Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "Customer," "you," or "your") and GivBest Consulting, LLC ("GivBest," "we," "our," or "us"), governing your use of our managed IT services, custom software development, SaaS solutions, and related professional services.

By signing a Service Order, Statement of Work (SOW), Master Services Agreement (MSA), or by accessing our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

2. Services Offered

GivBest Consulting provides the following technology services:

2.1 Managed IT Services

• 24/7 Infrastructure Monitoring: Proactive monitoring of servers, networks, endpoints, and cloud infrastructure
• Security Operations Center (SOC): Threat detection, incident response, and vulnerability management
• Help Desk Support: Multi-tier support for end-users (email, phone, chat, ticketing system)
• Patch Management: Automated deployment of security updates and patches
• Backup and Disaster Recovery: Automated backups with defined RTOs and RPOs
• Cloud Infrastructure Management: Management of AWS, Azure, Google Cloud, or hybrid environments

2.2 Custom Software Development

• Application Development: Web, mobile, desktop, and enterprise applications
• API Development and Integration: RESTful APIs, GraphQL, microservices architecture
• AI and Automation Solutions: Machine learning models, RPA, intelligent automation
• Legacy System Modernization: Migration to modern tech stacks and architectures
• DevOps and CI/CD: Pipeline automation, containerization (Docker/Kubernetes), IaC (Terraform)

2.3 SaaS and Cloud Solutions

• SaaS Platform Access: Subscription-based access to proprietary software platforms
• Multi-Tenant or Single-Tenant Deployments: Flexible deployment models
• API Access: Programmatic access to platform features and data
• Third-Party Integrations: Pre-built connectors to CRM, ERP, and business tools
• Data Export and Portability: Tools for data extraction in standard formats

2.4 Professional Services

• Technical consulting and advisory services
• Compliance assessments (SOC 2, ISO 27001, NIST, CMMC)
• Security audits and penetration testing
• Training and knowledge transfer

3. User Accounts and Access

3.1 Account Registration

To access certain services, you must create an account by providing accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use or security breach
• Using strong passwords and enabling multi-factor authentication (MFA)

3.2 Access Restrictions

You agree not to:

• Share account credentials with unauthorized users
• Use our services for unlawful purposes or in violation of any regulations
• Attempt to gain unauthorized access to our systems, networks, or data
• Reverse engineer, decompile, or disassemble our software or platforms
• Use automated tools (bots, scrapers) without written permission
• Interfere with or disrupt the integrity or performance of our services
• Upload malicious code, viruses, or harmful content

3.3 Account Termination

We reserve the right to suspend or terminate accounts that violate these Terms, engage in fraudulent activity, or pose a security risk. You will receive notice and an opportunity to remedy violations unless immediate termination is necessary for security reasons.

4. Fees and Payment Terms

4.1 Pricing Models

Our services are offered under various pricing structures:

• Fixed-Price Projects: One-time fee for defined scope (software development, consulting engagements)
• Time and Materials (T&M): Hourly or daily rates for ongoing work (billed weekly or monthly)
• Recurring Subscriptions: Monthly or annual billing for SaaS and managed services
• Usage-Based Pricing: Consumption-based fees (API calls, storage, compute resources)
• Retainer Agreements: Prepaid hours for on-demand support

4.2 Payment Terms

• Invoicing: Invoices are issued according to the agreed schedule (monthly, quarterly, or upon milestone completion)
• Payment Due: Net 30 days from invoice date unless otherwise specified
• Accepted Methods: Credit card, ACH transfer, wire transfer, check (for enterprise clients)
• Late Payments: 1.5% monthly interest (18% APR) on overdue balances after 30 days
• Currency: All fees are in U.S. Dollars (USD) unless otherwise stated

4.3 Price Changes

We reserve the right to modify pricing with 60 days' notice for subscription services. Fixed-price contracts are honored for their term. Annual subscriptions paid in advance are protected from mid-term price increases.

4.4 Taxes

Fees are exclusive of all taxes, levies, or duties. You are responsible for paying all applicable sales, use, value-added (VAT), goods and services (GST), or other taxes, except for taxes based on our net income.

4.5 Refund Policy

5. Intellectual Property Rights

5.1 Client Ownership of Custom Work

For custom software development projects, upon full payment, you own all custom code, designs, and deliverables created specifically for your project ("Work Product"). Ownership transfers upon final payment and formal acceptance of deliverables.

