Terms of Service

1. Agreement & Parties

These Terms of Service ("Terms") constitute a legally binding agreement between Prytania Managed Services LLC ("Prytania," "we," "us," or "our") and the business or individual ("Client," "you," or "your") that has engaged Prytania to provide managed IT services. These Terms are incorporated by reference into every Managed Services Agreement ("MSA"), Service Order, Statement of Work ("SOW"), or other engagement letter executed between the parties.

In the event of a conflict between these Terms and an MSA or SOW, the MSA or SOW will govern with respect to the specific subject matter addressed therein. Together, these Terms and any applicable MSA or SOW constitute the entire agreement between the parties regarding the services (the "Agreement").

Prytania provides IT managed services exclusively to small and medium-sized businesses. By signing or countersigning an MSA or SOW, Client represents that it is a business entity or sole proprietor engaging Prytania for legitimate commercial purposes.

2. Services Provided

The specific services, service tiers, response times, and deliverables applicable to each Client engagement will be set forth in the applicable MSA or SOW. Prytania's managed services catalog includes, but is not limited to, the following:

2.1 Helpdesk & End-User Support

• Remote and on-site technical support for end-users, including workstation troubleshooting, software installation, and peripheral device support
• Tiered helpdesk access (phone, email, ticketing portal) during agreed-upon support hours, as defined in the applicable MSA
• After-hours and emergency support subject to the response-time and on-call provisions in the applicable SOW
• User account provisioning, password resets, and access management in coordination with Client administrators

2.2 Network & Infrastructure Management

• Proactive monitoring and management of Client network equipment including routers, switches, firewalls, wireless access points, and VPN concentrators
• Network performance monitoring, alerting, and capacity planning
• Configuration management, firmware updates, and change control for in-scope network devices
• VPN setup, management, and remote-access support for Client personnel
• Out-of-scope hardware procurement, installation of new network segments, or cabling projects require a separate SOW and are subject to additional fees

2.3 Cybersecurity & Compliance

• Deployment and management of endpoint detection and response (EDR) / antivirus solutions on in-scope devices
• Security event monitoring, alerting, and incident triage for covered systems
• Patch management for operating systems and third-party applications on managed endpoints
• Vulnerability scanning and remediation guidance on an agreed schedule
• Security awareness training coordination and phishing simulation (where included in the service tier)
• Compliance advisory support for applicable frameworks (e.g., HIPAA, PCI-DSS, SOC 2 readiness) as specified in the MSA. Client acknowledges that Prytania's advisory services do not constitute legal advice, and Client is ultimately responsible for its own regulatory compliance obligations

2.4 Cloud Services & Microsoft 365 / Google Workspace

• Administration, provisioning, and ongoing management of Microsoft 365 or Google Workspace tenants, as specified
• Cloud platform monitoring, cost optimization guidance, and configuration management (Microsoft Azure, AWS, or Google Cloud, as applicable)
• Cloud backup configuration and management for covered workloads
• Cloud migration planning and execution services are project-based and governed by a separate SOW

2.5 Application & Integration Support

• Support for business-critical applications specifically listed in the MSA ("Covered Applications"), including configuration, updates, and user access management
• Coordination with third-party application vendors on behalf of Client for Covered Applications
• Integration support for connecting Covered Applications with each other or with Client's infrastructure, as scoped in the applicable SOW
• Custom software development, coding, or application development are expressly excluded unless separately agreed in writing

2.6 Out-of-Scope Work

Services not expressly described in the applicable MSA or SOW are out of scope and may be provided at Prytania's discretion subject to a separate SOW and additional fees. Out-of-scope requests will not reduce or offset Client's obligation to pay fees for in-scope services.

3. Service Levels & Response Times

Prytania will use commercially reasonable efforts to meet the response and resolution time targets set forth in the applicable MSA ("Service Level Targets" or "SLTs"). SLTs vary by issue severity and service tier. SLTs are targets, not guarantees, and are subject to the following:

• SLT clocks begin upon Prytania's receipt and acknowledgment of a properly submitted support ticket or notification
• SLTs are suspended during periods when Prytania is awaiting information, access, approvals, or materials from Client
• SLTs do not apply to outages or degradation caused by third-party providers (e.g., ISPs, cloud platforms, SaaS vendors), Client-caused incidents, or force majeure events
• Prytania's sole obligation for failure to meet an SLT is the service credit specified in the applicable MSA, which shall constitute Client's exclusive remedy for SLT misses

Support hours, emergency escalation paths, and on-call contacts are defined in the applicable MSA. Prytania reserves the right to adjust support hours with 30 days' written notice.

