Terms of service.

01Acceptance of These Terms

These Terms of Service govern your use of keepointsolutions.com and any consulting services you engage us to perform. By using this website or submitting a consultation request, you agree to these terms. If you don't agree, please don't use the site.

If a signed written agreement, statement of work, or quote between you and Keepoint conflicts with these terms, that document controls for the engagement it covers. These terms fill in everything it doesn't address.

02Who We Are

Keepoint Solutions LLC is a California limited liability company providing independent IT consulting — cloud migration, security and access reviews, backup and recovery, networks, architecture, and related advisory work. Our services are delivered remotely. In these terms, "Keepoint," "we," and "us" mean Keepoint Solutions LLC. "You" means the individual or organization using this site or engaging our services.

We are an independent contractor. Nothing in these terms creates an employment relationship, partnership, joint venture, or agency between us.

03Consultation Requests

Submitting the consultation form on this website is a request to talk. It does not create a client relationship, does not obligate either of us to anything, and does not cost you anything.

• The initial consultation is provided free of charge and without obligation.
• We aim to respond to every request within one business day. This is a goal we take seriously, not a contractual guarantee.
• We may decline any request, for any lawful reason, including that we're not the right fit or don't have capacity.
• General observations offered during a free consultation are informational. They are not a professional opinion you should rely on without an engagement, and we accept no liability for decisions made on the basis of a free conversation.

04Quotes & Scope of Work

After the consultation, if the work is something we can help with, we'll send you a written quote describing what we'll do, what it costs, and roughly how long it will take.

• An engagement begins when you accept a quote in writing — by email reply, signature, or another clear written confirmation. Verbal approval is not sufficient.
• The quote defines the scope. Anything not described in it is outside the engagement.
• Quotes are valid for thirty (30) days from the date issued unless stated otherwise, after which we may need to re-scope.
• Quotes are based on what you told us and what we observed. If the actual environment differs materially from what was described, Section 6 applies.

05Fees, Invoicing & Payment

We bill by invoice after work is completed, unless the quote specifies otherwise (for example, a deposit on a larger project, or progress billing on a multi-phase engagement).

• Payment terms are net fifteen (15) days from the invoice date unless the quote states different terms.
• Invoices are sent electronically and are payable by the methods listed on the invoice.
• Late payments may accrue interest at 1.5% per month, or the maximum rate permitted by California law, whichever is lower, plus reasonable costs of collection.
• Prices exclude taxes. You are responsible for any applicable sales or use tax.
• Hardware, software, licenses, and subscriptions purchased for you are billed at cost plus any handling stated in the quote, or purchased directly by you in your own name — we'll tell you which applies before we buy anything.
• Cloud consumption charges (Azure, AWS, Google Cloud, Microsoft 365, and similar) are billed to you directly by that provider under your own account. They never route through us and are not included in our quotes unless a quote says so explicitly.

If an invoice is disputed, tell us in writing within ten (10) days of receiving it and we'll work it out. Undisputed portions remain payable on the original terms.

06Changes & Additional Work

Sometimes a job turns out to be bigger than it looked. When that happens:

• We stop and tell you before doing work outside the agreed scope.
• We describe what we found, what it will take, and what it will cost.
• We wait for your written approval before proceeding.

You will not receive an invoice for out-of-scope work you did not approve. The one exception is emergency action reasonably necessary to prevent imminent data loss or a security breach in progress — in that case we will act, then notify you as soon as practical.

07Your Responsibilities

Our work depends on things only you can provide. You agree to:

• Have the authority to authorize the work. You represent that you own the systems and cloud accounts in question, or are authorized to permit us to access and modify them.
• Provide accurate information. Our scope and quote are only as good as what you tell us.
• Grant the access we need, and revoke it when the engagement ends.
• Maintain your own licenses and cloud subscriptions for the platforms you use.
• Disclose regulatory obligations — HIPAA, PCI-DSS, CJIS, FERPA, or similar — before work begins, so we can determine whether a separate agreement is required.
• Maintain current backups. See Section 8, which is important enough to have its own section.

08Backups & Data Loss

Technology work carries an irreducible risk of data loss. Drives fail mid-copy. Sync jobs hit a permissions boundary nobody documented. Configurations that worked yesterday break under a platform update. This is true of competent work carefully performed, not just careless work.

Where we design or configure a backup solution as part of an engagement, it runs on infrastructure you own and control, under your accounts. We will show you how to verify it is working. Ongoing verification is your responsibility after the engagement ends.

