Health-E-IT & Consulting, LLC

General Terms and Conditions

Last Updated: September 18th, 2025

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These Terms and Conditions (“Terms”) apply to all services provided by Health-E-IT & Consulting, LLC (“Provider”) to the Client (“Client”) outside of a Managed Services Agreement (“MSA”). By engaging Provider for any such services, Client agrees to these Terms. Provider may update these Terms at any time by posting updates at: https://www.heitnm.com/general-terms. The updated Terms are effective immediately upon posting.

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1. Client Responsibilities

• Provide timely access to systems, facilities, and personnel required for Provider to perform services.

• Designate an internal contact authorized to approve work.

• Maintain stable power, Internet, and environmental conditions for all systems.

• Cooperate fully with Provider and ensure third-party vendors/staff do the same.

• Implement recommended security best practices; Client remains responsible for its environment.

2. Service Scope & Exclusions

• Services are provided only on a time-and-materials basis, subject to written estimates or work orders.

• No systems are covered by default; all work is on a per-incident or per-project basis.

• BYOD / Home Systems are not covered unless separately agreed in writing.

• End-of-life, unsupported, or unlicensed systems may be excluded at Provider’s discretion.

• Provider is not responsible for outages caused by facilities, utilities, power, HVAC, environmental hazards, or third-party vendors.

3. Service Delivery

• All response and resolution times are best-effort only; no Service Level Agreements (SLAs) apply.

• Emergency (critical) requests must be submitted by phone for proper escalation.

• Provider disclaims liability for monitoring alerts, cloud vendor outages, or third-party service disruptions.

Business Continuity & Disaster Recovery (BCDR):

• Provider does not provide any backup, disaster recovery, or continuity services unless separately contracted.

• Restoration of lost or corrupted data is not guaranteed without a purchased BCDR package.

4. Fees & Payment

• Standard rate: $150/hr during business hours; $200/hr after hours (unless otherwise agreed in writing).

• Minimum billing increment: 1 hour (unless otherwise specified).

• Payment is due upon receipt of invoice.

• Late invoices accrue 1.5% monthly interest.

• If payment is not received within five (5) business days of invoice date, Provider may suspend or withhold services at its discretion until payment is made in full.

• Provider will not release deliverables, data, documentation, or credentials until all outstanding invoices are paid in full.

• Client is responsible for all collection costs, including reasonable attorney’s fees.

5. Licensing & Compliance

• Client is solely responsible for maintaining valid software licenses and compliance obligations.

• Provider may assist, but ultimate responsibility for compliance (HIPAA, NIST, PCI, etc.) rests with Client.

• No system is guaranteed completely secure; Client acknowledges Provider is not liable for breaches caused by evolving threats, user error, misconfigurations, or third parties.

6. Deliverables & Intellectual Property

• Provider retains all rights in its pre-existing intellectual property, scripts, and tools.

• Client owns documentation and reports created specifically for them.

• Any reusable or proprietary tools remain the sole property of Provider.

7. Insurance

• Client must maintain appropriate cyber liability insurance for its operations.

• Provider maintains general liability, errors & omissions, and cyber liability coverage.

8. Legal Protections

• Non-Solicitation: Client shall not hire or solicit Provider’s employees during engagement and for 12 months after.

• Subcontractors: Provider may use subcontractors but remains responsible for their work.

• Export Compliance: Client may not use services in violation of U.S. export laws.

• Right of Retention: Provider may retain data, deliverables, or documentation until all invoices are paid in full.

9. Termination

• Either party may terminate services at any time with written notice.

• Upon termination, all outstanding invoices must be paid before any transition services or handover.

• A $500 offboarding fee may apply where transition support is requested.

10. Limitation of Liability

• Provider’s total liability is limited to the greater of:
  (a) fees paid by Client for the specific services giving rise to the claim; or
  (b) $5,000.

• Provider will not be liable for indirect, incidental, or consequential damages, including loss of data, profits, or business interruption.

• Carve-outs: This limitation does not apply to Provider’s willful misconduct or fraud.

11. Indemnification

• By Client: Client shall indemnify and hold Provider harmless against claims arising from Client’s misuse of services, data, instructions, or non-compliance with law/licensing.

• By Provider: Provider shall indemnify Client against third-party IP claims related to services as delivered.

12. Force Majeure

Neither party is liable for delays caused by events outside their control, including natural disasters, pandemics, terrorism, war, supply-chain failures, or third-party outages. Payment obligations remain unaffected.

13. Governing Law & Venue

These Terms are governed by the laws of New Mexico and Arizona, depending on where services are primarily delivered. Venue shall be Bernalillo County, NM or Maricopa County, AZ.

14. Notices

Provider may deliver notices by email, ticketing system, or posting updates online. Notices are effective when sent. Client is responsible for maintaining accurate contact details.

15. Job Completion & Client Sign-Off

• A job or project is deemed complete when Provider notifies Client that the agreed-upon services, tasks, or deliverables have been finished in accordance with the written scope of work, estimate, or service request.

• Provider may present a completion report, service ticket closure, or other written/electronic confirmation of completion.

• Client must review and either sign off or raise any material objections within five (5) business days of completion notice. If no written objection is received within that period, the work will be deemed accepted as-is.

• Any additional requests, modifications, or corrections after sign-off (or deemed acceptance) will be treated as new, out-of-scope work and billed at the Provider’s standard hourly rates.

• Final deliverables, credentials, or data handover will not be released until all outstanding invoices are paid in full.

16. Retainer & Deposits

• For any engagement exceeding $500, Client must pay a non-refundable deposit of 50% prior to commencement of work.

• Provider reserves the right to require full prepayment for new Clients or at its discretion.

17. Cancellations & Rescheduling

• Cancellations or rescheduling of on-site or scheduled services with less than 24 hours’ notice will be billed at a two (2) hour minimum at Provider’s standard rate.

18. On-Site Only Services

• Provider does not offer remote support under these Terms.

• All services will be performed on-site unless otherwise agreed in writing.

19. Travel Time & Expenses

• Travel within 25 miles of Provider’s primary office is included.

• Travel beyond 25 miles will be billed at $100/hr plus mileage at the then-current IRS rate.

• Parking, lodging, and other necessary travel expenses will be invoiced at cost.

20. Warranty Disclaimer

• Provider will use commercially reasonable efforts to complete requested services.

• No warranties, express or implied, are provided regarding outcomes, uptime, or future performance.

• All services are provided “as-is” unless separately warranted in writing.

21. Data & Risk Disclaimer

• Client acknowledges that ad-hoc services may involve risks of downtime, data loss, or unintended impact.

• Provider is not responsible for loss of data, business interruption, or damages unless caused by gross negligence or willful misconduct.

22. Minimum Engagement

• All engagements, including on-site visits, are subject to a one (1) hour minimum billing requirement.

23. Request Submission

• All service requests must be submitted through email, ticketing system, or other written channel designated by Provider.

• Requests sent via text message, personal calls, or other informal methods will not be considered official service requests.

24. Third-Party Hardware & Vendor Disclaimer

• Provider is not responsible for defects, malfunctions, or failures of hardware, software, or services supplied or maintained by third-party vendors.

• Any work required to address such issues will be billed separately at Provider’s standard rates.