4. Client Responsibilities

Client's cooperation and timely action are essential to Prytania's ability to deliver quality services. Client agrees to:

• Designate a primary IT contact and provide Prytania with timely access to systems, facilities, accounts, credentials, and documentation necessary to perform the services
• Maintain a current, accurate inventory of in-scope devices and notify Prytania promptly of any additions, removals, or changes to the environment
• Promptly respond to Prytania's requests for approvals, information, or remote access; delays that prevent or impede service delivery are not attributable to Prytania
• Maintain valid licenses for all software used in Client's environment and notify Prytania of any licensing changes that may affect in-scope systems
• Implement security recommendations made by Prytania in a timely manner; failure to do so may limit Prytania's ability to provide cybersecurity guarantees or SLT commitments
• Ensure that all users of Client's systems comply with Prytania's reasonable operational requirements and refrain from actions that could introduce security risks (e.g., installing unauthorized software, disabling security agents)
• Maintain its own current, tested data backups for all critical data, independent of any backup services Prytania provides; Client assumes full responsibility for data that is not covered by an in-scope backup service
• Notify Prytania promptly of any suspected security incidents, breaches, or anomalies affecting in-scope systems

5. Fees & Payment Terms

5.1 Monthly Recurring Fees

Managed services are billed as a fixed monthly recurring fee ("MRR") or on a per-seat / per-device basis, as specified in the MSA. MRR invoices are issued at the beginning of each billing period and are due within 15 days of the invoice date. MRR covers in-scope services only; out-of-scope work is billed separately.

5.2 Project & One-Time Fees

Project-based services governed by a SOW are invoiced per the payment schedule in the SOW, typically 50% upon SOW execution and 50% upon project completion, unless otherwise stated.

5.3 Hardware & Third-Party Costs

Hardware procurement, software licenses, and third-party subscription costs facilitated by Prytania on Client's behalf are invoiced at cost plus a procurement fee as specified in the MSA. Client retains title to all hardware purchased on its behalf upon full payment.

5.4 Late Payments

Invoices not paid within 15 days of the due date are subject to a late charge of 1.5% per month (18% per annum) on the outstanding balance. Accounts that remain unpaid for 30 or more days may result in suspension of non-critical services. Accounts unpaid for 60 or more days may result in full service termination. Reinstatement of suspended services is subject to payment of all past-due amounts plus a reinstatement fee.

5.5 Price Adjustments

Prytania may adjust MRR at the start of any new contract term by providing Client with at least 60 days' prior written notice. Mid-term price increases may occur upon written notice if Client's in-scope device or seat count increases materially (by more than 10%) from the baseline defined in the MSA.

5.6 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, and similar taxes, other than taxes on Prytania's net income. Where Prytania is required by law to collect such taxes, they will appear as a separate line item on the invoice.

6. Term & Termination

6.1 Initial Term

The initial term of each MSA is as specified therein (typically 12 or 24 months). Following the initial term, the MSA automatically renews for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.

6.2 Termination for Convenience

Client may terminate an MSA for convenience during the initial term upon 60 days' written notice to Prytania, subject to payment of an early-termination fee equal to the remaining MRR for the balance of the initial term. After the initial term, either party may terminate for convenience with 60 days' written notice without an early-termination fee.

6.3 Termination for Cause

Either party may terminate the Agreement immediately upon written notice if the other party: (a) materially breaches the Agreement and fails to cure such breach within 30 days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection; or (c) engages in conduct that is fraudulent, illegal, or that poses a material security risk to the other party or its clients. Prytania may also suspend or terminate services for non-payment per Section 5.4.

6.4 Effect of Termination

Upon expiration or termination: (a) all outstanding fees for services rendered through the termination date become immediately due and payable; (b) each party will promptly return or destroy the other's Confidential Information upon written request; (c) Prytania will provide reasonable transition assistance for up to 30 days following the termination date, at Prytania's then-current hourly rates, to facilitate migration to a successor provider; and (d) any provisions of these Terms that by their nature should survive termination (including payment obligations, confidentiality, IP, and limitation of liability) will survive.

