Terms of Service
Last updated: October 2026
1. Agreement to Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between Nodexis Solutions LLC (“Nodexis Solutions,” “we,” “us,” or “our”) and the individual or entity (“Client,” “you,” or “your”) purchasing or receiving managed IT services from us.
By executing a Service Agreement, Statement of Work, or otherwise engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into this agreement on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms.
These Terms apply to all managed IT services, cybersecurity solutions, help desk support, cloud management, and any ancillary services provided by Nodexis Solutions. In the event of a conflict between these Terms and a separately executed Service Agreement, the Service Agreement shall govern.
2. Services
Nodexis Solutions provides managed IT services as described in the applicable Service Agreement or Statement of Work (“SOW”). Services may include, but are not limited to:
- Managed endpoint monitoring and management
- Cybersecurity solutions including threat detection, email security, and vulnerability management
- Cloud infrastructure and Microsoft 365 administration
- Help desk and user support
- Network monitoring and management
- Backup and disaster recovery services
- Compliance advisory and documentation support
- IT consulting and project-based work as defined in individual SOWs
The specific scope, deliverables, and service levels for each engagement are defined in the applicable Service Agreement or SOW. Services not expressly included in such documents are considered out of scope and may be subject to additional fees.
3. Service Term & Renewal
Managed service agreements are offered on a monthly or annual basis as specified in the applicable Service Agreement. Unless otherwise stated:
- Month-to-month agreements continue on a rolling monthly basis until terminated by either party with thirty (30) days' written notice.
- Annual agreements renew automatically for successive one-year terms unless written notice of non-renewal is provided at least thirty (30) days prior to the renewal date.
- Nodexis Solutions reserves the right to adjust pricing upon renewal with at least thirty (30) days' written notice prior to the renewal date.
4. Fees & Billing
4.1 Service Fees
Service fees are set forth in the applicable Service Agreement or SOW. Monthly recurring fees are billed in advance at the beginning of each billing cycle. Project-based, one-time, and overage fees are billed upon completion or as otherwise agreed in writing.
4.2 Invoicing & Payment Terms
All invoices issued by Nodexis Solutions are due within Net 30 days from the invoice date unless an alternative payment schedule is expressly agreed upon in writing. Invoices are delivered electronically to the billing contact on file.
Accepted payment methods include ACH/bank transfer, major credit cards (Visa, Mastercard, American Express, Discover), and check. Credit card payments may be subject to a processing fee of up to three percent (3%), which will be disclosed at the time of payment.
Clients are responsible for maintaining accurate and current billing contact information. Failure to receive an invoice due to outdated contact details does not relieve the Client of payment obligations.
4.3 Late Payments
Invoices not paid within the Net 30 payment term are considered past due. The following applies to overdue balances:
- A late fee of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, will be assessed on all balances outstanding beyond Net 30.
- Nodexis Solutions reserves the right to suspend non-critical services after thirty (30) days of non-payment and to suspend all services after sixty (60) days of non-payment, without liability for resulting disruption.
- Reinstatement of suspended services may require payment of all outstanding balances, applicable late fees, and a reinstatement fee.
- Accounts referred to collections will be responsible for all reasonable collection costs, including attorney's fees.
4.4 Disputed Invoices
If Client disputes any portion of an invoice, Client must notify Nodexis Solutions in writing within ten (10) business days of the invoice date, identifying the disputed amount and the basis for the dispute. Undisputed amounts remain due and payable in accordance with standard payment terms. Nodexis Solutions will review and respond to documented billing disputes within ten (10) business days of receipt. Disputes not raised within the stated period will be deemed waived.
4.5 Taxes
All fees are exclusive of applicable federal, state, and local taxes, including sales tax, use tax, and similar levies. Where required by law, applicable taxes will be itemized on invoices and are the Client’s responsibility. Clients claiming tax-exempt status must provide a valid exemption certificate prior to invoicing.
5. Refund Policy
5.1 Monthly Recurring Services
Monthly recurring service fees are non-refundable once the billing period has commenced. Because managed services involve resource allocation, tooling, and staffing commitments made in advance, partial-month refunds are not issued for early termination mid-cycle.
5.2 Annual Prepaid Services
Clients who prepay for annual service agreements may request a prorated refund for unused full months remaining following the effective date of termination, less any applicable early termination fees specified in the Service Agreement. Partial months are not refundable. Refunds under this provision are issued within thirty (30) calendar days of the termination effective date, net of any outstanding balances owed to Nodexis Solutions.
5.3 Project & One-Time Fees
Fees for completed project work, one-time setup, onboarding, and similar non-recurring services are non-refundable upon completion of the work. If a project is cancelled by the Client prior to completion, fees for work completed through the cancellation date are due and payable; any prepaid amounts in excess of completed work may be refunded at Nodexis Solutions’ discretion based on resource and time allocation.
5.4 Service Credits
In the event that Nodexis Solutions fails to meet service level commitments defined in a Service Agreement, Client’s sole remedy is a service credit as defined in that agreement. Service credits are applied to future invoices and are not redeemable for cash.
5.5 Third-Party Costs
Fees paid to third-party vendors on behalf of the Client — including but not limited to software licenses, cloud subscriptions, hardware, and security tools — are subject to the refund policies of those respective vendors and are generally non-refundable by Nodexis Solutions. Nodexis Solutions will make reasonable efforts to recover third-party refunds where available and pass them through to the Client.
5.6 Refund Process
To request a refund or service credit, Client must submit a written request to [email protected] within thirty (30) days of the relevant invoice date or service event. Approved refunds will be processed to the original payment method within thirty (30) calendar days of approval. Refunds issued to credit cards may take an additional 5–10 business days to appear depending on the card issuer.
