Terms of Service

1. Services

AEGIS provides professional services including website development, application development, system integrations, automation, hosting, monitoring, maintenance, and support. Specific deliverables, scope, timelines, and pricing are defined in a written proposal, statement of work (“SOW”), service order, or agreement (collectively, the “Agreement”).

2. Client Responsibilities

You agree to:

• Provide accurate, complete, and timely information required to perform the Services
• Maintain proper access credentials and permissions to systems involved in the Services
• Ensure you have legal rights to all data, systems, content, and materials you provide
• Review and approve work in a timely manner when approvals are required

Delays caused by incomplete, inaccurate, or late input may affect timelines and may result in additional fees.

3. Integrations & Third-Party Systems

NEXUS Connect and other Services may integrate with third-party platforms, APIs, plugins, hosting providers, and services (“Third-Party Systems”).

• Third-Party Systems are governed by their own terms, availability, and security practices
• API changes, outages, or deprecations may impact integrations
• AEGIS is not responsible for Third-Party System failures beyond our control

Where feasible, we will make reasonable efforts to adapt integrations; such work may require additional fees unless covered by an active support or managed services plan.

4. Data & Security

We follow industry-standard practices intended to protect data while performing Services. However, you remain the data owner at all times, and you are responsible for maintaining appropriate backups and access controls unless otherwise stated in the Agreement.

We do not guarantee uninterrupted or error-free operation of any system. You are responsible for regulatory compliance (e.g., HIPAA, PCI, FERPA, GDPR) unless explicitly agreed in writing.

5. Intellectual Property

Unless otherwise stated in the Agreement:

• You retain ownership of your data and content.
• AEGIS retains ownership of pre-existing tools, frameworks, templates, and reusable components used to deliver the Services.
• Upon full payment, you receive ownership or a perpetual license (as applicable) to the specific custom deliverables created for you.

AEGIS may reuse generalized knowledge, patterns, and non-proprietary techniques learned during performance of the Services.

6. Payment, Fees, and Billing

6.1 Monthly Services & Recurring Fees

Certain Services, including but not limited to hosting, managed services, monitoring, maintenance, and support, are billed on a monthly recurring basis.

• Monthly fees are due on the 1st of each calendar month.
• Billing continues regardless of project completion or contract term expiration while recurring Services remain active.
• Services remain billable until formally canceled in accordance with Section 6.4.

Failure to use a service does not constitute cancellation.

6.2 Grace Period & Service Interruption

A 30-day grace period applies to recurring hosting and support Services. Payments not received within 30 days of the due date may result in service interruption, suspension of hosting, and/or support limitations until the account is brought current.

AEGIS is not responsible for downtime, access issues, or business impact resulting from non-payment. Services may be restored once all outstanding balances are paid.

6.3 One-Time Fees, Additional Work & Invoicing

Non-recurring charges (including one-time fees, additional hours outside scope, add-on services, emergency work, custom development, or integration changes) are invoiced as follows:

• Due upon receipt, or
• Net 10 days, unless otherwise stated in writing.

Late payment may pause work, delay delivery, or suspend Services.

6.4 Cancellation of Services

Cancellation of recurring Services must be submitted in writing using one of the following methods:

• Email to an official AEGIS business email address
• Certified USPS mail

Cancellation requests must include the account name, the Services to be canceled, and the requested cancellation date. Verbal requests or informal messages are not considered valid notice.

6.5 Data, Files & Transition Upon Cancellation

Upon cancellation, the client is responsible for arranging retrieval of files, data, and credentials. AEGIS will provide reasonable access for data transfer when the account is in good standing. Data retention after cancellation is not guaranteed unless otherwise agreed in writing.

Hosting and related Services remain billable until Services are fully terminated and data transfer arrangements are completed (or explicitly waived by the client).

6.6 Non-Payment

If payment obligations are not met, AEGIS may pause work, suspend Services, restrict access, and/or terminate Services in accordance with applicable law and the Agreement. Outstanding balances remain due and payable.

7. Warranties & Disclaimers

Services are provided “as is” and “as available”. We do not guarantee specific business outcomes, increased revenue, performance improvements, or compatibility with undocumented or unsupported systems.

8. Limitation of Liability

To the maximum extent permitted by law, AEGIS is not liable for indirect, incidental, special, consequential, or punitive damages. AEGIS’s total liability for any claim relating to the Services will not exceed the fees paid for the affected Services during the [3] months preceding the event giving rise to the claim (or as otherwise stated in the Agreement).

9. Termination

Either party may terminate a project or Agreement with written notice, subject to any terms in the Agreement. Upon termination, outstanding balances remain due, and work completed through the termination date will be delivered as applicable.

10. Confidentiality

Both parties agree to keep non-public, confidential information private and to use it only for purposes of performing or receiving Services, unless disclosure is required by law or authorized in writing.

11. Governing Law

These Terms are governed by the laws of the State of [Your State], without regard to conflict-of-law principles.

12. Changes to These Terms

We may update these Terms periodically. Continued use of Services after updates constitutes acceptance of the updated Terms.

13. Contact

Questions about these Terms?
AEGIS Data Systems, LLC
Email: [[email protected]]
Website: [aegisdatasystesm.com]