5.2 GivBest Ownership

We retain ownership of:

• Pre-Existing IP: Tools, frameworks, libraries, and methodologies we bring to projects
• SaaS Platforms: All proprietary software-as-a-service platforms and infrastructure
• Reusable Components: Generic code modules, templates, and algorithms not specific to your business logic
• Documentation and Processes: Internal methodologies, project management templates, and operational procedures

5.3 Third-Party Components

Custom projects may include open-source libraries and third-party components subject to their respective licenses (MIT, Apache 2.0, GPL, etc.). We will disclose all third-party dependencies and ensure compatibility with your use case.

5.4 License to Use Our Services

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our SaaS platforms and managed services for the duration of your subscription. This license terminates upon account closure or termination.

5.5 Trademarks

"GivBest," our logo, and other marks are our trademarks. You may not use our trademarks without prior written permission except as necessary to identify us as your service provider (e.g., "Powered by GivBest").

6. Service Level Agreements (SLAs)

6.1 Uptime Guarantees (SaaS and Managed Services)

We commit to the following uptime SLAs for production environments:

6.2 Response and Resolution Times

For Managed IT Services and support tickets:

• Critical (P1): 15-minute response, 4-hour resolution target
• High (P2): 1-hour response, 8-hour resolution target
• Medium (P3): 4-hour response, 2-business-day resolution
• Low (P4): 24-hour response, 5-business-day resolution

6.3 Exclusions

SLAs do not apply during:

• Scheduled maintenance windows (with 7 days' notice)
• Force majeure events (natural disasters, war, pandemics, ISP outages)
• Incidents caused by client actions or third-party integrations
• DDoS attacks or security incidents beyond our reasonable control

6.4 SLA Credits

If we fail to meet our uptime commitments, you may request SLA credits (percentage discount on next month's invoice). Credits are your sole remedy for SLA breaches and do not constitute a refund. Credits must be requested within 30 days of the incident.

7. Data Security and Privacy

7.1 Our Security Commitment

We implement industry-standard security controls aligned with SOC 2 Type II, ISO 27001, and NIST Cybersecurity Framework:

• TLS 1.3 encryption for data in transit
• AES-256 encryption for data at rest
• Multi-factor authentication (MFA) enforcement
• Regular vulnerability assessments and penetration testing
• 24/7 security monitoring and incident response
• Annual third-party security audits

7.2 Data Privacy

Our handling of personal data is governed by our Privacy Policy, which is incorporated by reference into these Terms. We comply with GDPR, CCPA, and other applicable data protection laws.

7.3 Client Data Ownership

You retain ownership of all data you upload, store, or process using our services ("Client Data"). We will not access, use, or disclose Client Data except:

• To provide and maintain services
• To prevent or address security, technical, or legal issues
• As required by law (subpoena, court order)
• With your explicit consent

7.4 Data Breach Notification

In the event of a security breach affecting Client Data, we will notify you within 72 hours of discovery, provide details of the incident, and outline remediation steps. We will cooperate with regulatory authorities as required.

7.5 Data Deletion

Upon termination, we will delete or anonymize Client Data within 30 days unless:

• You request a data export (available for 30 days post-termination)
• We are required by law to retain data (e.g., financial records for 7 years)
• Backup retention policies require longer storage (backups purged after 90 days)

8. Warranties and Disclaimers

8.1 Limited Warranty

We warrant that:

• Services will be performed with reasonable skill and care
• Custom software deliverables will substantially conform to agreed specifications
• We have the right to provide the services and will not infringe third-party IP

For software defects, we will re-perform work at no additional cost if reported within 90 days of delivery.

8.2 Disclaimer of Warranties

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES SHALL NOT EXCEED:

• For subscription services: The amount paid by you in the 12 months preceding the claim
• For fixed-price projects: The total fees paid for the specific project in question
• In no event shall our liability exceed $100,000 USD for any single incident or series of related incidents

9.2 Exclusion of Consequential Damages

9.3 Exceptions

The above limitations do not apply to:

• Our gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Violations of intellectual property rights
• Liabilities that cannot be excluded by law

10. Indemnification

10.1 Client Indemnification

You agree to indemnify, defend, and hold harmless GivBest, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorney fees) arising from:

• Your breach of these Terms or any SOW
• Your violation of laws or regulations
• Infringement of third-party rights by your content, data, or instructions
• Unauthorized use of our services by your employees or contractors
• Disputes between you and your end-users

10.2 GivBest Indemnification

We will indemnify you against third-party claims that our services or custom deliverables infringe valid intellectual property rights, provided you:

• Promptly notify us in writing of the claim
• Grant us sole control over defense and settlement
• Provide reasonable cooperation and assistance

Our remedies include: (a) obtaining a license for you, (b) modifying the service to be non-infringing, or (c) terminating the service and refunding prepaid fees on a pro-rata basis.