6. Client Responsibilities
To enable Nodexis Solutions to perform services effectively, Client agrees to:
- Provide timely access to systems, networks, credentials, and personnel as reasonably requested
- Designate a primary point of contact authorized to approve changes and communicate on behalf of the organization
- Maintain accurate and current billing and contact information
- Promptly report security incidents, system issues, or policy concerns to Nodexis Solutions
- Comply with the Nodexis Solutions Acceptable Use Policy and all applicable laws and regulations
- Ensure that end users within Client's organization are aware of and adhere to applicable policies
- Maintain any software licenses, subscriptions, or vendor agreements necessary for services that fall outside the scope of the Nodexis Solutions agreement
Nodexis Solutions shall not be held liable for service degradation, delays, or failures arising from Client’s failure to fulfill the above responsibilities.
7. Confidentiality
Each party agrees to hold in strict confidence all Confidential Information disclosed by the other party. “Confidential Information” means any non-public information relating to business operations, pricing, technology, client data, security configurations, or other proprietary matters disclosed in connection with the services.
Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law or court order. Both parties shall use Confidential Information solely for the purpose of performing their obligations under these Terms. This obligation survives termination of the engagement for a period of three (3) years.
8. Data & Privacy
In the course of providing services, Nodexis Solutions may access, process, or store Client data and personal information relating to Client’s employees, customers, or operations. Nodexis Solutions handles such data in accordance with its Privacy Policy and any applicable data processing agreement.
Client retains ownership of all Client data. Nodexis Solutions will not sell, share, or use Client data for purposes other than delivering the agreed services. Upon termination, Nodexis Solutions will make reasonable efforts to return or securely delete Client data as directed, subject to legal retention obligations.
9. Intellectual Property
All tools, methodologies, scripts, templates, and documentation developed by Nodexis Solutions remain the exclusive intellectual property of Nodexis Solutions, regardless of whether they were developed specifically for the Client. Client is granted a limited, non-exclusive, non-transferable license to use deliverables provided under a SOW solely for internal business purposes.
Client data and content provided to Nodexis Solutions remains the property of the Client. Nothing in these Terms transfers ownership of Client intellectual property to Nodexis Solutions.
10. Limitation of Liability
To the maximum extent permitted by applicable law, Nodexis Solutions’ total cumulative liability arising out of or related to these Terms or the services shall not exceed the total fees paid by Client to Nodexis Solutions in the three (3) months immediately preceding the event giving rise to the claim.
In no event shall Nodexis Solutions be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of data, loss of revenue, loss of business opportunity, or reputational harm, whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages.
These limitations apply regardless of the form of action and shall survive failure of any limited remedy. Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability; in such cases, liability will be limited to the fullest extent permitted by law.
11. Warranty Disclaimer
Services are provided on an “as-is” and “as-available” basis. Nodexis Solutions makes no representations or warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Nodexis Solutions does not warrant that services will be uninterrupted, error-free, or completely secure. No cybersecurity solution can guarantee absolute protection against all threats; our obligation is to apply reasonable industry-standard controls and practices.
12. Termination
12.1 Termination for Convenience
Either party may terminate a month-to-month service agreement with thirty (30) days’ written notice. Annual agreements may be terminated for convenience with thirty (30) days’ written notice prior to the renewal date; mid-term termination may be subject to early termination fees as defined in the applicable Service Agreement.
12.2 Termination for Cause
Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or enters bankruptcy proceedings; or (c) engages in fraudulent, illegal, or abusive conduct in connection with the services.
Nodexis Solutions may terminate or suspend services immediately, without notice, for non-payment beyond sixty (60) days, material violation of the Acceptable Use Policy, or activities that threaten the security or integrity of managed environments.
12.3 Effect of Termination
Upon termination: all outstanding fees become immediately due and payable; Client access to Nodexis Solutions-managed portals and tools will be revoked; Nodexis Solutions will provide reasonable transition assistance at its standard rates upon request; and both parties’ confidentiality and indemnification obligations survive termination.
13. Indemnification
Client agrees to indemnify, defend, and hold harmless Nodexis Solutions and its officers, employees, contractors, and agents from and against any claims, damages, losses, and expenses (including reasonable attorney’s fees) arising from: (a) Client’s breach of these Terms; (b) Client’s violation of applicable law; (c) misuse of the services by Client or its users; or (d) claims by third parties relating to Client data or business operations.
14. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, government action, power or internet outages, or third-party infrastructure failures. The affected party must provide prompt written notice of a force majeure event and use commercially reasonable efforts to resume performance as soon as practicable.
15. Governing Law & Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-law principles. Any dispute arising under these Terms shall first be submitted to good-faith negotiation between the parties. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with proceedings conducted in Aurora, Colorado. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.
16. General Provisions
- Entire Agreement: These Terms, together with the applicable Service Agreement or SOW and any incorporated policies, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior negotiations, representations, or agreements.
- Amendments: Nodexis Solutions reserves the right to amend these Terms at any time. Clients will be notified of material changes at least thirty (30) days in advance. Continued use of services after the effective date of an amendment constitutes acceptance.
- Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
- Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of future enforcement rights.
- Assignment: Client may not assign these Terms or any rights hereunder without prior written consent from Nodexis Solutions. Nodexis Solutions may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
- Notices: All formal notices must be in writing and delivered to the contact information on file for each party. Email notices to designated billing or legal contacts are deemed received upon confirmation of delivery.
17. Contact Us
Questions regarding these Terms of Service, billing inquiries, or refund requests should be directed to:
Ste A12 #175
Aurora, CO 80013