Effective January 1, 2026 — Konkord LLC
These General Terms and Conditions ("Terms") govern all services provided by Konkord LLC, an Ohio limited liability company ("Konkord," "we," or "us"), to clients ("Client" or "you"). By accepting a quote, signing a service agreement, or engaging Konkord for services, you agree to be bound by these Terms and any applicable Addendum. These Terms apply to all managed services, project engagements, and procurement unless a separate written agreement supersedes them.
Konkord will provide the services described in the applicable quote, statement of work, or service agreement ("Order"). Services are further governed by the applicable Addendum based on service type: Addendum A (Managed Services), Addendum B (Procurement), or Addendum C (Project Services). In the event of a conflict, the Order takes precedence, followed by the applicable Addendum, then these Terms.
Konkord reserves the right to modify how services are delivered, including the tools, platforms, and personnel used, provided that the level and quality of service is not materially reduced. Any changes to the scope of services require a written amendment or change order signed by both parties.
Konkord will invoice Client according to the schedule specified in the Order. Unless otherwise stated, invoices are due within fourteen (14) days of the invoice date ("Net 14"). All fees are stated in U.S. dollars.
Invoices not paid by the due date accrue interest at 1.5% per month (or the maximum rate permitted by Ohio law, whichever is lower) from the due date until paid in full. Konkord may also suspend services in accordance with Section 6 for invoices more than fifteen (15) days past due.
Fees do not include applicable sales, use, excise, or similar taxes. Client is responsible for all such taxes arising from services rendered under these Terms, except for taxes based on Konkord's net income.
Client must notify Konkord in writing of any disputed invoice amount within ten (10) days of the invoice date. Undisputed amounts remain due by the original due date. Both parties will work in good faith to resolve disputes promptly.
For recurring managed services, Konkord may adjust fees annually with no less than sixty (60) days' written notice to Client. Fee adjustments exceeding ten percent (10%) in any twelve-month period entitle Client to terminate the affected services with thirty (30) days' written notice without early termination liability.
The initial term of services begins on the service commencement date stated in the Order ("Commitment Term"). Unless otherwise specified, the Commitment Term is twelve (12) months. Upon expiration of the Commitment Term, services automatically renew on a month-to-month basis at the then-current rates unless either party provides written notice of non-renewal at least sixty (60) days before the renewal date.
Quote validity: All quotes issued by Konkord are valid for thirty (30) days from the issue date unless otherwise stated. Accepted quotes constitute binding Orders.
Either party may terminate month-to-month services by providing ninety (90) days' written notice to the other party. Services and billing continue through the end of the notice period.
If Client terminates services during an active Commitment Term for any reason other than Konkord's uncured material breach, all remaining fees through the end of the Commitment Term become immediately due and payable. This provision reflects the resource planning and cost commitments Konkord makes on Client's behalf at the start of each term.
Either party may terminate services upon written notice if the other party commits a material breach and fails to cure that breach within thirty (30) days of receiving written notice describing the breach in reasonable detail. Konkord may terminate immediately without cure opportunity if Client fails to pay undisputed amounts, engages in illegal activity, or misuses Konkord's systems or personnel.
Upon termination for any reason: (a) all outstanding fees become immediately due; (b) Konkord will provide reasonable transition assistance for up to thirty (30) days at Konkord's standard hourly rates; (c) each party will return or destroy the other's confidential information upon request; and (d) provisions that by their nature should survive termination will do so, including Sections 7, 8, 11, 12, and 13.
Client's cooperation is essential to Konkord's ability to deliver services. Client agrees to:
Konkord is not responsible for service failures, delays, or degraded performance resulting from Client's failure to fulfill these responsibilities. Delays caused by Client may result in adjusted timelines and additional fees.
Konkord may suspend services, with or without prior notice depending on the circumstances, in the following situations:
Konkord will provide advance notice of suspension where reasonably practicable. Suspension does not relieve Client of payment obligations. Services will be restored promptly following resolution of the suspension cause and payment of any outstanding amounts, including a reasonable reinstatement fee where applicable.
Each party ("Receiving Party") agrees to hold the other party's ("Disclosing Party") confidential information in strict confidence and not to disclose it to any third party without prior written consent. Confidential information includes, without limitation, pricing, technical configurations, business strategies, client data, and proprietary processes.
