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Terms of Service

Terms and Conditions of Service

DFWMSP LLC (Texas) & Celeratec LLC (Wyoming)
Revision Date: April 2025

These Terms and Conditions (the “Agreement”) govern every subscription‑based or pay‑as‑you‑go service (“Services”) delivered by DFWMSP LLC or Celeratec LLC (together, “Service Provider,” “we,” “us,” or “our”) to the requesting customer (“Client,” “you,” or “your”). By submitting a Service Request (phone, email, support ticket) or by paying an invoice that references this Agreement, you accept all terms below.

Table of Contents

  1. Acceptance of Terms
  2. Definitions
  3. Grant of Limited License
  4. Client Content
  5. Term & Cancellation
  6. Payments & Billing
    6.1 Managed Network Infrastructure Billing
  7. Termination by Service Provider
  8. Termination by Client
  9. Scope of Services
  10. Service Changes
  11. Client Responsibilities
  12. Client Representations & Warranties
  13. Acceptable Use
  14. Service Operations & Automated Changes
  15. Intellectual Property & Equipment
  16. Third‑Party & Non‑Service‑Provider Products
  17. IP Address Assignment
  18. Caching & Reproduction Rights
  19. Confidentiality
  20. Security & Spam Filtering
  21. Backup Services
  22. Disclaimers
  23. Security Limitation
  24. Limitation of Liability
  25. Indemnification
  26. Governing Law & Venue
  27. Arbitration
  28. Digital Signature & Electronic Acceptance
  29. Data Privacy & Compliance
  30. Data Processing Agreement (DPA)
  31. Onsite Visits & Workplace Safety
  32. Law Enforcement & Privacy Policy
  33. Force Majeure
  34. Miscellaneous

Schedules

  • Schedule A – Service Descriptions
  • Schedule B – Rate Card & Hardware Penalties
  • Schedule C – License Commitments

1. Acceptance of Terms

Services begin when we first provision access or deliver labor. These Terms prevail over any conflicting purchase order or other document unless we sign a separate Master Services Agreement.

2. Definitions

  • Service Request – A request for new or modified Services delivered by phone, email, or ticket.
  • Client Content – All data, software, or materials you upload, store, or transmit through the Services.
  • eProActive, eRemote, Managed Network Infrastructure, Celeratec Hosting, Shield, RingCentral Resale – See Schedule A.
    Other capitalized terms have the meanings assigned throughout this Agreement.

3. Grant of Limited License

You grant us a non‑exclusive, worldwide license to host, back up, transmit, and process Client Content solely to provide the Services.

4. Client Content

You are solely responsible for Client Content. We may suspend or remove any content that is harmful, unlawful, or disrupts our operations—without refund.

5. Term & Cancellation

Services renew month‑to‑month unless a Schedule specifies otherwise. Either party may cancel with 60 days’ written notice. License commitments in Schedule C survive.

6. Payments & Billing

  • Invoices are due within 10 business days of issue.
  • Late balances accrue 1.5 % per month (18 % APR).
  • Taxes are extra.
  • We may charge cards on file up to 90 days in advance for domain or license renewals.

6.1 Managed Network Infrastructure Billing

Hardware is leased and remains our property. Billing stops when all gear is returned in good condition. Unreturned items after 30 days incur retail cost + $250 administrative fee (see Schedule B).

7. Termination by Service Provider

We may suspend or terminate immediately if you (a) fail to pay, (b) materially breach, (c) engage in abuse or security‑compromising activity, or (d) if continued service becomes unlawful or infeasible.

8. Termination by Client

You remain responsible for all fees through the effective cancellation date.

9. Scope of Services

You may subscribe to any combination of Services listed in Schedule A. Each Service Request will state quantities, pricing, and special conditions.

10. Service Changes

Service Requests must be in writing (ticket, email). We will confirm pricing before implementation.

11. Client Responsibilities

  • Provide timely access, cooperation, and accurate contact info.
  • Maintain local backups unless you purchase our disaster‑recovery option.
  • Maintain compliant end‑user disclosures and licenses.
  • Supply and maintain any onsite hardware/software not provided by us.

12. Client Representations & Warranties

You warrant that Client Content (a) is owned or properly licensed, (b) does not infringe third‑party rights, (c) complies with law, and (d) is free of malicious code.

13. Acceptable Use

You will not use the Services to transmit, store, or distribute material that violates law or third‑party rights, nor will you interfere with network integrity.

14. Service Operations & Automated Changes

eProActive tools may apply patches, AV updates, or privilege elevations automatically. You authorize such operations.

15. Intellectual Property & Equipment

We retain all IP in our software, documentation, and hardware. You may not reverse‑engineer or sub‑license them. Equipment must be returned within 14 days of termination or be purchased at full value (Schedule B).

16. Third‑Party & Non‑Service‑Provider Products

Our Services may integrate third‑party offerings (e.g., Microsoft 365, GoDaddy, Vultr). We pass through their warranties only. Your sole remedy for third‑party failures is with the manufacturer.

