Clear expectations for professional technology services.

1. Agreement and authority

These Business Service Terms (“Terms”) apply between ZeroPoint Technology LLC (“ZeroPoint”) and the business or organization receiving services (“Customer”). A service relationship begins only when the parties accept a proposal, statement of work, order form, managed services agreement, or other written service document, or when ZeroPoint begins authorized work at Customer’s request.

The agreement for an engagement consists of the applicable signed agreement, statement of work, proposal or order form, these Terms, and approved change orders. If documents conflict, a signed master agreement controls, followed by the applicable statement of work or order form, an accepted proposal, these Terms, and then general website descriptions.

2. Services and scope

ZeroPoint provides only the services, deliverables, locations, systems, users, devices, response commitments, and other responsibilities identified in the applicable service document. Services may include managed IT, help desk and onsite support, network engineering, Wi-Fi and access-point work, structured cabling and low-voltage infrastructure, Microsoft 365, cloud administration, voice and VoIP, cybersecurity, backups, consulting, and project services.

Work outside the agreed scope requires written approval. A change order may adjust fees, materials, responsibilities, or schedule. Website descriptions are general capabilities and do not expand a specific engagement.

3. Managed and recurring services

Any recurring term, included users or devices, support hours, response targets, service levels, maintenance windows, included onsite time, exclusions, renewal terms, and cancellation requirements will be stated in the applicable managed services agreement, order form, or statement of work.

ZeroPoint does not provide guaranteed 24/7 monitoring, emergency response, incident response, or response and resolution times unless the applicable service document expressly includes them. No subscription automatically renews unless Customer has expressly accepted written renewal terms.

4. Projects, onsite work and low-voltage services

Project schedules and estimates are based on visible site conditions and the information available when scoped. Concealed pathways, inaccessible spaces, undocumented cabling, hazardous materials, building restrictions, power limitations, code issues, or other unknown conditions may require a change in scope or schedule.

Customer will provide safe and timely site access and obtain owner, landlord, building-management, or other approvals unless the applicable service document assigns that responsibility to ZeroPoint. Permits, inspections, electrical work, fire-alarm work, construction repair, painting, and restoration are excluded unless expressly included. ZeroPoint may stop work if conditions are unsafe or if requested work would violate applicable requirements.

Testing, labeling, documentation, cleanup, materials, travel, and disposal are included only to the extent stated in the applicable service document.

5. Customer responsibilities

• Provide accurate information, timely decisions, and an authorized point of contact.
• Confirm authority over every site, account, device, system, and data set included in the work.
• Provide safe physical access, suitable power and environmental conditions, and required building or vendor coordination.
• Maintain current, recoverable backups before configuration changes unless backup services are expressly included.
• Identify regulated, confidential, safety-critical, life-safety, or operationally sensitive systems before work begins.
• Review and approve changes that may interrupt operations.
• Provide credentials only through a secure method approved by ZeroPoint—not through the website contact form or ordinary email.
• Maintain required licenses, subscriptions, warranties, and vendor support.

ZeroPoint is not responsible for delay or additional cost caused by inaccurate information, unavailable personnel, denied access, unsupported equipment, undisclosed conditions, vendor restrictions, or Customer’s failure to meet these responsibilities.

6. Fees, invoices and payment

Fees, deposits, recurring charges, payment milestones, due dates, approved expenses, taxes, and material costs are established in the applicable service document or invoice. Customer will pay undisputed amounts by the stated due date and will notify ZeroPoint promptly of a good-faith invoice dispute with enough detail for review.

ZeroPoint may pause scheduling, procurement, or services while an undisputed payment is overdue. Customer remains responsible for completed work and approved, noncancelable commitments, including specially ordered hardware, licensing, shipping, and third-party fees. Recurring charges or automatic renewal apply only when expressly accepted in writing.

7. Scheduling, changes and termination

Schedules are estimates unless a service document expressly states otherwise. Customer and third-party delays reasonably extend applicable dates. After-hours, emergency, accelerated, or rescheduled work may affect cost or timing when disclosed and approved.

Either party may request a written change order. Unless a service document provides different cancellation terms, Customer may cancel unstarted work but remains responsible for completed planning, work already performed, and approved noncancelable commitments. Either party may terminate for a material breach that remains uncured after reasonable written notice. Managed-service cancellation and transition obligations are governed by the applicable service document.

8. Hardware, software and third-party providers

Hardware, software, licensing, subscriptions, carrier services, cloud platforms, and other third-party products are governed by their manufacturers’ or providers’ terms. Returns, credits, replacement, and warranty remedies are subject to applicable vendor policies. ZeroPoint does not control and is not responsible for vendor outages, product discontinuation, licensing changes, security defects, or feature changes outside ZeroPoint’s reasonable control.