These obligations do not apply to information that: (a) is or becomes publicly available without breach of this Section; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's information; or (d) must be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party where permitted.
Confidentiality obligations survive termination of services for a period of three (3) years.
Client retains all ownership rights to Client data. Konkord processes Client data only as necessary to deliver the contracted services and will not sell, transfer, or use Client data for any other purpose without express written consent.
Konkord maintains commercially reasonable technical and organizational safeguards to protect Client data against unauthorized access, disclosure, or destruction. These measures are appropriate to the nature of the data processed in connection with standard IT services.
Client is solely responsible for determining what regulatory requirements (including HIPAA, PCI-DSS, CMMC, SOC 2, or others) apply to its business and for ensuring its use of Konkord services meets those requirements. Konkord does not provide legal, compliance, or regulatory advice. Where specific compliance frameworks are required, Client should engage appropriate counsel and engage Konkord under a separate compliance-scoped agreement.
Konkord will notify Client of any confirmed security incident affecting Client data without unreasonable delay and will cooperate in good faith with Client's incident response. Client is responsible for any notifications required by applicable breach-notification laws.
Cybersecurity services provided by Konkord reduce risk but do not guarantee prevention of all security incidents. No IT security solution eliminates all risk. Client maintains responsibility for its own security posture.
Each party retains ownership of its pre-existing intellectual property. Unless otherwise specified in an Order, any custom work product created by Konkord specifically for Client under a project engagement becomes Client's property upon full payment of all applicable fees. Konkord retains ownership of general methodologies, tools, templates, and know-how developed in the course of performing services, including the right to use these in future engagements.
Konkord warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. Konkord does not warrant that services will be uninterrupted, error-free, or that all security threats will be detected or prevented.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Third-party products, software, and services procured by Konkord on Client's behalf are provided subject to the applicable vendor's terms and warranties. Konkord makes no independent warranty with respect to third-party products.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
KONKORD'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER — REGARDLESS OF THE FORM OF ACTION — SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO KONKORD IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limitations apply to the fullest extent permitted by law and reflect a fundamental part of the basis of the bargain between the parties. Some jurisdictions do not allow certain liability limitations; in such cases, Konkord's liability is limited to the fullest extent permitted by applicable law.
Client agrees to indemnify, defend, and hold harmless Konkord and its members, officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorney fees) arising out of: (a) Client's breach of these Terms; (b) Client's violation of applicable law; (c) Client's data, content, or systems; or (d) Client's negligence or willful misconduct.
Konkord agrees to indemnify, defend, and hold harmless Client from and against claims arising out of Konkord's gross negligence or willful misconduct in performing services.
These Terms are governed by the laws of the State of Ohio, without regard to its conflict of law provisions. Any dispute arising under or related to these Terms shall be submitted first to good-faith negotiation between the parties for a period of thirty (30) days. If unresolved, disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Hamilton County, Ohio.
The prevailing party in any legal proceeding arising from these Terms shall be entitled to recover reasonable attorney fees and costs from the non-prevailing party.
This Addendum applies to all recurring managed IT services provided by Konkord under a Support Plan (Foundation, Core, or Complete). Capitalized terms not defined here have the meanings given in the General Terms.
Konkord will provide managed services during normal business hours (Monday through Friday, 8:00 AM to 6:00 PM Eastern Time, excluding Konkord-observed holidays). After-hours support for Critical and High priority incidents is included in Core and Complete plans. Foundation clients may access after-hours support on a time-and-materials basis.
Service delivery is subject to response and resolution targets as specified in the applicable Support Plan. These targets represent Konkord's committed service levels and are not guarantees of resolution within stated timeframes in all circumstances.
Cybersecurity tools and services included in a Support Plan reduce the probability of security incidents but do not guarantee prevention. No security solution eliminates all risk. Konkord will implement and maintain contracted security tools, respond to alerts, and escalate confirmed incidents according to the plan's specifications. Client retains responsibility for end-user behavior, physical security, and compliance with acceptable-use policies.