11. Confidentiality

11.1 Definition

"Confidential Information" includes all non-public information disclosed by one party ("Discloser") to the other ("Recipient"), including business plans, technical data, customer lists, pricing, source code, and trade secrets.

11.2 Obligations

Both parties agree to:

• Maintain confidentiality using the same degree of care as for their own confidential information (no less than reasonable care)
• Not disclose Confidential Information to third parties without written consent
• Use Confidential Information solely for the purposes of the business relationship
• Limit access to employees/contractors with a need to know

11.3 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of Recipient
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is received from a third party without confidentiality restrictions
• Must be disclosed by law (with notice to Discloser if permitted)

11.4 Term

Confidentiality obligations survive for 3 years after termination of the relationship, except for trade secrets, which remain confidential indefinitely.

12. Termination

12.1 Termination for Convenience

Either party may terminate subscription services with 30 days' written notice. You remain responsible for fees through the end of the billing period. Annual subscriptions may be terminated with 90 days' notice, and unused prepaid fees will be refunded on a pro-rata basis.

12.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Engages in fraudulent activity or illegal conduct

12.3 Effect of Termination

Upon termination:

• Your access to services will be revoked
• You must pay all outstanding fees within 15 days
• You may request a data export within 30 days (after which data is deleted)
• Confidentiality, IP ownership, and limitation of liability provisions survive termination
• For fixed-price projects, you pay for work completed up to the termination date

12.4 Suspension

We may suspend services immediately (without terminating the contract) if:

• Payment is more than 15 days overdue
• Your account is used for illegal activity or poses a security risk
• You exceed usage limits or resource quotas (with notice)

We will provide notice of suspension except in urgent security situations. Services resume upon cure of the issue.

13. Compliance and Regulatory

13.1 Export Controls

You agree not to export, re-export, or transfer our software or services to prohibited countries, entities, or individuals under U.S. export control laws (ITAR, EAR) or international sanctions. You represent that you are not on any government denied-party list.

13.2 Industry-Specific Regulations

For clients in regulated industries, we will cooperate with compliance requirements:

• HIPAA (Healthcare): Sign Business Associate Agreement (BAA) upon request
• PCI-DSS (Payment Card Data): Provide attestation of compliance for payment processing
• FERPA (Education): Comply with student data protection requirements
• FedRAMP/CMMC (Government): Meet authorization requirements for federal contracts

13.3 Anti-Corruption

Both parties represent compliance with anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA) and UK Bribery Act. Neither party will offer or accept improper payments to influence business decisions.

14. Dispute Resolution

14.1 Negotiation

In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. Senior executives from both parties will meet (in person or virtually) within 15 days of a written request.

14.2 Mediation

If negotiation fails, disputes shall be submitted to non-binding mediation administered by the American Arbitration Association (AAA) or JAMS. Each party bears its own mediation costs.

14.3 Arbitration

If mediation does not resolve the dispute within 60 days, either party may initiate binding arbitration under the AAA Commercial Arbitration Rules. Key terms:

• One arbitrator (mutually selected or AAA-appointed)
• Venue: Dallas, Texas, USA
• Language: English
• Arbitrator's decision is final and binding
• Each party bears its own costs; loser pays arbitration fees

14.4 Exceptions

Either party may seek injunctive relief in court for:

• Breach of confidentiality or intellectual property rights
• Urgent security matters requiring immediate action
• Collection of unpaid fees

14.5 Class Action Waiver

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the State of Texas, USA, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Entire Agreement

These Terms, together with any SOW, MSA, or Service Order, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or representations. In case of conflict, the order of precedence is: (1) SOW, (2) MSA, (3) these Terms.

15.3 Amendments

We may update these Terms by posting a revised version on our website with 30 days' notice. Material changes affecting existing contracts require your consent. For subscription services, continued use after the notice period constitutes acceptance.

15.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights to an affiliate or successor entity (e.g., in a merger or acquisition). Any prohibited assignment is void.

15.5 Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, war, terrorism, pandemics, government actions, labor strikes, or internet/telecommunications failures. Obligations are suspended during the force majeure event; if it persists for more than 30 days, either party may terminate.

15.6 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

15.7 Waiver

Failure to enforce any right or provision does not constitute a waiver. Waivers must be in writing and signed by the waiving party.

15.8 Notices

Legal notices must be sent via certified mail or email to:

• To GivBest: support@givbest.com , Little Elm, TX 76227
• To Client: The email or SOW

Notices are deemed received when delivered (email) or 3 business days after mailing.

15.9 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other or make commitments on its behalf.

15.10 Third-Party Beneficiaries

These Terms are solely for the benefit of the parties and do not create rights for third parties, except that our affiliates, officers, directors, and employees are intended beneficiaries of indemnification and limitation of liability provisions.