Last updated: October 9, 2026 Terms of Service

Live Information Technology Consulting Group — Terms of Service

These Terms of Service ("Terms") govern all services provided by Live Information Technology Consulting Group, LLC ("LiveIT," "we," "us") to the customer named on the applicable order, quote, proposal, or agreement ("Client," "you").

1. Acceptance and order of precedence

By signing a quote, proposal, or agreement that references these Terms, paying a LiveIT invoice, or using any LiveIT service, Client agrees to these Terms. If a signed Master Services Agreement ("MSA"), Statement of Work ("SOW"), or Service Level Agreement ("SLA") conflicts with these Terms, the signed document controls for that conflict only. Client purchase orders or other Client terms do not apply unless LiveIT agrees to them in a signed writing.

2. Services

LiveIT provides information technology services, which may include:

• Managed IT services, help desk, and on-site and remote support
• Monitoring and management of servers, workstations, network equipment, and cloud services
• Cybersecurity services, including endpoint protection, patching, and security tooling
• Backup, backup monitoring, and disaster recovery services
• Infrastructure-as-a-Service ("LiveIT Cloud"), hosting, virtual servers, and colocation
• Microsoft 365 and other cloud platform administration
• Network design, installation, and cabling
• Certificate, domain, and website-related services
• Projects, consulting, procurement, and resale of third-party hardware, software, and licenses

The specific services, scope, quantities, and pricing for Client are defined in the applicable quote, proposal, MSA, or SOW (each an "Order"). Anything not listed in an Order is out of scope and billed at LiveIT's then-current rates unless agreed otherwise in writing.

3. Support hours and response

Standard business hours are Monday through Friday, 8:00 a.m. to 6:00 p.m. Central Time, excluding U.S. federal holidays. Work requested outside business hours, emergency after-hours support, and on-site travel may be billed at premium rates as stated in the Order. Response and resolution targets, if any, are defined only in Client's SLA or Order. Targets are goals, not guarantees, and missing one is not a breach of these Terms unless the SLA expressly provides a remedy, in which case that remedy is Client's sole remedy.

Support requests must be submitted through LiveIT's designated channels (support portal, email, or phone as provided to Client). Requests sent to an individual technician's personal phone or account may not be tracked or answered within SLA times.

4. Client responsibilities

Client agrees to:

• Provide timely access to its premises, systems, accounts, and personnel needed to perform the services.
• Designate at least one authorized contact who can approve work, purchases, and changes.
• Keep all hardware and software under supported, licensed, vendor-maintained versions, or accept that LiveIT's support of unsupported systems is best-effort only.
• Maintain accurate information about its users, devices, and locations, and tell LiveIT promptly about changes (new employees, departures, office moves, new systems).
• Not make changes to managed systems, or allow other vendors to do so, without notifying LiveIT. LiveIT is not responsible for problems caused by changes it did not make or approve.
• Comply with all laws that apply to its business and data, including any industry rules (for example HIPAA, PCI DSS, or state privacy laws). Unless an Order says otherwise, Client remains responsible for its own regulatory compliance.
• Train its users on safe computing practices and enforce its own security policies.

5. Remote access, monitoring, and administrative credentials

Client authorizes LiveIT to install monitoring, management, remote-access, security, and backup software ("Agents") on Client systems, and to access those systems remotely to perform the services. Agents collect technical data such as device inventory, performance, event logs, patch status, and alerts. Client will not remove or disable Agents without notifying LiveIT; doing so may prevent LiveIT from delivering the services.

LiveIT may hold administrative credentials for Client systems. LiveIT stores them in secured systems and uses them only to perform the services. On termination, Client should change all credentials LiveIT held; LiveIT will provide a list of the accounts it administered on request.

6. Third-party products and services

LiveIT resells and manages products from third parties, including hardware, software, cloud subscriptions (for example Microsoft 365), security tools, and internet or telecom services ("Third-Party Products"). For Third-Party Products:

• The manufacturer's or provider's terms, warranties, and end-user license agreements apply, and Client agrees to them by using the product.
• LiveIT passes through any manufacturer warranty but provides no warranty of its own.
• Price increases by the provider may be passed through to Client with 30 days' notice where possible.
• Annual or multi-year subscriptions purchased for Client are non-cancelable and non-refundable for their full term, even if Client ends services with LiveIT early.
• Hardware returns are subject to the vendor's return policy plus any restocking fee; special-order items are non-returnable.
• LiveIT is not liable for outages, data loss, security incidents, or discontinuation of a Third-Party Product caused by its provider.