7. Intellectual Property

7.1 Prytania Tools & IP

All tools, scripts, methodologies, templates, playbooks, monitoring configurations, documentation, and know-how developed or used by Prytania in the course of providing services ("Prytania IP") remain the exclusive property of Prytania. Nothing in this Agreement grants Client any ownership interest in Prytania IP. To the extent Prytania IP is embedded in deliverables, Prytania grants Client a non-exclusive, non-transferable, royalty-free license to use such Prytania IP solely in connection with Client's own internal IT operations.

7.2 Client-Specific Deliverables

Where a SOW specifies that custom deliverables are created exclusively for Client (e.g., custom scripts, network diagrams, or documentation unique to Client's environment), and upon receipt of full payment, Prytania assigns to Client all right, title, and interest in such deliverables, excluding any underlying Prytania IP therein.

7.3 Client Systems & Data

Client retains all ownership of its systems, data, and configurations. Prytania is granted a limited license to access, use, and process Client's data solely to perform the services. Prytania will not use Client data for any other purpose.

8. Data, Security & Privacy

8.1 Data Handling

Prytania will implement and maintain commercially reasonable technical and organizational security measures appropriate to the nature of the data it accesses in the course of providing services. Prytania will not sell, rent, or share Client data with third parties except as necessary to perform the services or as required by law.

8.2 Data Backup Responsibility

Unless a backup service is expressly included in the MSA, Prytania is not responsible for data backup, recovery, or loss. Even where backup services are included, Client is strongly encouraged to maintain independent, regularly tested backups of all critical data. Prytania's liability for data loss is limited as set forth in Section 11.

8.3 Security Incident Notification

Prytania will notify Client promptly (and in any event within 72 hours) upon becoming aware of a confirmed security incident or unauthorized access to Client's in-scope systems caused by or discovered through Prytania's operations. Prytania will cooperate with Client's reasonable investigation of any such incident.

8.4 Regulatory Compliance

Client is solely responsible for ensuring its use of Prytania's services complies with all applicable laws and regulations, including industry-specific regulations such as HIPAA, PCI-DSS, CMMC, or GDPR. Where Prytania provides compliance advisory support, such support is informational only and does not constitute legal, regulatory, or compliance certification. Client should seek independent legal counsel for compliance questions.

8.5 Remote Access

In order to perform managed services, Prytania requires remote access to Client's systems via approved remote management and monitoring (RMM) tools. Client consents to the deployment of Prytania's RMM agents on in-scope devices. Prytania will use remote access solely for the purpose of delivering the services and will maintain access logs available for Client review upon request.

9. Confidentiality

Each party agrees to hold in strict confidence all non-public, proprietary, or sensitive information disclosed by the other party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information ("Confidential Information"). This includes, without limitation: Client network architecture, security posture, business processes, pricing, and personnel information; and Prytania's methodologies, toolsets, pricing structures, and client lists.

Each party agrees to: (a) use the other's Confidential Information solely to fulfill its obligations under this Agreement; (b) protect such information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (c) disclose Confidential Information only to employees or contractors who have a legitimate need to know and are bound by written confidentiality obligations no less protective than those in this Section.

Confidential Information excludes information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) must be disclosed pursuant to applicable law or court order, provided the receiving party gives prompt written notice (where legally permitted) and cooperates with the disclosing party's efforts to seek a protective order.

Confidentiality obligations survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

10. Representations & Warranties

10.1 Prytania Warranties

Prytania represents and warrants that: (a) it has the authority to enter into this Agreement; (b) services will be performed by qualified professionals in a workmanlike manner consistent with generally accepted industry standards; (c) Prytania will maintain appropriate professional liability (E&O) and general liability insurance throughout the term; and (d) Prytania will comply with all applicable laws in performing the services.

10.2 Client Warranties

Client represents and warrants that: (a) it has the authority to enter into this Agreement and to grant Prytania the access and licenses required to perform the services; (b) Client's systems and data do not contain content that is illegal or that infringes third-party rights; and (c) Client will use Prytania's services in compliance with all applicable laws, regulations, and third-party platform terms of service.

