Terms of Service

These Terms of Service (the “Terms”) govern the relationship between Ottomated IT, LLC (“Ottomate IT,” “we,” “our,” or “us”) and the individual or entity engaging our Services (“Client,” “you,” or “your”). By signing a proposal, statement of work, or service agreement referencing these Terms, or by otherwise engaging us to perform services, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

// These Terms are incorporated by reference into every proposal, quote, and statement of work issued by Ottomated IT, LLC unless expressly superseded in writing by an authorized representative of Ottomate IT.

1. Scope of Services

Ottomate IT will perform the specific services described in a written proposal, statement of work (“SOW”), or managed services agreement (“MSA”) signed by both parties (collectively, a “Proposal”). Any services not expressly listed in a Proposal are outside the scope of the engagement and may be quoted separately. Changes to scope must be documented in a written change order signed by both parties.

2. Proposals and Acceptance

Proposals are valid for thirty (30) days from the date of issuance unless otherwise stated. A Proposal becomes binding upon signed execution by an authorized representative of the Client. Electronic signatures (DocuSign, Adobe Sign, or equivalent) are acceptable and legally binding.

3. Payment Terms

3.1 Deposits and Milestone Billing

Upon signed execution of a Proposal, the following payments are due prior to the commencement of work:

• 100% of materials, hardware, software, and licensing costs
• 50% of estimated labor

The remaining 50% of labor is due upon completion of the engagement, or upon delivery of each milestone where milestone billing is specified in the Proposal. Ottomate IT reserves the right to withhold ordering of materials, licensing, and commencement of labor until the initial payment has cleared.

3.2 Managed Services (Recurring)

Managed services and subscription-based engagements are billed monthly in advance on the first business day of each service month. The initial month’s fee is due upon signed execution of the MSA. Onboarding fees, if any, are billed separately and due upon signed execution of the Proposal.

3.3 Net Terms and Late Payment

Invoices not covered by Section 3.1 or 3.2 are due Net 15 days from the invoice date unless otherwise agreed in writing. Past-due balances accrue a late fee of the lesser of 1.5% per month or the maximum rate permitted by applicable law. Accounts more than thirty (30) days past due may be suspended, and Ottomate IT reserves the right to withhold deliverables, credentials, documentation, and administrative access until all outstanding balances are paid in full.

3.4 Taxes

All fees are exclusive of applicable sales, use, value-added, or similar taxes. Client is responsible for all such taxes associated with the Services, excluding taxes based on Ottomate IT’s net income.

3.5 Expenses

Pre-approved travel, lodging, shipping, and other out-of-pocket expenses incurred in the performance of the Services are billed at cost and reimbursed by the Client.

3.6 Non-Refundable Deposits

Payments made for materials, hardware, software, and licensing are non-refundable once ordered or provisioned. Labor deposits are non-refundable once work has commenced, except as expressly provided in Section 11 (Termination).

4. Client Responsibilities

Client shall:

• Provide timely and accurate information necessary to perform the Services
• Provide reasonable access to facilities, systems, credentials, and personnel
• Designate an authorized point of contact for approvals and decisions
• Maintain current, legally licensed software and supported hardware
• Promptly notify Ottomate IT of any suspected security incidents or issues
• Back up critical data before any major change or migration event

Delays or additional costs caused by Client’s failure to meet these responsibilities are not the responsibility of Ottomate IT and may result in schedule adjustments or additional charges.

5. Warranties

Ottomate IT warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client’s exclusive remedy for breach of this warranty is, at Ottomate IT’s option, re-performance of the deficient Services or a credit for the affected portion of fees, provided Client gives written notice of the deficiency within thirty (30) days of performance.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND OTTOMATE IT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Ottomate IT does not warrant that the Services or any system will be uninterrupted, error-free, or free from all vulnerabilities.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTTOMATE IT’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO OTTOMATE IT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL OTTOMATE IT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cybersecurity is inherently imperfect. Despite reasonable commercial efforts and industry-best practices, no provider can guarantee the absence of security incidents, breaches, or data loss. Client acknowledges this inherent risk and agrees that Ottomate IT is not an insurer and shall not be liable for losses arising from third-party attacks, zero-day vulnerabilities, or Client’s own acts or omissions.

7. Indemnification

Client shall indemnify, defend, and hold harmless Ottomate IT, its officers, members, employees, contractors, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use of the Services; (b) Client’s violation of any law or regulation; (c) Client’s infringement of any intellectual property or privacy right of a third party; or (d) Client’s breach of these Terms.

8. Confidentiality

Each party may be exposed to confidential information belonging to the other. Both parties agree to protect such information using at least the same degree of care they use to protect their own confidential information (and in no event less than reasonable care), to use it only for purposes of the engagement, and not to disclose it to third parties except as required by law or with prior written consent.

9. Intellectual Property

Ottomate IT retains all rights, title, and interest in its pre-existing tools, methodologies, templates, scripts, documentation, and know-how (“Ottomate IT IP”). Upon full payment for a deliverable, Ottomate IT grants Client a perpetual, non-exclusive, non-transferable license to use any Ottomate IT IP embedded in the deliverable solely for Client’s internal business purposes. Client retains all rights in Client’s own data and pre-existing materials.

10. Non-Solicitation

During the term of any engagement and for twelve (12) months thereafter, Client agrees not to directly or indirectly solicit for employment or engagement any Ottomate IT employee or contractor who performed services for Client, without Ottomate IT’s prior written consent.

11. Termination

Either party may terminate a project-based engagement for material breach if the breach is not cured within fifteen (15) days after written notice. Managed services engagements may be terminated by either party for convenience upon thirty (30) days written notice, subject to any minimum-term obligations stated in the Proposal. Upon termination, Client shall pay Ottomate IT for all Services performed and expenses incurred through the effective date of termination, including non-cancelable third-party commitments already ordered on Client’s behalf.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, governmental actions, internet or utility outages, large-scale cyberattacks, or supply chain disruptions.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services shall first be submitted to good-faith negotiation between the parties. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, conducted in the Washington, DC metropolitan area. Each party shall bear its own costs except as otherwise awarded by the arbitrator.

14. Independent Contractor

Ottomate IT performs the Services as an independent contractor. Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.

15. Assignment

Client may not assign these Terms or any rights or obligations hereunder without Ottomate IT’s prior written consent. Ottomate IT may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

16. Entire Agreement; Order of Precedence

These Terms, together with any signed Proposal, constitute the entire agreement between the parties and supersede all prior discussions and writings on the subject matter. In the event of a conflict between these Terms and a signed Proposal, the Proposal controls only as to the specific conflicting provision and only to the extent expressly stated.

17. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties’ intent.

18. Changes to These Terms

Ottomate IT may update these Terms from time to time. The version posted at ottomateit.com/terms.html on the date a Proposal is signed is the version that applies to that engagement.

19. Contact

Questions about these Terms should be directed to us through the secure contact form. The contracting entity is Ottomated IT, LLC.

// These Terms are published for informational and contractual-reference purposes. They are not a substitute for independent legal counsel. Clients with specific legal or regulatory requirements (HIPAA BAA, DPA, CMMC flow-down, federal FAR/DFARS clauses, etc.) should request a tailored agreement during proposal.