Terms and Conditions

Welcome to Denovo Solutions, LLC. By engaging our IT and computer-related services, requesting project information, or using our website, you agree to comply with and be bound by the following terms and conditions. Please read these terms carefully before proceeding.

1. Acceptance of Terms

By requesting services, signing a service agreement, or utilizing any services provided by Denovo Solutions, LLC ('we,' 'us,' or 'our'), you ('Client,' 'you,' or 'your') acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, as well as our Privacy Policy.

These terms govern all IT projects, computer services, consultations, and related services provided by Denovo Solutions, LLC. If you do not agree with any part of these terms, you must not engage our services.

2. Services Provided

Denovo Solutions, LLC provides professional computer and IT-related services, including but not limited to:

• IT support and help desk services
• Network design, deployment, and management
• Cloud and infrastructure setup and maintenance
• Cybersecurity assessments and compliance support
• Software integration and custom solutions
• Technology consulting and strategy
• System administration and maintenance
• Documentation and training

All services are provided in accordance with applicable industry standards, best practices, and any agreed-upon service level agreements.

3. Service Proposals and Agreements

Proposals:

• Service proposals and estimates are valid for 30 days from the date of issuance unless otherwise specified.
• Proposals are based on information provided by the client and scope known at the time of assessment.
• Final pricing may be adjusted based on scope changes, complexity, and unforeseen circumstances.
• Acceptance of a proposal does not constitute a binding agreement until a formal service agreement is executed.

Service Agreements:

• All projects require a written service agreement signed by both parties where applicable.
• Agreements will specify the scope of work, deliverables, project timeline, payment schedule, and terms of completion.
• Any changes to the scope of work must be documented through written change orders or amendments.
• Agreements are subject to applicable laws and regulations.

4. Project Schedules and Timelines

• Project schedules are estimates based on normal working conditions and resource availability.
• We will make reasonable efforts to complete projects within the agreed timeline.
• Delays caused by third-party vendors, client-requested changes, access restrictions, or circumstances beyond our control may extend project timelines.
• We will notify clients promptly of any anticipated delays and work to minimize schedule impacts.
• Delays caused by the client (failure to provide access, delayed decisions, missing information, etc.) may result in additional charges.

5. Payment Terms

Payment Schedule:

• Payment terms will be specified in the service agreement and typically include deposits, progress payments, and final payment.
• Initial deposits are generally required before work commences and are non-refundable once services begin.
• Progress payments may be tied to completion milestones and must be paid within the timeframe specified in the agreement.
• Final payment is due upon delivery of deliverables and client acceptance.
• Failure to make timely payments may result in work stoppage, withholding of deliverables, and potential legal action.

Payment Methods:

• We accept payment via check, wire transfer, ACH, and credit cards (processing fees may apply).
• Late payments may be subject to interest charges as specified in the agreement or as allowed by law.

6. Change Orders and Scope Modifications

• Any modifications to the original scope of work must be documented through a written change order or amendment.
• Change orders will specify the nature of the change, cost adjustments, and impact on project timeline.
• Both parties must sign change orders before the additional work is performed.
• Client-requested changes may result in additional costs and schedule delays.
• Verbal agreements or informal requests will not be considered valid change orders.

7. Client Responsibilities

Clients agree to:

• Provide accurate business and system information and necessary documentation.
• Grant access to systems, networks, and premises during agreed hours for service work.
• Obtain and provide any necessary permissions or credentials for access.
• Disclose any known security issues, constraints, or compliance requirements.
• Provide relevant documentation and feedback in a timely manner.
• Notify us promptly of any concerns or issues during the project.
• Comply with payment terms as specified in the agreement.
• Maintain appropriate backups of data before we perform changes where applicable.

8. Access and Security

• Clients must provide safe and authorized access to systems and premises for service work.
• Clients should notify us of any access restrictions, security policies, or compliance requirements.
• We maintain appropriate insurance and follow security best practices in our operations.
• We are not responsible for issues arising from pre-existing conditions, misconfigurations, or third-party software.

9. Professional Standards

• All work is performed in accordance with industry best practices and agreed-upon standards.
• Deliverables are prepared to meet the scope and specifications defined in the agreement.
• We maintain professional liability insurance where applicable.
• Clients should verify that deliverables meet their specific requirements and any internal or regulatory standards.

10. Service Accuracy and Limitations

Service Accuracy:

• Services are performed using established methodologies and appropriate tools.
• Results are subject to the accuracy of information provided by the client and the agreed scope.
• Deliverables reflect conditions and configurations existing at the time of the work.

Service Limitations:

• Services are limited to the scope specified in the service agreement.
• We are not responsible for conditions or issues not included in the agreed scope of work.
• We do not guarantee uninterrupted operation of third-party systems or software.
• Services do not constitute legal, audit, or regulatory advice unless explicitly agreed in writing.

11. Deliverables and Documentation

• Deliverables will be provided in the format specified in the service agreement.
• Original deliverables remain our property until final payment is received, unless otherwise agreed.
• Digital copies may be provided in standard file formats as specified.
• Internal notes, scripts, and working files are proprietary and may not be included in deliverables.
• Clients are responsible for reviewing deliverables for accuracy and completeness.

