Terms of Service

These Terms of Service ("Agreement") constitute a legally binding contract between you ("Client," "you," or "your") and Ventaris Technology Group ("Company," "we," "us," or "our"), governing your access to and use of all IT consulting services, cybersecurity assessments, cloud migration services, managed IT packages, and related deliverables provided by our firm. By engaging our services — whether through a signed Statement of Work, a project proposal acceptance, or any other written or electronic confirmation — you agree to be fully bound by the terms set forth in this Agreement.

Please read this Agreement carefully before engaging our services. If you do not agree to any provision of these Terms, you must not proceed with any service engagement.

1. Company Information and Services

Ventaris Technology Group operates as a technology consulting firm headquartered in Scottsdale, Arizona. We provide the following categories of professional technology services to business clients throughout the United States:

• IT Infrastructure Audit and Assessment Services
• Cloud Migration and Deployment Services
• Enterprise Cybersecurity Assessment and Implementation
• Managed IT Services and 24/7 Infrastructure Monitoring
• Technology Strategy and Advisory Consulting
• Network Architecture Design and Optimization
• Incident Response and Remediation Services

All services are delivered by qualified technology professionals in accordance with industry best practices, applicable regulatory standards, and the specific scope of work agreed upon with each client in writing prior to commencement.

2. Acceptance of Terms

This Agreement becomes effective upon the earliest of: (a) your written or electronic acceptance of a project proposal or Statement of Work; (b) your payment of any fee to Ventaris Technology Group; or (c) your use of any deliverable, system, or access credential provided by Ventaris Technology Group in connection with a service engagement.

If you are entering into this Agreement on behalf of a business entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. You also confirm that the entity is a legally established business and that all information provided to us in connection with any engagement is accurate and complete.

3. Client Responsibilities and Obligations

To enable successful delivery of services, the Client agrees to the following obligations:

3.1 Access and Cooperation

You agree to provide Ventaris Technology Group with timely, reasonable, and necessary access to your IT systems, infrastructure documentation, personnel, facilities, and third-party accounts as required to perform the agreed-upon services. Delays in access caused by the Client may result in revised timelines and additional fees.

3.2 Accurate Information

You agree to provide accurate, current, and complete information about your IT environment, including but not limited to network diagrams, existing security configurations, software licensing, hardware specifications, and relevant compliance obligations. Inaccurate or incomplete information may affect the quality of deliverables and shall not constitute grounds for a refund or claim against Ventaris Technology Group.

3.3 Data Backup

You are solely responsible for maintaining comprehensive and verified backups of all business data, configurations, and systems prior to the commencement of any service engagement. Ventaris Technology Group strongly recommends full system backups before any infrastructure modification, migration, or security configuration change. Ventaris Technology Group shall not be liable for data loss arising from the client's failure to maintain adequate backups.

3.4 Authorization

You represent that you are the authorized owner or have express written authorization from the authorized owner of all systems, networks, and data upon which services will be performed. Unauthorized engagement of cybersecurity assessment or penetration testing services on systems you do not own or have no authority over is strictly prohibited and may constitute a violation of applicable law.

4. Service Fees, Pricing, and Payment Terms

4.1 Service Pricing

All service fees are established and agreed upon in writing prior to commencement. Published starting prices represent minimum engagement fees and may be adjusted based on the complexity, scale, and duration of the engagement. Final pricing is confirmed in the applicable Statement of Work or project proposal.

4.2 Payment Schedule

Unless otherwise specified in the Statement of Work, the following payment schedule applies:

• One-time project fees: 50% due upon execution of agreement; 50% due upon delivery of final deliverables.
• Monthly managed services: invoiced in advance on the first business day of each calendar month.
• Additional project expenses: invoiced monthly in arrears with supporting documentation.

4.3 Late Payments

Invoices not paid within fifteen (15) calendar days of the invoice date are subject to a late payment fee of 1.5% per month on the outstanding balance, compounded monthly. Ventaris Technology Group reserves the right to suspend services for accounts with outstanding balances exceeding thirty (30) days, without liability for any resulting interruption of services.

