Terms of Service

Last Updated: 3-19-2026

1. AGREEMENT OVERVIEW

This Master Terms of Service & Managed IT Services Agreement (“Agreement”) is entered into by and between Kelley Information Technology (“KIT,” “Company,” “we,” “our,” or “us”) and the Client or entity engaging services (“Client,” “you,” or “your”).

By accessing, requesting, or utilizing any services provided by KIT, Client acknowledges that they have read, understood, and agree to be legally bound by the terms and conditions set forth herein.

This Agreement governs all services provided by KIT unless superseded by a separately executed written agreement.

2. DEFINITIONS

“Services”: All managed IT services, consulting, cybersecurity, compliance-related services, and project-based work

“Client Systems”: All infrastructure, networks, devices, applications, and environments owned or operated by Client

“Regulated Data”: Any data subject to legal or regulatory protection (including PHI, PCI data, financial records, or privileged legal data)

“Third-Party Services”: Any external vendor, provider, or system not owned or controlled by KIT

“Downtime”: Any period where systems are unavailable or degraded

3. SCOPE OF SERVICES

KIT agrees to provide Services as defined in written proposals, statements of work (SOW), service agreements, or documented communications.

No oral statements shall modify this Agreement.

KIT reserves the right to refuse or limit Services where conditions present security, legal, or operational risk.

4. COMPLIANCE & REGULATORY SERVICES

KIT provides Services aligned with recognized compliance frameworks, including but not limited to:

HIPAA / HITECH

PCI-DSS

GLBA

NIST Cybersecurity Framework

CIS Critical Security Controls

SOC 2-aligned practices

4.1 Nature of Compliance Services

KIT provides technical implementation, monitoring, and guidance, including:

Security control deployment

System hardening

Logging and monitoring

Control alignment with frameworks

4.2 No Absolute Compliance Guarantee

Client acknowledges:

Compliance is a shared responsibility

KIT does not guarantee full regulatory compliance at all times

Compliance depends on administrative, operational, and human factors outside KIT control

4.3 Client Compliance Responsibilities

Client is solely responsible for:

Policies, procedures, and governance

Employee training and enforcement

Legal and regulatory interpretation

Data classification and lawful handling

Failure to meet these obligations voids any implied compliance posture.

5. REGULATED DATA & INDUSTRY-SPECIFIC RISK

Client acknowledges that regulated industries (including healthcare, legal, and financial sectors) introduce elevated risk.

KIT shall not be liable for:

HIPAA violations or PHI exposure

Loss of attorney-client privileged data

Financial or payment data breaches

Regulatory penalties, audits, or sanctions

Client retains full responsibility for:

Data handling practices

Encryption requirements

Access control policies

Retention and destruction compliance

6. BUSINESS ASSOCIATE & DATA PROCESSING

Unless explicitly defined in a separate signed agreement:

KIT is not acting as a Business Associate

KIT is not a Data Controller or Processor

Any such designation requires a formal agreement (e.g., BAA or DPA).

7. SERVICE DELIVERY & AVAILABILITY

Services are provided during standard business hours unless otherwise agreed.

Client acknowledges:

Response times are best-effort targets

Delays may occur due to complexity or external dependencies

Emergency services are not guaranteed

8. SERVICE LEVELS & UPTIME DISCLAIMER

Unless defined in a separate SLA:

No uptime guarantees are provided

Response and resolution times are not guaranteed

KIT is not responsible for downtime caused by:

ISPs or cloud providers

Hardware failure

Third-party services

Force majeure events

9. FEES, BILLING & PAYMENT ENFORCEMENT

All invoices are due on the stated Due Date.

9.1 Late Payment Policy

7-day grace period

$100 late fee on day 8

$100 recurring monthly late fee

9.2 Service Continuation

Services may continue up to 90 days at KIT discretion.

9.3 Suspension & Penalties

After 90 days:

Services may be suspended

5% monthly penalty applied

9.4 Default & Collections

After 180 days:

Account closed

Sent to collections

Client responsible for all recovery costs

10. DATA BACKUP & DISASTER RECOVERY

Client acknowledges:

Backup success is not guaranteed

Restoration depends on multiple variables

Even where KIT provides backup services:

Services are best-effort only

Client must validate backups

KIT is not liable for:

Data loss

Failed recovery

Ransomware damage

11. CYBERSECURITY & RISK ACKNOWLEDGMENT

Client acknowledges:

No system is fully secure

Cybersecurity is a shared responsibility

KIT is not liable for:

Cyberattacks

Phishing or user error

Credential compromise

Insider threats

12. CYBER LIABILITY & INSURANCE

KIT is not an insurer or guarantor.

Client agrees to:

Maintain cyber liability insurance

Accept responsibility for breach-related costs

KIT is not liable for:

Regulatory fines

Notification costs

Legal damages

13. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

KIT shall not be liable for:

Indirect or consequential damages

Loss of revenue or business interruption

Total liability is limited to fees paid.

14. INDEMNIFICATION

Client agrees to defend and indemnify KIT from claims arising from:

Regulatory violations

Data breaches

Client negligence

Failure to implement safeguards

15. ACCEPTABLE USE POLICY

Client shall not:

Engage in unlawful activity

Attempt unauthorized access

Distribute malware

Disrupt systems

KIT may suspend services immediately for violations.

16. CONFIDENTIALITY

KIT will protect Client data using reasonable safeguards but does not guarantee absolute security.

17. FORCE MAJEURE

KIT is not liable for events beyond control, including cyber incidents and infrastructure failures.

18. TERMINATION

Either party may terminate at any time.

All balances become immediately due.

19. INTELLECTUAL PROPERTY

All materials developed by KIT remain its property unless otherwise agreed.

20. GOVERNING LAW

State of Florida

Venue: Orange County

21. MODIFICATIONS

KIT may update these Terms at any time.

Continued use constitutes acceptance.

22. ENTIRE AGREEMENT

This Agreement supersedes all prior agreements.

23. CONTACT INFORMATION

Kelley Information Technology

📧 [email protected]

📞 (407) 792-0389

🌐 kelleytechsupport.com