17. IP Address Assignment

We retain ownership of all IP addresses and may change them with 10 business days’ notice unless shorter notice is required by regulation or upstream provider.

18. Caching & Reproduction Rights

You grant us permission to cache or replicate Client Content for performance, backup, or support purposes.

19. Confidentiality

Each party will protect the other’s non‑public information with the same care it uses for its own, but no less than reasonable care.

20. Security & Spam Filtering

We employ commercially reasonable measures but cannot guarantee 100 % threat elimination. You agree to review quarantined messages and report issues promptly.

21. Backup Services

Unless Schedule A states otherwise, you are responsible for backups. Disaster‑recovery plans we provide are a secondary convenience only. Restores may incur fees up to $500 per incident.

22. Disclaimers

Services are provided “as is” and “as available.” We disclaim all warranties, express or implied.

23. Security Limitation

You are responsible for internal security practices, credential hygiene, and employee training. We are not liable for breaches caused by your users’ actions.

24. Limitation of Liability

Our total liability for any claim will not exceed the fees you paid in the six (6) months preceding the event, except for gross negligence or willful misconduct, which are uncapped to the extent required by law. We are not liable for indirect or consequential damages.

25. Indemnification

  • Mutual IP Indemnity. Each party will defend the other against third‑party claims alleging direct IP infringement by that party’s own deliverables.
  • Client Content & Use. You will indemnify us against claims arising from Client Content or your breach of this Agreement.

26. Governing Law & Venue

  • DFWMSP Services: Texas law; exclusive venue Dallas County, Texas.
  • Celeratec Services: Wyoming law; exclusive venue Laramie County, Wyoming.
  • Joint Services: Texas law and venue unless otherwise agreed in writing.

27. Arbitration

Any dispute arising under this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Rules. The arbitration will occur in the governing venue above and be conducted in English. Either party may seek interim injunctive relief in court.

28. Digital Signature & Electronic Acceptance

Click‑through, email confirmation, or continued use of Services after we reference these Terms constitutes your binding electronic signature under the Texas or Wyoming Uniform Electronic Transactions Act.

29. Data Privacy & Compliance

You will comply with all applicable privacy laws (HIPAA, GLBA, etc.). We will assist as commercially reasonable, subject to a signed DPA where required.

30. Data Processing Agreement (DPA)

If you transmit regulated data (PHI, PII, etc.), you must notify us and execute our standard DPA before onboarding. Absent a DPA, Services are provided on a best‑effort basis without additional privacy liability.

31. Onsite Visits & Workplace Safety

You must maintain a safe, lawful workspace and disclose known hazards. We may refuse or reschedule visits if conditions are unsafe. You indemnify us for injuries caused by your negligence or unsafe site.

32. Law Enforcement & Privacy Policy

We will not access or disclose Client Content except (a) as necessary to provide Services, (b) with your consent, or (c) to comply with lawful process. We will notify you of requests unless prohibited by law. We will report any discovered CSAM to NCMEC and law enforcement.

33. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including acts of God, labor disputes, supply‑chain failures, public‑health emergencies, or third‑party cloud outages.

34. Miscellaneous

  • Independent Contractors. The relationship is that of independent contractors.
  • Assignment. You may not assign this Agreement without our written consent; we may assign in connection with a merger or sale of assets.
  • Notices. Must be in writing and delivered by email, certified mail, or courier.
  • Export Compliance. You will comply with U.S. export laws.
  • Marketing Reference. Unless you opt out in writing, you permit us to list your name/logo as a client.
  • Entire Agreement. This document, together with its Schedules, supersedes all prior understandings.

Schedule A – Service Descriptions

(Non‑exhaustive; visit our websites for current details.)

  1. eProActive – Managed IT platform combining NinjaOne RMM, Huntress EDR/SIEM, ConnectSecure, Microsoft Defender, FreshDesk ticketing, and ePAM (AutoElevate).
  2. ePAM – Privileged‑access management via AutoElevate.
  3. eRemote – Private‑labeled remote‑access platform (Ninja Remote).
  4. Managed Network Infrastructure – Subscription‑based routers, PoE switches, WAPs, with 5G backup (T‑Mobile).
  5. Celeratec Hosting Services – Web hosting, domain registration (GoDaddy), DNS (Cloudflare), VPS (xCloud/Vultr), WordPress patching (PatchStack), hosted Exchange & ShareSync (Intermedia), Microsoft 365 licensing & Shield email filtering.
  6. RingCentral Resale – Telephony services; we receive referral compensation. Post‑implementation changes billed per Schedule B.

Schedule B – Rate Card & Hardware Penalties

Item Fee Notes
Remote / Onsite labor (non‑MSP) See current rate sheet Billed in 15‑min increments
Unreturned router Retail price + $250 After 30 days
Unreturned switch Retail price + $250 “
Unreturned WAP Retail price + $250 “
Data restore Up to $500 Per incident

Schedule C – License Commitments

Product Commitment Term Change Window
Microsoft CoPilot 12 months, auto‑renew Not changeable until term end
Other Microsoft 365 licenses Month‑to‑month One change request per month, within 7 days of renewal
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