4.4 Disputes

Any invoice disputes must be submitted in writing within ten (10) business days of receipt of the invoice. Undisputed portions of an invoice remain due and payable in accordance with standard payment terms.

5. Confidentiality and Non-Disclosure

Both parties acknowledge that, in the course of the engagement, each may receive access to Confidential Information belonging to the other party. "Confidential Information" includes, without limitation, technical architecture details, security configurations, business data, client lists, financial information, proprietary methodologies, and any information designated as confidential in writing.

Each party agrees to: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information only as necessary to perform obligations under this Agreement; (c) not disclose Confidential Information to any third party without prior written consent, except to employees or contractors with a need to know who are bound by confidentiality obligations no less restrictive than these Terms; and (d) promptly notify the other party of any unauthorized disclosure or suspected breach of confidentiality obligations.

These confidentiality obligations survive the termination of this Agreement for a period of five (5) years. They do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is independently developed by the receiving party without reference to the Confidential Information; or (iii) is required to be disclosed by law or court order.

6. Intellectual Property Rights

6.1 Client Data and Systems

All data, systems, configurations, and materials belonging to the Client prior to or independent of this engagement remain the exclusive property of the Client. Nothing in this Agreement transfers ownership of any Client asset to Ventaris Technology Group.

6.2 Deliverables

Subject to receipt of full payment, Ventaris Technology Group grants the Client a perpetual, non-exclusive license to use all deliverables (reports, documentation, configurations, and implementations) prepared specifically for the Client under this Agreement. Deliverables are provided for the Client's internal business use only.

6.3 Ventaris Intellectual Property

Ventaris Technology Group retains all rights to its proprietary methodologies, frameworks, tools, templates, and pre-existing intellectual property used in delivering services. Nothing in this Agreement constitutes a transfer of ownership of any Ventaris Technology Group intellectual property.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Ventaris Technology Group's total cumulative liability to the Client arising from or related to any service engagement — whether in contract, tort, strict liability, or any other theory — shall not exceed the total fees paid by the Client to Ventaris Technology Group in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall Ventaris Technology Group be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of data, loss of business opportunity, reputational harm, or business interruption, even if Ventaris Technology Group has been advised of the possibility of such damages.

This limitation of liability reflects a reasonable allocation of risk between the parties and is an essential basis of the bargain between them. It applies regardless of the cause of action or the form of the claim.

8. Warranties and Disclaimers

Ventaris Technology Group warrants that all services will be performed in a professional and workmanlike manner consistent with industry standards applicable to IT consulting and cybersecurity services. We do not warrant that our services will detect all vulnerabilities, prevent all cybersecurity incidents, or guarantee any specific security outcome.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF RESULTS.

9. Termination

9.1 Termination for Convenience

Either party may terminate an ongoing managed services engagement by providing thirty (30) days written notice to the other party. Project-based engagements may not be terminated for convenience once work has commenced unless otherwise agreed in writing.

9.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within ten (10) business days of written notice; (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection; or (c) the other party engages in fraudulent, illegal, or unethical conduct in connection with this Agreement.

9.3 Effect of Termination

Upon termination, the Client shall pay all fees for services rendered up to the effective date of termination. Ventaris Technology Group will return or destroy Client Confidential Information as directed in writing. Sections 5, 6, 7, 8, 9.3, and 10 of this Agreement shall survive termination.

10. Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the parties are unable to reach a mutually acceptable resolution within thirty (30) days, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Maricopa County, Arizona. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles. The parties expressly consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona for any matters not subject to arbitration.

12. Force Majeure

Neither party shall be held liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, pandemics, cyberattacks originating from third parties, labor disputes, or widespread infrastructure failures. The affected party shall promptly notify the other party and shall use commercially reasonable efforts to resume performance as soon as practicable.

13. Entire Agreement and Amendments

This Agreement, together with any applicable Statement of Work, project proposal, or service order, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings. No modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. Ventaris Technology Group reserves the right to update these Terms from time to time; continued engagement following notice of revisions constitutes acceptance of the updated Terms.

14. Severability and Waiver

If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. The failure of either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy in the future.