Terms of Service

By accessing or using the website esmithit.com (the "Site") or engaging eSmith IT Consulting ("we", "us", or "our") for Managed IT Services, Cybersecurity, VoIP, or any related technology services, you agree to comply with and be bound by these Terms of Service.

1. Acceptance of Terms

Please read these Terms carefully before using our services. If you do not agree to all terms and conditions contained herein, you may not access our Site or use our services. These public Terms govern general usage of our Site and supplement (but do not replace) any Master Services Agreement (MSA), Statement of Work (SOW), or Service Level Agreement (SLA) you may sign directly with eSmith IT Consulting. In the event of a conflict, the deeply negotiated MSA or SOW will take precedence.

2. Service Limitations and IT Support Boundaries

While we strive to provide unparalleled 24/7 proactive monitoring and rapid helpdesk support, our services are provided on a "commercially reasonable efforts" basis unless explicitly governed by a separate, signed SLA that outlines specific response times.

• Hardware Failure: We are not responsible for the failure of aging hardware, network cables, or physical servers.
• Third-Party Vendor Outages: We cannot guarantee the uptime of third-party Internet Service Providers (ISPs), cloud vendors (like Microsoft 365 or Azure), or software manufacturers. However, as your MSP, we will act as your advocate to resolve these incidents promptly.

3. Client Responsibilities

To ensure we can properly secure and manage your IT environment, clients are responsible for:

• Providing our technicians with necessary, authorized physical and remote access to your facilities and internal networks.
• Designating a primary point of contact for authorizing major IT expenditures or critical network changes.
• Promptly reporting any suspected security incidents, phishing attempts, or aberrant network behavior to our helpdesk.
• Maintaining active, unexpired software licenses for all necessary operating systems and line-of-business applications.

4. Limitation of Liability for Data Loss

Critical Acknowledgment: As a cybersecurity and backup provider, we deploy robust, immutable, and redundant backup solutions (if outlined in your service plan). However, data loss can occasionally occur due to extreme circumstances such as severe, undetectable zero-day ransomware, catastrophic hardware failure, or internal employee sabotage.

To the maximum extent permitted by applicable law, eSmith IT Consulting shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of, or inability to access or use, our services; (b) any conduct or content of any third party; or (c) unauthorized access, use, or alteration of your transmissions or corporate data.

5. Intellectual Property

The Site and its original content (excluding client data), features, and functionality are owned by eSmith IT Consulting and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. No part of our Site, including custom code, design elements, or proprietary scripts, may be reproduced or otherwise used without express written permission.

6. Payment Terms, Auto-Renewal, and Termination

For clients engaging our Managed Services or 3CX VoIP systems, billing terms are explicitly laid out in your SOW. Generally, recurring managed services are billed on a flat-rate monthly cycle. Unless otherwise specified in your Master Services Agreement, managed service contracts automatically renew for successive periods equal to the initial term. Either party may terminate the agreement by providing a written notice of cancellation at least thirty (30) days prior to the end of the current term. Failure to render payment may result in a suspension of proactive monitoring, helpdesk access, VoIP lines, and backup services after a standard grace period, along with applicable late fees.

7. Mutual Confidentiality (NDA)

eSmith IT Consulting handles highly sensitive financial, medical, and corporate data. We agree to hold all Client Confidential Information in strict confidence and will not disclose such information to any third party except as required by law or to explicitly authorized subcontractors. Conversely, the Client agrees to hold eSmith IT Consulting's proprietary network designs, pricing models, scripts, and security architectures in strict confidence and shall not disclose this intellectual property to competitors or external IT vendors without written consent.

8. Non-Solicitation (Non-Hire) of Employees

During the term of any active service engagement with eSmith IT Consulting, and for a period of twelve (12) months immediately following the termination thereof, the Client agrees that they shall not, directly or indirectly, solicit, recruit, induce, or hire any current engineer, technician, or employee of eSmith IT Consulting to leave their employment and work directly for the Client or the Client's affiliates.

9. Acceptable Use Policy (AUP)

Clients utilizing our 3CX VoIP systems, cloud hosting, or managed network resources agree not to use these services for any unlawful, abusive, or fraudulent purpose. This includes, but is not limited to, utilizing our SIP trunks for illegal robocalling, spamming, hosting malicious software, or conducting unauthorized network intrusion tests. Immediate termination of VoIP or cloud services may occur if a catastrophic AUP violation puts our downstream carriers or network integrity at severe risk.

10. Force Majeure

Neither party shall be liable for any failure or delay in fulfilling the terms of this agreement (except for the obligation to pay for services rendered) due to causes beyond the reasonable control of the affected party. This includes acts of God, natural disasters, prolonged regional internet/ISP outages, pandemics, government mandates, strikes, or acts of war/terrorism.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located within Mecklenburg County, North Carolina, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

12. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.

13. Contact Us

If you have any questions about these Terms, please contact us at:

eSmith IT Consulting
Huntersville, NC
Phone: (704) 334-1252
Email: [email protected]