12. Warranties and Guarantees

Professional Workmanship:

• We warrant that our services will be performed in accordance with professional standards.
• We will correct errors in our work at no additional charge if reported within 90 days of delivery.
• This warranty covers errors in our work, not errors in client-provided information or third-party systems.

Warranty Exclusions:

• Errors resulting from inaccurate or incomplete information provided by the client.
• Changes to systems or environment after the service date.
• Issues in third-party software, hardware, or services that we relied upon in good faith.
• Consequential damages or indirect losses.

13. Insurance and Liability

• Denovo Solutions, LLC maintains professional liability insurance and general liability insurance as appropriate.
• Our liability is limited to the contract value of the specific project or our professional liability insurance limits, whichever is less.
• We are not liable for damages resulting from errors in client-provided information or third-party systems.
• We are not responsible for issues caused by pre-existing conditions or circumstances beyond our control.
• Clients should consult with their insurance providers regarding coverage as needed.

14. Record Retention

• We maintain project records in accordance with applicable regulations and business practices.
• Service records may be retained for extended periods as required by law or agreement.
• Clients may request copies of service records, which may be subject to reproduction fees.
• Internal notes and working files remain our proprietary property.

15. Project Completion and Acceptance

Delivery of Services:

• Services are considered complete upon delivery of agreed-upon deliverables.
• Clients have a reasonable period to review deliverables and report any errors or concerns.
• Final payment is due upon delivery and acceptance of deliverables, unless otherwise specified.

Client Acceptance:

• Acceptance of deliverables constitutes acknowledgment that services meet the agreed scope of work.
• Clients are responsible for reviewing deliverables for accuracy and completeness.
• We will address legitimate concerns and correct errors in our work as specified in Section 12.

16. Dispute Resolution

In the event of disputes arising from these terms or our services:

• Both parties agree to first attempt resolution through good faith negotiations.
• If negotiations fail, disputes will be resolved through binding mediation before a neutral mediator.
• If mediation is unsuccessful, disputes will be resolved through binding arbitration in accordance with applicable arbitration rules.
• The prevailing party in arbitration may be awarded reasonable attorney's fees and costs.
• Both parties waive the right to jury trial and class action litigation, to the extent permitted by law.

17. SMS Text Messaging Terms

Opt-In and Consent:

By providing your mobile phone number and opting in to receive text messages from Denovo Solutions, LLC, you consent to receive transactional and informational SMS messages, which may include:

• Project status updates and completion notifications
• Appointment scheduling and reminders
• Schedule changes and service updates
• Document or deliverable notifications
• Payment reminders and invoice notifications
• Important service information and updates

Message Frequency and Charges:

• Message frequency varies based on project activity and your opt-in preferences.
• Standard message and data rates from your mobile carrier may apply.
• We do not charge for text messages, but your carrier's rates may apply.

Opt-Out Instructions:

• You may opt out of text messages at any time by replying "STOP" to any message.
• You will receive a confirmation message upon successful opt-out.
• After opting out, you will no longer receive SMS messages unless you re-opt in.
• Opting out does not affect your contractual obligations or project communications via other methods.

Help and Support:

• Reply "HELP" to any message for assistance.
• Contact us at info@denovosol.com or (626) 988-8737 for additional support.

Data Protection:

We do NOT share your phone number or opt-in data with third parties for marketing purposes. Your SMS opt-in information is kept strictly confidential in accordance with our Privacy Policy.

18. Force Majeure

• Neither party shall be liable for delays or failure to perform due to circumstances beyond reasonable control.
• Force majeure events include natural disasters, pandemics, wars, strikes, government actions, widespread outages, and similar events.
• We will notify clients promptly of force majeure events affecting project timelines.
• Project timelines will be extended by the duration of the force majeure event.

19. Termination

Termination by Client:

• Clients may terminate the agreement for convenience with written notice.
• Upon termination, clients must pay for all work completed, time expended, and reasonable termination costs.
• Deposits and progress payments are non-refundable.
• Deliverables will not be provided until all outstanding payments are received.

Termination by Denovo Solutions, LLC:

• We may terminate the agreement if the client fails to pay, refuses access, or breaches material agreement terms.
• We will provide written notice and opportunity to cure before terminating for client default.
• Upon termination for cause, all outstanding payments become immediately due.

20. Governing Law

These Terms and Conditions and all service agreements shall be governed by and construed in accordance with applicable state and federal laws. Any legal actions must be brought in the appropriate jurisdiction as specified in the service agreement or as required by law.

21. Modifications to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective immediately upon posting to our website.

• We will update the "Last Updated" date at the top of this page when changes are made.
• For active projects, existing agreements will remain subject to the terms in effect at agreement signing.
• New projects will be subject to the current terms at the time of agreement execution.
• It is your responsibility to review these terms periodically for updates.

22. Severability

If any provision of these Terms and Conditions is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

23. Entire Agreement

These Terms and Conditions, together with any service agreements, proposals, and our Privacy Policy, constitute the entire agreement between you and Denovo Solutions, LLC regarding the provision of IT and computer-related services, superseding any prior agreements or understandings.

24. Contact Information

If you have any questions about these Terms and Conditions or our services, please contact us:

By engaging our services or using our website, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.