Terms of Service

1. Acceptance of Terms

Welcome to Topline Systems Maintenance ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the services, website, and any related platforms provided by Topline Systems Maintenance, located at 414 Churchill Ct, Elizabethtown, KY 42701. By engaging our services, accessing our website, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not agree with any provision of these Terms, you must not use our services or access our website.

We reserve the right to update, modify, or replace any part of these Terms at our sole discretion. Material changes will be communicated to active clients via email or through notices posted on our website. Your continued use of our services following any changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for updates.

2. Description of Services

Topline Systems Maintenance provides professional IT systems maintenance, monitoring, and technical support services for business digital infrastructure. Our services are designed to maintain the stability, security, and performance of internal IT environments.

2.1 Core Service Offerings

Our service portfolio includes, but is not limited to, the following categories:

• Network Connectivity Monitoring: Continuous tracking of business network uptime, bandwidth utilization, and connectivity performance. We identify and resolve connectivity bottlenecks, monitor switch and router health, and provide real-time alerting for network anomalies and outages.
• Software Configuration Management: Standardization, deployment, and ongoing management of software settings, configurations, and policies across internal workstation environments. This includes application deployment, configuration baseline management, and compliance monitoring.
• Database Performance Audits: Systematic evaluation and optimization of database systems including query performance analysis, index optimization, record integrity verification, storage capacity planning, and performance trend reporting.
• Hardware Lifecycle Tracking: Comprehensive monitoring and management of the complete lifecycle of office hardware assets from procurement through retirement, including maintenance scheduling, warranty tracking, asset inventory management, and replacement planning.
• Security Patch Deployment: Implementation of routine software updates, security patches, firmware updates, and hotfixes to maintain internal system stability, close security vulnerabilities, and ensure compliance with industry best practices.
• System Health Monitoring: Continuous 24/7 monitoring of critical system metrics including CPU utilization, memory usage, disk performance, service availability, and environmental conditions with automated alerting and incident escalation.

2.2 Service Delivery

Services are delivered remotely via secure encrypted connections unless on-site support is specifically included in your service agreement. All remote access sessions are logged, time-stamped, and auditable. We use industry-standard remote management tools that comply with applicable security standards and best practices.

On-site services, when applicable, are available within the Elizabethtown, Kentucky metropolitan area and surrounding Hardin County region. Travel outside of this area may be subject to additional travel fees and scheduling considerations as outlined in your service agreement.

2.3 Service Level Agreements

Specific service level agreements (SLAs) including response times, resolution targets, uptime guarantees, and escalation procedures are defined in individual client service agreements. The SLA applicable to your organization depends on the service tier selected (Essentials, Business Pro, or Infrastructure Enterprise) and any custom terms negotiated during the contracting process.

3. Client Obligations and Responsibilities

To enable us to deliver our services effectively, you agree to the following obligations and responsibilities:

• Provide accurate and complete information about your IT infrastructure, including network diagrams, system inventories, and access credentials as reasonably required for service delivery.
• Maintain reasonable physical security of hardware assets and network infrastructure components within your premises.
• Notify us promptly of any material changes to your IT environment, including new hardware deployments, software installations, network modifications, or personnel changes that may affect service delivery.
• Ensure that designated contact personnel are available during agreed-upon business hours to coordinate maintenance activities and approve changes.
• Provide remote access to systems as required through agreed-upon secure channels, including VPN access, remote management agent installation, or other connectivity methods.
• Maintain current and valid software licenses for all applications and operating systems within the scope of our maintenance services.
• Implement reasonable backup procedures for critical data. While our services aim to prevent data loss, maintaining independent backup solutions is the client's responsibility.
• Pay all invoices in accordance with the payment terms outlined in your service agreement and Section 5 of these Terms.

4. Service Agreements and Terms of Engagement

4.1 Agreement Structure

Services are provided under individual service agreements that specify the scope, duration, pricing, and specific terms applicable to each client engagement. These Terms of Service serve as the general terms that apply to all client relationships and are incorporated by reference into each service agreement.

4.2 Evaluation Period

All new service engagements include a 30-day evaluation period beginning on the service activation date. During this period, either party may terminate the agreement with 7 days written notice. The evaluation period allows both parties to assess the service fit and make any necessary adjustments to the scope or approach.