7. Fees, invoicing, and payment

• Recurring services are billed monthly in advance. Project, hourly, and out-of-scope work is billed as performed or on the milestones in the Order. Hardware and software are billed when ordered, and LiveIT may require prepayment or a deposit.
• Invoices are due within 30 days of the invoice date unless the Order states otherwise.
• Past-due balances accrue a late charge of 1.5% per month or the maximum rate allowed by Texas law, whichever is less. Client also pays reasonable collection costs and attorney's fees for past-due amounts.
• If any invoice is more than 30 days past due, LiveIT may suspend services after 10 days' written notice. Suspension does not stop recurring fees. LiveIT is not responsible for any harm resulting from a suspension for non-payment.
• Fees exclude taxes. Client pays all applicable sales, use, and similar taxes, except taxes on LiveIT's income. Tax-exempt or resale clients must provide a valid exemption or resale certificate before invoicing.
• Client must dispute an invoice in writing within 30 days of its date, identifying the disputed items. Undisputed amounts remain due on time.
• LiveIT may change recurring rates with at least 60 days' written notice, effective at the start of the next billing period or renewal term.
• Hourly work during business hours is billed in 15-minute increments. Work outside business hours (before 8:00 a.m. or after 6:00 p.m. Central Time on weekdays, on weekends, or on U.S. federal holidays) is billed at the after-hours rate with a 4-hour minimum; time beyond 4 hours is billed in full hours, rounded up.

8. Backups and data recovery

Where LiveIT provides backup or disaster recovery services, it will configure, monitor, and remediate backups as described in the Order. However:

• No backup system can guarantee that every file, system, or point in time can be recovered. LiveIT does not guarantee recovery of any particular data or the time needed to restore it.
• Only systems and data listed in the Order are backed up. Client must tell LiveIT about any new system or data location that needs protection.
• Client is responsible for confirming that the backup scope and retention meet its business, legal, and regulatory needs.
• Data stored only in third-party SaaS applications (including Microsoft 365) is not backed up by LiveIT unless the Order specifically includes a backup service for it.
• Restore requests outside routine testing, and full disaster recovery efforts, may be billed as project work unless the Order includes them.

9. Security

LiveIT uses commercially reasonable measures to help protect Client systems. Client understands that no security product or service can prevent every attack, including ransomware, phishing, business email compromise, insider misuse, or zero-day vulnerabilities. LiveIT does not guarantee that Client systems will be free from breaches, malware, or unauthorized access.

LiveIT is not responsible for losses from security incidents caused by Client's users, Client's refusal of recommended controls (such as multi-factor authentication, patching, or hardware replacement), unsupported systems, or third parties outside LiveIT's control. LiveIT strongly recommends that Client carry cyber liability insurance. If Client declines a security control LiveIT recommends, LiveIT may ask Client to acknowledge that decision in writing.

Incident response, forensics, and recovery beyond the scope of the Order are billed at LiveIT's then-current rates.

10. Confidentiality and Client data

Each party will keep the other's non-public business and technical information confidential, use it only to perform or receive the services, and protect it with at least reasonable care. This does not apply to information that is public, already known to the recipient, independently developed, or required to be disclosed by law (with prompt notice to the other party where allowed).

Client owns its data. LiveIT accesses, processes, and stores Client data only as needed to perform the services, comply with law, or as Client directs. LiveIT will notify Client without undue delay after confirming a security incident in LiveIT's own systems that affects Client data. If Client is a HIPAA covered entity or business associate, the parties must sign a Business Associate Agreement before LiveIT handles protected health information; Client must tell LiveIT if this applies.

LiveIT may use anonymized, aggregated technical data (for example, device and alert statistics that do not identify Client) to operate and improve its services.

11. Automation and artificial intelligence

LiveIT uses automated tools, including artificial intelligence, to help monitor systems, route and summarize alerts and support tickets, and assist technicians. Where AI tools process Client data, LiveIT uses systems that are under its control or covered by confidentiality obligations, and does not permit Client data to be used to train third-party public AI models. A LiveIT technician remains responsible for the services delivered.

12. Acceptable use of hosted services

Clients using LiveIT Cloud, hosting, colocation, email, or other hosted services must not use them to:

• Break any law, or store or send illegal content
• Infringe anyone's intellectual property or privacy rights
• Send spam or unsolicited bulk email
• Distribute malware, or attack, scan, or probe other systems without authorization
• Mine cryptocurrency or otherwise consume resources beyond the Order without approval
• Interfere with LiveIT's network or other customers

LiveIT may suspend the affected service, with notice where practical, if it reasonably believes a violation is occurring or poses a risk to LiveIT, its network, or other customers. Client is responsible for the activity of its users and for securing its own accounts, applications, and virtual machines.

