Terms and Conditions of Service
Effective Date: [January, 2025]
Jurisdiction: California and Texas, United States
1• Introduction
These Terms and Conditions (“Terms”) constitute a binding agreement between you (“Client”) and
Nu Path Technologies, a Managed Services Provider (“MSP”) and Managed Security Services Provider (“MSSP”), duly organized and existing under the laws of the States of California and Texas, with principal offices located at [Insert Address].
By engaging the services of Nu Path Technologies, the Client agrees to be legally bound by these Terms, as well as any applicable Master Service Agreement (“MSA”), Statement of Work (“SOW”), or Service Level Agreement (“SLA”), which are incorporated herein by reference.
2•
Scope of Services
Nu Path Technologies provides comprehensive managed IT and cybersecurity services, including but not limited to:
Network and infrastructure monitoring and management
Managed Detection and Response (MDR)
Endpoint protection and patch management
Cloud services administration and migration
Regulatory compliance support (e.g., HIPAA, PCI-DSS, CMMC)
Helpdesk and technical support
The specifics of the services to be rendered shall be detailed in a mutually executed MSA or SOW.
Client Obligations
3• The Client shall:
Provide Nu Path Technologies with timely access to personnel, systems, networks, and facilities as necessary to perform services;
Ensure licensing and legality of all third-party software under use;
Comply with all applicable local, state, and federal laws, including those governing privacy and data protection.
Nu Path Technologies shall not be responsible for delays or service limitations caused by the Client’s failure to meet these obligations.
4• Payment Terms
Invoices shall be issued in accordance with the agreed-upon payment schedule defined in the MSA or SOW.
All payments are due within thirty (30) days of the invoice date, unless otherwise specified in writing.
Late payments shall accrue interest at a rate of 1.5% per month or the highest rate allowed by law.
Nu Path Technologies reserves the right to suspend or terminate services for non-payment or breach of contractual terms.
5• Confidentiality
Each party agrees to maintain the confidentiality of all non-public information obtained during the course of service delivery, including but not limited to business strategies, client records, configurations, and security protocols.
Confidential information shall not be disclosed to third parties without prior written consent, unless required by law.
This obligation shall survive for a period of five (5) years following the termination of services.
6• Data Privacy and Security
Nu Path Technologies adheres to all applicable data protection laws, including but not limited to the
California Consumer Privacy Act (CCPA) and industry-specific frameworks such as HIPAA, GLBA, and PCI-DSS.
Clients must disclose in writing if they are subject to any particular data security standards or industry regulations. Nu Path Technologies agrees to take reasonable steps to implement appropriate safeguards to maintain the confidentiality, integrity, and availability of client data.
7• Limitation of Liability
To the maximum extent permitted by law:
Nu Path Technologies shall not be liable for any incidental, indirect, consequential, or special damages, including lost profits or data loss;
The Company’s total cumulative liability shall not exceed the amount paid by the Client to Nu Path Technologies in the preceding three (3) months prior to the event giving rise to such liability.
8• Warranty Disclaimer
All services provided by Nu Path Technologies are furnished on an “AS IS” and “AS AVAILABLE” basis. The Company expressly disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
9• Termination
This Agreement may be terminated under the following conditions:
By either party, with thirty (30) days’ prior written notice;
Immediately, in the event of a material breach not cured within fifteen (15) days of notice.
In accordance with the provisions outlined in any applicable MSA or SOW.
Upon termination, the Client shall remit all outstanding payments, and Nu Path Technologies shall provide transitional support in accordance with the agreed exit procedures.
10• Indemnification
The Client agrees to indemnify, defend, and hold harmless Nu Path Technologies, its affiliates, officers, agents, and employees from any claims, losses, liabilities, or expenses (including legal fees) arising from:
The Client’s breach of this Agreement.
The Client’s misuse or unauthorized use of the services.
Any violation of applicable laws or regulations.
11•
Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of California or the State of Texas, depending on the principal location of service delivery.
Any disputes shall be resolved exclusively through binding arbitration in the respective state, pursuant to the rules of the American Arbitration Association (AAA). The prevailing party shall be entitled to reasonable attorneys’ fees and costs.
12• Modifications to Terms
Nu Path Technologies reserves the right to modify these Terms at any time. Updated Terms shall be made available through the Client portal or via email notification. Continued use of the services constitutes acceptance of such modifications.
13• Miscellaneous
Entire Agreement: These Terms, along with any incorporated agreements, constitute the entire agreement between the parties.
Severability: If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Force Majeure: Neither party shall be liable for delays caused by events beyond their control, including but not limited to natural disasters, acts of war, civil unrest, or government regulations.