Managed services are designed for supported, reasonably maintained technology environments. Konkord is not responsible for service failures arising from unsupported operating systems, end-of-life software, hardware beyond manufacturer support, or third-party configurations outside Konkord's scope. Konkord will notify Client of unsupported components and may require remediation before extending full service coverage.
Backup services are included only in plans or Orders that expressly contract for them. Where backup is contracted, Konkord will maintain the backup schedule and retention as specified. Konkord does not guarantee the completeness or restorability of any backup in all failure scenarios. Client is encouraged to maintain independent backup verification and business continuity planning regardless of contracted backup services.
Managed services fees are based on the number of managed users and/or devices confirmed at the start of each billing period. Client must notify Konkord of adds, moves, or departures. Per-seat or per-device fees adjust monthly based on the confirmed count. Konkord may audit managed seat counts quarterly and adjust billing accordingly.
Notwithstanding Section 6 of the General Terms, Konkord may immediately suspend managed services — without advance notice — where Client's environment presents a material and active security threat to Konkord's infrastructure, other clients, or third parties. Konkord will notify Client as promptly as practicable following such suspension and work in good faith to restore service once the threat is contained.
This Addendum applies to Konkord's sourcing, ordering, and delivery of hardware, software licenses, and third-party subscriptions on Client's behalf.
Procurement quotes are valid for the period stated, subject to vendor pricing and availability at the time of order. Konkord will make reasonable efforts to honor quoted prices, but hardware and software pricing is subject to change by manufacturers and distributors. Any material price changes will be communicated to Client before order placement.
Payment for procurement items is typically required in advance of order placement or on the timeline specified in the Order. Konkord does not extend credit for hardware or software purchases.
Third-party products are subject to the applicable manufacturer's or publisher's terms, warranties, and end-user license agreements. Konkord acts as a reseller or procurement agent and does not independently warrant hardware, software, or subscription products. Warranty claims and product defects are subject to vendor warranty processes, which Konkord will assist Client in navigating.
Konkord is not liable for vendor product failures, licensing changes, service discontinuations, or supply chain delays.
Recurring software subscriptions managed by Konkord on Client's behalf will renew automatically unless Client provides written notice of cancellation at least thirty (30) days before the renewal date. Konkord will use reasonable efforts to notify Client of upcoming renewals in advance. Client is responsible for costs incurred on auto-renewed subscriptions where timely notice was not provided.
This Addendum applies to fixed-scope project engagements, including migrations, implementations, infrastructure deployments, and other defined deliverable-based work.
Project services are limited to the deliverables, tasks, and assumptions defined in the applicable Order or statement of work. Any work requested outside the defined scope requires a written change order signed by both parties before work commences. Change orders may result in additional fees and adjusted timelines. Konkord will not perform out-of-scope work without a signed change order.
Project timelines in quotes and statements of work are estimates based on information available at the time of quoting. Timelines are subject to dependencies outside Konkord's control, including Client-side access and decisions, third-party vendor cooperation, equipment availability, and environmental conditions discovered during project execution. Delays caused by Client or third parties will extend project timelines commensurately and may result in additional fees.
Client must provide Konkord with timely administrative access to all systems, platforms, and environments required for the project. Client must make available a designated decision-maker throughout the project. Failure to provide required access or decisions within two (2) business days of a request may result in project delays, rescheduling fees, or scope adjustments.
Deliverables are deemed accepted unless Client provides written rejection with specific, detailed objections within ten (10) business days of delivery. Rejection must identify the specific deficiency and reference the agreed specification. Konkord will address valid deficiencies at no additional charge. Deliverables returned for reasons not constituting a deficiency under the agreed scope may be subject to additional fees.
Unless otherwise stated in the Order, project fees are billed as follows: fifty percent (50%) due upon quote acceptance and before work commences ("Deposit"), and fifty percent (50%) due upon project completion and delivery of final deliverables. The Deposit is non-refundable if Client cancels the project after Konkord has commenced work. All remaining fees are due within fourteen (14) days of the final invoice.
Questions about these Terms? Contact us at hello@konkordit.com or call 513-753-1373. These Terms were last reviewed and updated effective January 1, 2026. Konkord reserves the right to update these Terms with sixty (60) days' notice to active clients.