4.3 Contract Duration

Following the evaluation period, services continue on a month-to-month basis unless an annual agreement has been executed. Month-to-month services may be terminated by either party with 30 days written notice delivered to the other party. Annual agreements include discounted pricing and are subject to the renewal and termination provisions specified in the applicable service agreement.

4.4 Scope Changes

Changes to the scope of services, including additions, modifications, or reductions, must be documented in writing and agreed upon by both parties. Scope changes may result in adjustments to pricing and service level commitments. We will provide a written change order detailing the impact of any proposed scope changes before implementation.

5. Pricing and Payment Terms

5.1 Service Fees

Service fees are based on the selected service tier and scope of services as defined in your service agreement. Current base pricing for standard service tiers is published on our website and is subject to change with 60 days written notice to existing clients. Custom pricing may be negotiated for enterprise engagements or non-standard service requirements.

5.2 Payment Schedule

Service fees are billed monthly in advance. Invoices are generated on the first business day of each month and are due within 15 days of the invoice date. We accept payment via ACH bank transfer, company check, or major credit cards. Payment processing fees for credit card transactions may apply.

5.3 Late Payment

Payments not received within 15 days of the due date are considered late. Late payments may be subject to a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. We reserve the right to suspend services for accounts with balances overdue by more than 30 days, following written notice to the client.

5.4 Taxes

All stated fees are exclusive of applicable taxes, levies, and duties. You are responsible for all applicable taxes associated with the services, excluding taxes based on our net income. If we are required to collect or remit taxes on your behalf, the applicable tax amounts will be added to your invoice.

6. Intellectual Property

All tools, scripts, methodologies, documentation, reporting templates, monitoring configurations, and other intellectual property developed by Topline Systems Maintenance remain the exclusive property of the Company. Clients are granted a limited, non-exclusive, non-transferable license to use any deliverables provided as part of the services during the term of the service agreement.

Any pre-existing intellectual property owned by the client, including but not limited to proprietary software, databases, configurations, and business processes, remains the exclusive property of the client. We do not claim any ownership interest in client data, configurations, or systems.

7. Confidentiality

Both parties acknowledge that in the course of service delivery, each party may receive or have access to confidential information of the other party. "Confidential Information" includes, but is not limited to, business plans, financial information, technical data, system architectures, network diagrams, access credentials, customer data, trade secrets, and any information designated as confidential.

Each party agrees to maintain the confidentiality of the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may only be disclosed to employees, contractors, or agents who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as those contained in these Terms.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOPLINE SYSTEMS MAINTENANCE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total aggregate liability arising out of or relating to these Terms or the services shall not exceed the total fees paid by the client to Topline Systems Maintenance during the twelve (12) month period immediately preceding the event giving rise to the claim. This limitation of liability applies to all claims in the aggregate, including without limitation, claims based on breach of contract, breach of warranty, negligence, or any other legal theory.

Notwithstanding the foregoing, nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited by applicable law.

9. Indemnification

You agree to indemnify, defend, and hold harmless Topline Systems Maintenance, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorney's fees) arising from: (a) your breach of these Terms; (b) your violation of any applicable law or regulation; (c) your negligent or wrongful acts or omissions; or (d) any dispute between you and any third party relating to the services.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, embargoes, acts of governmental authorities, power failures, internet outages, telecommunications failures, fire, flood, earthquake, or other catastrophic events. The affected party shall provide prompt notice to the other party and shall use commercially reasonable efforts to minimize the impact of the force majeure event.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States of America, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or the services shall be subject to the exclusive jurisdiction of the state and federal courts located in Hardin County, Kentucky.

Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of not less than 30 days following written notice of the dispute. If the dispute cannot be resolved through negotiation, either party may pursue its rights and remedies under applicable law.

12. Termination

Either party may terminate the service agreement: (a) for convenience with 30 days written notice (or 7 days during the evaluation period); (b) for cause if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving written notice of the breach; or (c) immediately if the other party becomes insolvent, files for bankruptcy, or ceases normal business operations.

Upon termination, we will provide a reasonable transition period (not to exceed 30 days) to facilitate the orderly transfer of systems, data, and responsibilities. All access credentials provided to us will be returned or destroyed, and final invoices will be issued for any outstanding service fees.

13. Miscellaneous Provisions

Entire Agreement: These Terms, together with any applicable service agreements and change orders, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

Severability: If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.

Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

Notices: All notices required or permitted under these Terms shall be in writing and shall be delivered via email with confirmed receipt, certified mail, or recognized overnight courier to the addresses specified in the applicable service agreement.