Ownership of procured equipment and any related payment conditions will be stated in the applicable proposal or invoice. Customer authorizes ZeroPoint to coordinate with identified vendors as reasonably necessary for the engagement.

9. System access, data and backups

Customer authorizes ZeroPoint to access and make changes to the systems and accounts identified in the applicable service document. ZeroPoint will use access only to deliver and support the agreed services and may require named accounts, multifactor authentication, or other reasonable safeguards.

Unless expressly included, Customer is responsible for backups, data retention, recovery testing, and business-continuity plans. ZeroPoint is not responsible for pre-existing corruption, undisclosed configuration problems, unsupported systems, or data loss caused by Customer, a vendor, malware, hardware failure, or circumstances outside ZeroPoint’s reasonable control. Customer should disable temporary access that is no longer required.

10. Cybersecurity and compliance limitations

• Assessments are point-in-time evaluations based on accessible systems and information provided.
• Security controls reduce risk but cannot guarantee prevention or detection of every incident.
• A vulnerability assessment is not a penetration test unless expressly stated.
• Compliance-readiness services are practical guidance, not legal advice, certification, or an audit opinion.
• ZeroPoint is not an insurer, law firm, 24/7 security operations center, or emergency responder unless a separate agreement expressly states otherwise.
• New vulnerabilities, vendor changes, and post-completion changes are outside an earlier project’s scope.

11. Confidentiality and privacy

Each party will use reasonable care to protect the other party’s nonpublic business, security, technical, and customer information and will use it only for the engagement. This obligation does not cover information already lawfully known, independently developed, publicly available without breach, or required to be disclosed by law.

ZeroPoint may use qualified employees, subcontractors, and service providers who need access to perform the services and who are subject to appropriate confidentiality obligations. Each party will notify the other promptly of a suspected unauthorized disclosure relevant to the engagement. Website information is handled as described in the Privacy Notice. Engagement-specific data-processing requirements must be stated in writing.

12. Deliverables and intellectual property

After full payment, Customer may use engagement-specific reports, diagrams, configurations, and documentation for its internal business purposes. ZeroPoint retains ownership of pre-existing materials, templates, methodologies, scripts, tools, automation, and generalized skills or knowledge. Third-party materials remain subject to their applicable licenses.

Neither party may use the other party’s name, logo, testimonial, project images, or project details publicly without permission.

13. Professional standard, completion and warranty

ZeroPoint will perform services professionally and with reasonable care. Project completion occurs when the agreed work and deliverables have been provided. Customer should identify any material in-scope deficiency promptly and provide enough detail for evaluation. ZeroPoint will have a reasonable opportunity to correct a substantiated deficiency.

Customer’s primary remedy for a substantiated service deficiency is re-performance or correction of the affected in-scope service. Except for this commitment, applicable manufacturer warranties, and any express written warranty, services and deliverables are provided without additional warranties to the maximum extent permitted by law.

14. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenues, goodwill, or business opportunities. ZeroPoint’s aggregate liability arising from an engagement will not exceed the fees Customer paid to ZeroPoint for the affected project or, for recurring services, the fees paid for the affected service during the twelve months preceding the event giving rise to the claim.

These limitations do not apply to fraud, willful misconduct, gross negligence, breach of confidentiality, infringement of the other party’s intellectual property, or liability that applicable law does not permit the parties to limit.

15. Events outside reasonable control

Neither party is liable for delay caused by events beyond reasonable control, including utility or internet failures, disasters, government actions, labor disruptions, supply shortages, widespread cyberattacks, or vendor outages. The affected party will provide reasonable notice and resume performance when practicable.

16. Governing law and disputes

The parties will first attempt in good faith to resolve a dispute through direct discussion for 30 days after written notice. Nevada law governs without regard to conflict-of-law rules. State and federal courts located in Clark County, Nevada will have exclusive jurisdiction, and each party consents to venue there.

17. Electronic records and notices

The parties agree that agreements, approvals, change orders, notices, and signatures may be created and delivered electronically. Electronic acceptance has the same intended effect as acceptance on paper. Customer will provide a working business email address and should retain accepted service documents and related records.

Formal notices to ZeroPoint may be sent to contact@zeropointtech.net. ZeroPoint may send notices to the business contact identified in the applicable service document.

18. General provisions

Neither party may assign an engagement without the other’s consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. ZeroPoint may use qualified subcontractors while remaining responsible for the services it has agreed to provide. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the remainder continues in effect. Headings are for convenience.

The parties’ accepted service documents and these Terms form the complete agreement concerning the engagement and replace prior discussions about that engagement. Amendments must be contained in a written record accepted by authorized representatives.