13. Warranty and disclaimer

LiveIT will perform the services in a professional and workmanlike manner consistent with generally accepted industry standards. If Client notifies LiveIT in writing within 30 days that a service did not meet this standard, LiveIT will re-perform it at no charge. That is Client's sole remedy for breach of this warranty.

EXCEPT AS STATED ABOVE, THE SERVICES AND ALL THIRD-PARTY PRODUCTS ARE PROVIDED "AS IS." LIVEIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LIVEIT DOES NOT WARRANT THAT SYSTEMS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

14. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY LAW:

• NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.
• LIVEIT'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE FEES CLIENT PAID LIVEIT FOR THE AFFECTED SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
• These limits do not apply to Client's payment obligations, either party's indemnification obligations, or a party's gross negligence or willful misconduct.

Any claim against LiveIT must be brought within one (1) year after the claim arises.

15. Indemnification

Client will defend, indemnify, and hold harmless LiveIT and its personnel from third-party claims arising from Client's data, Client's violation of law or of Section 12, Client's use of software it did not license properly, or instructions Client gave LiveIT. LiveIT will defend, indemnify, and hold harmless Client from third-party claims arising from LiveIT's gross negligence or willful misconduct. The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party.

16. Term, renewal, and termination

• The term of each Order is stated in the Order. Unless the Order says otherwise, recurring services renew automatically for successive terms of the same length unless either party gives at least 60 days' written notice before the end of the current term.
• Either party may terminate an Order if the other materially breaches it and does not cure within 30 days after written notice.
• If Client ends recurring services early without cause, Client pays the recurring fees for the remainder of the current term (or the early termination fee stated in the Order), plus any non-cancelable Third-Party Product commitments.
• LiveIT may end services for convenience with 60 days' written notice.

17. Offboarding and transition

When services end, and provided Client's account is paid in full, LiveIT will reasonably cooperate in transitioning to Client or a new provider, including returning Client data in a standard format and turning over administrative credentials. Transition work beyond a basic handover is billed at LiveIT's then-current rates. LiveIT will remove its Agents and may delete Client data it holds 30 days after termination, unless law requires otherwise or Client arranges retrieval before then. LiveIT-owned equipment provided as part of the services must be returned within 15 days or Client will be billed its replacement cost.

18. Non-solicitation

During the services and for twelve (12) months afterward, Client will not directly or indirectly hire or engage any LiveIT employee or contractor who worked on Client's account without LiveIT's written consent. If Client does, Client will pay LiveIT a placement fee equal to 50% of the person's annual compensation. Responses to general job postings not targeted at LiveIT personnel are not a violation.

19. Intellectual property

LiveIT keeps ownership of its tools, scripts, software, documentation templates, methods, and know-how, including anything it develops in the course of the services that is not specific to Client. Client receives a non-exclusive license to use deliverables for its internal business purposes. Client keeps ownership of its data and of deliverables an Order specifically designates as Client-owned once paid for in full.

20. Force majeure

Neither party is liable for delays or failures (other than payment) caused by events beyond its reasonable control, including natural disasters, severe weather, utility or internet outages, pandemics, war, terrorism, cyberattacks on third-party providers, government action, or failures of third-party providers.

21. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-law rules. Any lawsuit will be brought exclusively in the state or federal courts located in Denton County, Texas, and both parties consent to that venue. Before filing suit (except for collection of unpaid fees or urgent injunctive relief), the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for at least 30 days.

22. Changes to these Terms

LiveIT may update these Terms by posting a new version on its website with a new "Last updated" date. Changes apply to existing Clients 30 days after posting, or at the next renewal if an Order says so. Continued use of the services after that date means Client accepts the updated Terms. Changes do not alter pricing in an active Order except as allowed in Section 7.

23. Notices

Notices under these Terms must be in writing and sent by email with confirmation of receipt, or by certified mail or courier, to the addresses in the Order. Notices to LiveIT go to: Live Information Technology Consulting Group, LLC, 1224 N. Highway 377, Suite 303, PMB 227, Roanoke, TX 76262 and ap@liveitcg.com.

24. General

These Terms, together with the Orders, are the entire agreement between the parties on their subject and replace all prior discussions. If any provision is unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver. Client may not assign its rights without LiveIT's written consent; LiveIT may assign to a successor in a merger or sale of its business. The parties are independent contractors. Sections on payment, confidentiality, limitation of liability, indemnification, non-solicitation, intellectual property, and governing law survive termination.

Questions about these Terms: contact 817.590.9650.