Except in cases of our gross negligence or willful misconduct, Keepoint is not liable for loss, corruption, or unavailability of data.

09Third-Party Platforms

Engagements involve cloud platforms, hardware, software, and services made by other companies. We select and configure them on your behalf, but we don't make them and we don't control them.

• Third-party products and cloud platforms are governed by their own licenses, terms, and warranties, which are between you and that vendor.
• We make no warranty regarding third-party products, and we're not liable for their defects, outages, price changes, service deprecations, or discontinuation.
• We are vendor-independent and receive no commission, referral fee, or revenue share for recommending any platform or product. If that ever changes for a particular product, we will disclose it to you in writing before recommending it.

10Confidentiality

We will inevitably learn things about your business. We treat all non-public information you share with us — and anything we see incidentally while working in your systems — as confidential.

• We won't disclose it to anyone outside Keepoint except as required by law.
• We won't use it for any purpose other than performing the engagement.
• This obligation survives the end of the engagement indefinitely.
• It doesn't cover information that is or becomes public through no fault of ours, that we already knew, or that we independently developed.

We expect the same discretion from you regarding our methods, quotes, and pricing. If your organization requires a formal mutual NDA, we're happy to sign one — ask before the engagement begins.

11Intellectual Property

Documentation, diagrams, assessments, architecture designs, and reports we prepare specifically for you become yours once the engagement is paid in full. You may use, copy, and modify them freely within your organization.

We retain ownership of our general knowledge, methods, templates, checklists, and any tooling or infrastructure code we developed before or independently of your engagement. Nothing in an engagement transfers those to you, and nothing prevents us from using our general skills and experience for other clients.

The content, design, and code of this website are the property of Keepoint Solutions LLC.

12Cancellation & Rescheduling

• Free consultations can be rescheduled or cancelled at any time, by either of us, at no cost. We ask for as much notice as you can give.
• Scheduled work sessions cancelled with less than twenty-four (24) hours' notice may be subject to a charge covering reserved time, which will be stated in the quote.
• You may cancel an engagement in progress at any time. You'll be invoiced for work completed and for any non-refundable costs already incurred on your behalf.
• We may withdraw from an engagement if you materially breach these terms, if payment is significantly overdue, if you ask us to do something unlawful or unsafe, or if continuing would create a conflict of interest. We'll give reasonable notice and hand off cleanly where we can.

13Disclaimer of Warranties

We perform our work with reasonable skill and care, consistent with generally accepted professional practice.

Specifically, we do not warrant that any system will be free of defects, that any security measure will prevent every attack, that any platform will be uninterrupted or error-free, that a migration will produce a particular cost outcome, or that any particular business result will follow from our recommendations. Information security reduces risk; it does not eliminate it, and anyone who tells you otherwise is selling something.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

14Limitation of Liability

To the maximum extent permitted by law, Keepoint will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunity, loss of goodwill, cloud consumption overages, or loss or corruption of data, regardless of the theory of liability and even if we were advised such damages were possible.

Nothing in these terms limits liability for gross negligence, willful misconduct, fraud, or any other liability that cannot lawfully be limited. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

Any claim arising from an engagement must be brought within one (1) year of the date the work concluded, or it is permanently barred.

15Governing Law & Disputes

These terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules.

If a dispute arises, we ask that you contact us first. In our experience nearly everything is resolvable by two people talking about it, and we would much rather fix a problem than argue about one. Please give us thirty (30) days to try.

If that doesn't resolve it, any legal action must be brought in the state or federal courts located in Orange County, California, and both of us consent to the jurisdiction of those courts.

16General & Contact

• Changes. We may update these terms. The effective date at the top of this page will change, and the version in effect when you accepted a quote governs that engagement.
• Severability. If any provision is found unenforceable, the rest remains in force and the unenforceable provision is modified to the minimum extent necessary.
• No waiver. Not enforcing a provision on one occasion isn't a waiver of the right to enforce it later.
• Assignment. You may not assign an engagement without our written consent. We may assign to a successor in connection with a merger or sale of the business.
• Force majeure. Neither of us is liable for delays caused by events beyond reasonable control, including cloud provider outages.
• Entire agreement. These terms, plus any accepted quote or signed agreement, are the complete agreement between us on this subject.

Questions about these terms:

Keepoint Solutions LLC
Email: hello@keepointsolutions.com