1. Introduction

These Terms and Conditions (“Terms”) govern the relationship between OmniUmbrella (“OmniUmbrella,” “we,” “us,” or “our”) and the client (“Client,” “you,” or “your”) for all IT management and technology services. By engaging our services, you agree to be bound by these Terms.

2. Services

OmniUmbrella provides managed IT services, technology consulting, and related support services as outlined in your Service Agreement. Our services may include, but are not limited to:

• IT infrastructure management and monitoring
• Technology consulting and implementation
• Cybersecurity services
• Hardware and software support
• Network management
• Backup and disaster recovery support
• User support and helpdesk services

The specific services provided will be detailed in your customized Service Agreement.

3. Client Responsibilities

The Client agrees to:

• Provide accurate and complete information necessary for service delivery
• Maintain appropriate access permissions for OmniUmbrella personnel
• Promptly report any service issues or security concerns
• Comply with all reasonable recommendations regarding technology security
• Maintain ownership and responsibility for all data stored on
• Client systems
  Ensure all software used is properly licensed and compliant with applicable laws
• Use services in compliance with all applicable laws and regulations

4. Payment Terms

• Fees for services are outlined in your Service Agreement
• Payment is due within 30 days of invoice date
  Pricing is based primarily on the number of devices managed
• Volume discounts may apply for clients with a large number of devices
• Project work outside the scope of regular services will be quoted separately
• OmniUmbrella reserves the right to suspend services for accounts more than 60 days past due

5. Transparency and Pricing

OmniUmbrella is committed to transparent pricing practices:

We do not markup hardware or software purchases
We charge clients our direct cost for antivirus licensing with a nominal management fee
We do not receive kickbacks from vendors or service providers
Any changes to pricing structure will be communicated with 30 days’ notice

6. Term and Termination

• The initial term of service is specified in your Service Agreement
• Either party may terminate services with 30 days written notice
• OmniUmbrella may terminate services immediately for non-payment or breach of these Terms
• Upon termination, OmniUmbrella will provide all necessary credentials and documentation to ensure Client retains full access to their systems
• OmniUmbrella will never restrict Client access to their own systems, data, or accounts upon termination

7. Confidentiality

OmniUmbrella agrees to:

• Maintain strict confidentiality of all Client data and business information
• Not access Client data beyond what is necessary for service delivery
• Implement appropriate administrative, technical, and physical safeguards
• Require all employees to adhere to confidentiality requirements
• Not disclose confidential information without explicit authorization
• Return or securely destroy confidential information upon termination

8. Limitation of Liability

OmniUmbrella’s liability is limited to:

• The amount paid by Client for services in the preceding 12 months
• Direct damages only, and excludes indirect, incidental, or consequential damages
• We are not liable for damages resulting from Client’s failure to implement recommended security measures
• Force major events outside our reasonable control

9. Dispute Resolution

Any disputes shall be resolved through:

• Initial good faith negotiation between the parties
• Mediation in Dallas-Fort Worth, Texas
  Binding arbitration in Dallas-Fort Worth, Texas, if mediation is unsuccessful
• The prevailing party may recover reasonable attorney’s fees

10. Miscellaneous

• These Terms constitute the entire agreement between the parties
• Any modifications must be in writing and signed by both parties
• These Terms shall be governed by the laws of the State of Texas
• If any provision is deemed invalid, the remaining provisions remain in effect
• Client may not assign their rights or obligations without OmniUmbrella’s written consent