Terms and Conditions
Last Updated: March 2026
These Terms and Conditions ("Terms") govern all services, products, and consulting provided by Lone Cypress Technology ("Provider"), a Texas company, to its clients ("Client"). By accepting a quote, purchase order, or submitting payment, Client agrees to be bound by these Terms.
1. Scope of Agreement
These Terms apply to all services performed by Provider for Client, including managed IT services, consulting services, project services, hardware procurement, software licensing, and cloud and hosted services.
Specific services, pricing, and deliverables will be defined in Quotes, Statements of Work ("SOW"), or Service Orders, which are incorporated into these Terms.
2. Acceptance of Quotes
All quotes issued by Provider are valid for 10 days unless otherwise stated. Acceptance of a quote, purchase order, or payment constitutes agreement to these Terms.
3. Scope of Work
Services will be provided as described in the applicable quote or accompanying scope of work. Any services requested outside the defined scope may require a written change order and additional charges. Work will not proceed on out-of-scope items until both parties agree to the revised scope and pricing.
4. Statements of Work
Project-based services will be governed by a Statement of Work (SOW) describing the project scope, deliverables, timeline, assumptions, and pricing. Changes to any SOW require a written change order approved by both parties.
5. Pricing and Payment Terms
Unless otherwise stated:
Invoices are due Net 30 days from the invoice date.
Late payments may incur a late fee of 1.5% per month or the maximum allowed by law.
Provider reserves the right to suspend services for accounts more than 15 days past due.
Client agrees to pay all reasonable collection costs, attorney fees, and court costs incurred in recovering unpaid balances.
6. Project Deposits
For certain projects, Provider reserves the right to require a deposit prior to scheduling or beginning work. Deposits are applied toward the total project cost and may be non-refundable once project planning, procurement, or scheduling has begun.
7. Project Phase Billing
For projects expected to last 30 days or longer, Provider may invoice the project in defined phases or milestones. Each invoice represents work completed for that phase and is non-refundable once that phase has been delivered.
8. Hardware Purchases
Hardware products are invoiced once equipment ships from the manufacturer or distributor. Unless otherwise stated:
Returns must be requested within 14 days of delivery.
Equipment must be unused and in original packaging.
Returns may require manufacturer approval.
Restocking fees up to 25% may apply.
Shipping and handling charges are non-refundable.
Special-order or custom hardware may not be eligible for return. Hardware pricing is subject to manufacturer pricing and availability at the time of shipment. In the event of vendor price increases or supply shortages, Provider reserves the right to adjust pricing prior to order fulfillment.
9. Software Licenses and Subscriptions
Software licenses, cloud services, subscriptions, and digital products are non-returnable and non-refundable once ordered or provisioned, in accordance with the terms of the applicable software vendor or licensing provider.
10. Third-Party Vendor Products
Certain products and services may be subject to third-party vendor terms, warranties, and policies, which may supersede or supplement these Terms. Provider does not control third-party vendors and is not responsible for vendor outages, software defects, product discontinuation, or security vulnerabilities in third-party software.
11. Client Responsibilities
Client agrees to:
Provide necessary access to equipment, systems, and facilities.
Maintain valid software licenses.
Provide accurate information regarding systems and infrastructure.
Maintain proper physical and environmental conditions for equipment.
Delays caused by lack of access, information, or cooperation may result in project delays or additional charges.
12. Client Delays and Project Suspension
If a project is delayed by Client for more than 10 days, Provider reserves the right to reassign project resources, reschedule the project timeline, adjust project pricing, and apply project restart or re-engagement fees.
13. Acceptable Use
Client agrees not to use systems managed by Provider for illegal activity, distribution of malware, harassment or abuse, or unauthorized access to systems. Provider may suspend services if illegal activity is detected.
14. Cybersecurity Disclaimer
While Provider may implement security best practices, no system can be guaranteed to be completely secure. Provider does not warrant or guarantee protection against all cybersecurity threats including malware, ransomware, phishing, data breaches, or other malicious attacks. Client acknowledges that cybersecurity risk cannot be eliminated.
15. Data Backup Responsibility
Unless specifically included as a contracted service, Client is responsible for maintaining current and verified backups of all critical data. Provider is not responsible for data loss resulting from hardware failure, cyber incidents, user error, or other unforeseen events.
16. Confidentiality
Each party agrees to protect confidential information received from the other party and not disclose it to third parties except as required to perform services.
17. Intellectual Property
Provider retains ownership of all proprietary tools, scripts, documentation, and methodologies used in delivering services. Client retains ownership of its own data and systems.
18. Service Warranty
Provider will perform services in a professional manner consistent with generally accepted industry standards. However, Provider does not guarantee that services will eliminate all technical issues or prevent future failures.
19. Warranty Disclaimer
Except as expressly stated, all services and products are provided "as is" without warranties of any kind, whether express or implied, including warranties of merchantability or fitness for a particular purpose.
20. Service Availability
Provider will make reasonable efforts to respond to support requests in accordance with applicable service level guidelines. Response times may vary depending on issue severity and service agreement.
21. Limitation of Liability
To the maximum extent permitted by law, Provider shall not be liable for indirect, incidental, consequential, or special damages, including but not limited to loss of profits, loss of business, data loss, or business interruption. Provider's total liability for any claim related to services provided shall not exceed the total amount paid by Client for the services giving rise to the claim.
22. Onboarding and Offboarding
Provider may charge onboarding fees to assess and document Client systems. Upon termination of services, Provider will cooperate in reasonable transition efforts. Data transfers and documentation exports may incur additional fees.
23. Term and Termination
This agreement begins on the effective date and continues until terminated by either party with 60 days written notice, unless otherwise specified in a Service Order. Certain obligations including payment, confidentiality, and limitation of liability survive termination.
24. Force Majeure
Neither party shall be liable for delays or failure to perform caused by circumstances beyond reasonable control, including but not limited to natural disasters, supply chain disruptions, vendor outages, internet outages, labor shortages, or government actions.
25. Governing Law
These Terms shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles.
26. Entire Agreement
These Terms, together with all applicable Quotes, Statements of Work, and Service Orders, represent the entire agreement between the parties.