10.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, PRYTANIA PROVIDES ALL SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PRYTANIA DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL SECURITY THREATS OR VULNERABILITIES WILL BE DETECTED OR REMEDIATED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRYTANIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF PRYTANIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PRYTANIA'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PRYTANIA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations apply to claims arising from: hardware or software failure, data loss or corruption, cybersecurity incidents (including ransomware, data breaches, or unauthorized access), network outages, or third-party service failures, except to the extent such losses result from Prytania's gross negligence or willful misconduct.

Some jurisdictions do not permit the exclusion or limitation of certain categories of damages. In such jurisdictions, Prytania's liability is limited to the fullest extent permitted by law.

12. Indemnification

12.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Prytania and its members, officers, employees, and contractors from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Client's breach of this Agreement; (b) Client's violation of any applicable law or regulation; (c) any claim that Client's data or instructions to Prytania infringe a third party's intellectual property rights; or (d) Client's gross negligence or willful misconduct.

12.2 Prytania Indemnification

Prytania agrees to indemnify, defend, and hold harmless Client from and against third-party claims that the services (excluding Client-provided materials or third-party products) infringe any U.S. patent, copyright, trademark, or trade secret. Prytania's indemnification obligation is conditioned on Client: (a) providing prompt written notice of the claim; (b) granting Prytania sole control of the defense and settlement; and (c) reasonably cooperating with Prytania's defense efforts.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating any formal proceeding, the parties agree to escalate any dispute to senior management of each party and attempt resolution in good faith for a period of at least 30 days following written notice of the dispute.

13.2 Governing Law & Venue

This Agreement is governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict-of-law principles. Any dispute not resolved through informal resolution or mediation will be brought exclusively in the state or federal courts located in Orleans Parish, Louisiana, and each party irrevocably consents to personal jurisdiction in those courts.

13.3 Mediation

If informal resolution is unsuccessful, the parties agree to submit the dispute to non-binding mediation administered by a mutually agreed mediator before initiating litigation. Mediation costs will be shared equally unless the mediator determines otherwise.

13.4 Attorneys' Fees

In any legal proceeding arising out of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

14. General Provisions

14.1 Entire Agreement

This Agreement (including all MSAs, SOWs, and Service Orders) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, proposals, representations, and understandings.

14.2 Amendments

Prytania may amend these Terms by providing 30 days' written notice to Client. Amendments to an MSA or SOW require a written change order signed by authorized representatives of both parties.

14.3 Severability

If any provision of this Agreement is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

14.4 Waiver

No failure or delay by either party to exercise any right under this Agreement will constitute a waiver of that right. Any waiver must be made in writing and signed by an authorized representative of the waiving party.

14.5 Independent Contractor

Prytania is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Prytania has sole discretion over the manner and means of performing the services, subject to the deliverables and timelines in the applicable MSA or SOW. Nothing in this Agreement creates any employment relationship, and Prytania is solely responsible for its own taxes, benefits, and labor obligations.

14.6 Force Majeure

Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, cyberattacks by third parties, government actions, power failures, or telecommunications outages. The affected party must provide prompt written notice and use commercially reasonable efforts to resume performance as quickly as possible.

14.7 Subcontractors

Prytania may engage qualified subcontractors or third-party vendors to assist in delivering services, provided that Prytania remains responsible for the performance of any such subcontractors and ensures they are bound by confidentiality obligations at least as protective as those in Section 9.

14.8 Assignment

Client may not assign or transfer any rights or obligations under this Agreement without Prytania's prior written consent. Prytania may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided Prytania provides written notice to Client. Any purported assignment in violation of this section is void.

14.9 Notices

All notices under this Agreement must be in writing and are deemed delivered when: (a) sent by email with written acknowledgment of receipt; or (b) sent via certified U.S. mail, return receipt requested, to the addresses specified in the applicable MSA. Routine operational communications (e.g., support tickets) may be conducted through agreed support channels.

14.10 Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, each of which will be deemed an original. Electronic signatures (including DocuSign and similar platforms) are deemed valid and binding to the same extent as original signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

15. Contact Information

For questions about these Terms, billing inquiries, or to submit a service request, please contact Prytania Managed Services through the following channels: