Terms of Service
Last updated: 2021-09-15
1. Acceptance
These terms govern your relationship with LS Consulting LLC ("we," "us," "our") for any IT services, hosting, consulting, or related work we provide to you ("client," "you"). You accept these terms by doing any of the following:
- Signing an engagement letter, statement of work, or quote referencing our services
- Paying an invoice we issue to you
- Continuing to receive or use services we provide
- Requesting work (verbally, by phone, email, or any other means) and accepting its delivery
Because client relationships at our scale often grow informally over time — services expand or contract, requests come in by phone, scope shifts as your business shifts — these terms are the durable baseline that applies even when no new written contract has been signed. Where a specific written agreement between us conflicts with these terms, the specific written agreement controls.
2. Services
We provide managed IT, cloud administration, cybersecurity, web/VPS/cloud/application hosting, backup & disaster recovery, remote monitoring, surveillance install, and related consulting. Scope, pricing, and any service-specific terms are documented per engagement.
3. Scope & evolution of work
Service scope often evolves over a client relationship — endpoints get added or removed, new requests come in, priorities shift. We don't always paper every change. Ongoing services are governed by these terms, by current invoicing, and by mutual cooperation — not solely by any one-time scope document that may be years old.
4. Acceptable use (hosting)
Sites and systems we host may not be used for unlawful content, malware distribution, fraud, spam, or anything that risks the integrity of our infrastructure or other clients. We may suspend or terminate services for cause with notice.
5. Billing & payment
Payment terms are specified in your engagement letter or invoice. Late accounts may incur fees, interest as permitted by law, and suspension of services. Disputes should be raised in writing within 14 days of invoice date; otherwise the invoice is deemed accepted. Payment of any invoice constitutes acceptance of these terms as in effect on the invoice date.
6. Mutual cooperation
Effective service depends on timely cooperation from you — access to systems, credentials, decisions, approvals, and prompt answers to questions. We are not responsible for delays, missed targets, or unfavorable outcomes that result from inability to obtain information, access, or decisions from you in a timely manner.
7. Confidentiality
We treat client information as confidential and will not disclose your business information except as required by law, as needed to deliver the services you've engaged us for (including engagement of subcontractors and third-party providers under equivalent obligations), or as authorized by you.
8. Indemnification
You agree to indemnify, defend, and hold harmless LS Consulting LLC and its members, employees, contractors, and agents from any third-party claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:
- Your use of our services in violation of these terms, applicable law, or any third party's rights
- Content, data, configurations, software, hardware, or instructions you provide or direct us to deploy or maintain on your behalf
- The acts or omissions of your employees, contractors, or other authorized users
- Decisions made by you contrary to recommendations we have given in writing, verbally, or by any reasonable means of communication
- Pre-existing conditions of your environment, systems, or data that predate our engagement
This obligation survives termination of services and is not affected by the duration of the client relationship — it applies equally to clients of any tenure.
9. Limitation of liability
To the maximum extent permitted by law: our total cumulative liability for any and all claims arising out of or relating to these terms or our services is limited to the total fees paid by you to us for the specific service giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim. We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.
Services are provided on an "as available" basis. We do not warrant that services will be uninterrupted, error-free, or meet any particular standard beyond what is expressly stated in an engagement letter.
10. Backups & recovery
We design backup and recovery posture per engagement and test the recovery path as part of normal operations. No backup system is infallible. Clients are responsible for verifying their own critical data on a periodic basis and notifying us promptly if any concern arises. Our liability for backup or recovery failures is governed by Section 9.
11. Termination
Either party may terminate an engagement for any reason with reasonable written notice (the period being commensurate with the scope and complexity of the work to allow orderly transition). Sections 7 (Confidentiality), 8 (Indemnification), and 9 (Limitation of liability) survive termination. Outstanding amounts owed at the time of termination remain due.
12. Changes
We may update these terms from time to time. Material changes will be posted here with an updated revision date. Continued use of services, or payment of any invoice issued after such update, constitutes acceptance of the updated terms.
13. Governing law
These terms are governed by the laws of the State of Illinois, without regard to its conflict-of-laws principles. Any dispute arising under these terms shall be brought in the state or federal courts located in or serving Kendall County, Illinois, and both parties consent to the jurisdiction and venue of those courts.
14. Contact
Questions about these terms? Email [email protected] or call 815.661.5853.