These Terms & Conditions (“Terms”) govern the provision of services, sale of hardware, and related support by Kaizen IT Solutions LLC (“Kaizen IT Solutions,” “we,” “us,” or “our”) to its customers (“Customer,” “you,” or “your”). By engaging our services, purchasing hardware through us, or otherwise using our offerings, you agree to these Terms. These Terms are supplemented by any signed service agreement, statement of work (“SOW”), quote, or order form between you and Kaizen IT Solutions. Where a signed agreement conflicts with these Terms, the signed agreement controls.
1. Definitions
- Services — managed IT, cybersecurity, cloud and infrastructure, consulting, and related support services provided by Kaizen IT Solutions.
- Hardware — physical equipment sold, resold, or procured by Kaizen IT Solutions on your behalf.
- Support — assistance provided in connection with Services or Hardware, as described in an applicable SOW, service plan, or support agreement.
- Service Agreement / SOW — a document describing the specific scope, deliverables, service levels, and fees for an engagement.
2. Services
Kaizen IT Solutions will provide the Services described in the applicable Service Agreement or SOW with reasonable skill and care, consistent with prevailing industry standards. Specific scope, deliverables, response targets, and service levels are defined per engagement. Any work outside an agreed scope may be treated as a separate, billable request.
Service levels, response times, and availability commitments (if any) are set out in the applicable Service Agreement or SLA.
3. Hardware Sales
- Orders and pricing. Hardware is provided per quote or order form. Prices are valid for the period stated on the quote and may be subject to change due to supplier pricing, availability, or currency fluctuations prior to acceptance.
- Payment. Hardware may require payment in full or a deposit prior to procurement.
- Title and risk of loss. Title to Hardware passes to you upon full payment. Risk of loss passes upon delivery to you or your designated location.
- Warranties. Hardware is covered by the manufacturer’s warranty, if any. Kaizen IT Solutions passes through manufacturer warranties but does not itself warrant Hardware except as expressly stated.
- Returns and RMA. Hardware returns are subject to the manufacturer’s and supplier’s return policies, including any restocking fees.
4. Customer Responsibilities
To enable us to deliver Services and Support effectively, you agree to:
- Provide timely, accurate information and reasonable access to systems, facilities, personnel, and credentials necessary for the Services.
- Designate an authorized point of contact empowered to make decisions and approve requests.
- Maintain appropriate licensing for your software and third-party services, and comply with all applicable third-party terms.
- Use the Services and Hardware lawfully and not for any unlawful, infringing, or abusive purpose.
- Maintain your own backups unless backup is expressly included in an agreed Service scope, and cooperate with recommended security and maintenance practices.
- Promptly review and respond to communications, recommendations, and approvals reasonably required for the Services.
Delays or issues arising from your failure to meet these responsibilities are not the responsibility of Kaizen IT Solutions and may affect service delivery, timelines, or outcomes.
5. Fees and Payment
- Fees are as stated in the applicable Service Agreement, SOW, quote, or plan.
- Payments are due based on the terms defined on each invoice or otherwise agreed.
- Late payments may accrue interest at rate / as permitted by Florida law, and may result in suspension of Services after reasonable notice.
- Fees are exclusive of applicable taxes, which are your responsibility except where prohibited by law.
6. Term and Termination
These Terms apply for the duration of your engagement. Either party may terminate an engagement as set out in the applicable Service Agreement.
Upon termination, you remain responsible for fees incurred through the effective date of termination. We will, on request and subject to payment of outstanding fees, provide reasonable assistance with transition of your data and systems.
7. Confidentiality
Each party may receive confidential information of the other. Both parties agree to protect the other’s confidential information with reasonable care, use it only to perform under these Terms, and not disclose it except to those with a need to know who are bound by comparable obligations, or as required by law.
8. Data Protection and Privacy
Our handling of personal and customer data is described in our Privacy Statement, which forms part of these Terms. We process customer data only as necessary to provide and support the Services and Hardware you have requested.
9. Intellectual Property
All pre-existing intellectual property remains the property of its owner. Unless otherwise agreed in writing, tools, methodologies, templates, and know-how used by Kaizen IT Solutions remain our property. Deliverables specifically created for you are licensed or assigned as stated in the applicable SOW.
10. Third-Party Products and Services
The Services may involve third-party products, software, cloud platforms, or vendors. Your use of third-party offerings is subject to their terms, and Kaizen IT Solutions is not responsible for third-party acts, omissions, outages, or changes. Where we procure third-party offerings on your behalf, we pass through applicable terms and warranties.
11. Warranties and Disclaimers
We warrant that Services will be performed with reasonable skill and care. Except as expressly stated in these Terms or a signed agreement, and to the maximum extent permitted by law, the Services and Hardware are provided “as is,” and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that systems will be uninterrupted, error-free, or fully secure against all threats.
12. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. The total aggregate liability of Kaizen IT Solutions arising out of or related to an engagement will not exceed the fees paid by you for the Services giving rise to the claim during the [3] months preceding the claim. Nothing in these Terms limits liability that cannot be limited under applicable law.
13. Indemnification
You agree to indemnify and hold harmless Kaizen IT Solutions from third-party claims arising out of your unlawful use of the Services or Hardware, your breach of these Terms, or your violation of any third-party rights, except to the extent caused by our negligence or willful misconduct.
14. Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, outages, supplier failures, labor disputes, or governmental actions.
15. Changes to These Terms
We may update these Terms from time to time. Material changes will be posted on this page with an updated effective date and, where appropriate, communicated to active customers. Continued use of the Services after changes take effect constitutes acceptance.
16. Governing Law
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida.
17. Contact
Questions about these Terms may be directed to:
Kaizen IT Solutions LLC
Coral Springs, FL 33071
Phone: (833) 678-1515
Email: contact@kaizenitsolutions.io