Invoices not paid by the due date will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance. The Company may suspend services if payment is more than fifteen (15) days overdue.

5.4 Deposits and Retainers
For certain engagements, the Company may require a deposit or retainer before commencing work. Deposits are non-refundable unless the Company fails to perform services as described in the service proposal.

5.5 Currency
All fees are quoted and payable in United States Dollars (USD).

6. Termination Policies

The terms governing termination of services and the engagement are as follows:

6.1 Project-Based Services
Project-based engagements may be terminated by either party with thirty (30) days' written notice. Upon termination, you remain responsible for all fees for services performed and expenses incurred up to the termination date. The Company will provide all completed deliverables and documentation within seven (7) business days of termination.

6.2 Recurring Support Services
Recurring support agreements may be terminated by either party with thirty (30) days' written notice. No refunds will be issued for support fees already paid. Upon termination, the Company will cease monitoring and support activities at the end of the notice period.

6.3 Termination for Cause
The Company may immediately terminate services without notice if: (a) you fail to pay invoices within thirty (30) days of due date; (b) you breach any material term of this Agreement and fail to cure within ten (10) days of written notice; or (c) you engage in illegal activity or violate any third-party intellectual property rights.

6.4 Survival
The following sections shall survive any termination of this Agreement: Limitations of Liability, Intellectual Property Rights, Confidentiality, and Dispute Resolution.

7. Dispute Resolution

Any disputes arising from or related to this Agreement shall be resolved through the following process:

7.1 Informal Resolution
Before pursuing formal legal action, both parties agree to attempt to resolve disputes through good-faith negotiation between the Company's principal and your authorized representative. Such negotiations should occur within fourteen (14) days of written notice of the dispute.

7.2 Mediation
If informal negotiation does not resolve the dispute within thirty (30) days, either party may request non-binding mediation. Both parties agree to participate in mediation in good faith, with costs split equally.

7.3 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of law principles. Both parties agree that any legal action or proceeding arising from this Agreement shall be brought exclusively in the state or federal courts located in Virginia Beach, Virginia, and both parties consent to the jurisdiction and venue of such courts.

7.4 Attorneys' Fees
In any legal action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs from the non-prevailing party.

8. Confidentiality and Data Protection

The Company respects your confidentiality and protects your data as follows:

8.1 Confidential Information
Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement, including network configurations, security policies, business processes, and pricing information. Confidentiality obligations do not apply to information that is publicly available or independently developed.

8.2 Data Security
The Company implements industry-standard security measures to protect your data and network information. However, the Company does not guarantee absolute security and is not liable for unauthorized access, data breaches, or cyber attacks beyond the Company's reasonable control.

8.3 Data Retention
Upon termination of services, the Company will retain configuration backups and documentation for up to ninety (90) days. After this period, all client-specific data will be securely deleted unless you request extended retention.

9. Service Level Agreements (SLAs)

For recurring support engagements, the following SLAs apply unless modified in your service proposal:

9.1 Response Times
Critical Issues (network down): Response within 2 business hours during business hours (9 AM - 6 PM, Monday-Friday). High Priority Issues: Response within 4 business hours. Standard Issues: Response within 1 business day.

9.2 Uptime Target
The Company targets 99.5% availability for managed network services. This excludes scheduled maintenance windows, which will be communicated at least seven (7) days in advance.

9.3 SLA Exceptions
SLAs do not apply to issues caused by: (a) third-party services or infrastructure failures; (b) natural disasters or acts of God; (c) client-initiated changes or misconfigurations; or (d) failure to follow Company recommendations.

10. Contact Information

For questions about these Terms of Service, to report a dispute, or to provide notice under this Agreement, please contact us at:

Hampton Roads Network Design
Virginia Beach, VA 23467
Phone: (804) 804-9883
Email: info@hamptonroadsnetworkdesign.com

Any notice required under this Agreement should be sent via email or certified mail to the above address. Notices are effective upon receipt.

11. Miscellaneous Provisions

11.1 Entire Agreement
This Agreement, together with any service proposal or Statement of Work, constitutes the entire agreement between you and the Company regarding the services and supersedes all prior negotiations, representations, and agreements.

11.2 Amendments
No amendment or modification of this Agreement is valid unless in writing and signed by an authorized representative of the Company.

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

11.4 Waiver
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

11.5 Assignment
You may not assign or transfer this Agreement or any rights or obligations under it without the Company's prior written consent. The Company may assign this Agreement to a successor entity without your consent.