Terms & Conditions

​​​

1. Agreement Structure; Incorporation; Order of Precedence

​

1.1 Order Documents. TrustPoint IT Solutions Inc., a Wisconsin corporation (“TrustPoint”), provides services and sells equipment pursuant to written proposals, quotes, statements of work, or order forms signed or electronically accepted by a client (each, an “Order Document”). Each Order Document identifies the client entity (“Client”), the Services and/or Equipment purchased, the Charges, and the term.

​

1.2 Incorporation. These Standard Terms and Conditions (“Standard Terms”) are incorporated by reference into every Order Document. Each Order Document states the version number and effective date of the Standard Terms that apply to it, and the version so identified (as published at https://www.trustyourit.com/terms-and-conditions and attached to or delivered with the Order Document) governs that Order Document for its full term. The Order Document, these Standard Terms, and any addenda executed by both parties are collectively the “Agreement.”

​

1.3 Order of Precedence. If there is a conflict among the documents comprising the Agreement, the order of precedence is: (a) any mutually executed addendum; (b) the Order Document; (c) these Standard Terms.

​

1.4 Amendments; Client Terms Rejected. The Agreement may be modified only by a written instrument signed by both parties. No terms contained in any Client purchase order, vendor onboarding form, or similar Client document shall modify or supplement the Agreement, and any such terms are expressly rejected, regardless of whether TrustPoint acknowledges or performs under the document containing them. TrustPoint may publish revised versions of these Standard Terms from time to time; a revised version applies to an existing Order Document only upon renewal of that Order Document or upon the parties’ written agreement.

2. Definitions

​​

• “Charges” means all fees, expenses, taxes, and other amounts payable by Client under the Agreement.

• “Client Data” means all data, information, and content provided by or on behalf of Client, or collected, generated, or processed from Client’s systems, in connection with the Services, including business records, credentials owned by Client, configurations specific to Client’s environment, and end-user data.

• “Confidential Information” has the meaning set forth in Section 15.

• “Deliverables” means reports, documentation, and other work product expressly identified in an Order Document as deliverables to Client.

• “Equipment” means hardware, systems, and physical goods sold by TrustPoint to Client under an Order Document.

• “Managed Services” means the recurring, subscription-based information technology services expressly enumerated in an Order Document.

• “Project Services” means fixed-scope or time-and-materials services expressly enumerated in an Order Document, other than Managed Services.

• “Services” means the Managed Services, Project Services, and any other services expressly enumerated in an Order Document.

• “Third-Party Products” means software, subscriptions, cloud services, and licenses published or provided by parties other than TrustPoint and resold, provisioned, or managed by TrustPoint for Client, including without limitation productivity suites, security software, backup platforms, and email filtering services.

3. Services; Scope; Out-of-Scope Work

​

3.1 Scope. TrustPoint will provide only the Services expressly enumerated in the applicable Order Document. Services not enumerated are out of scope.

​

3.2 Out-of-Scope Work. Work requested by Client that is outside the enumerated Services, including work made necessary by Client’s failure to meet its obligations under Section 4, will be performed only upon Client’s approval and billed at TrustPoint’s then-current hourly rates. Work performed outside TrustPoint’s standard business hours of [8:00 a.m.–5:00 p.m. Central, Monday–Friday, excluding holidays] is billed at [1.5x] the applicable rate unless the Order Document provides otherwise.

​

3.3 Service Levels Are Objectives. Response and resolution times, uptime figures, and similar metrics stated in any Order Document or service description are performance objectives, not guarantees, and TrustPoint’s failure to meet them is not a breach of the Agreement. [If TrustPoint elects to offer service-level credits, they should be defined in the Order Document as Client’s sole and exclusive remedy for service-level failures.]

​

3.5 Change Orders. Changes to the scope, schedule, or fees of Project Services are effective only when documented in a written change order accepted by both parties (email acceptance is sufficient).

​

4. Client Responsibilities; Environment Standards

​

4.1 Cooperation. Client will provide TrustPoint with timely access to its facilities, systems, personnel, and information reasonably required to perform the Services; will designate a primary point of contact authorized to make decisions on Client’s behalf; and will ensure that information it provides is accurate and complete. TrustPoint is not responsible for delays or failures caused by Client’s failure to meet these obligations.

​

4.2 Environment Standards. Unless the Order Document provides otherwise, Client must maintain the following throughout the term of any Managed Services: (a) server and workstation operating systems that are vendor-supported and current on security updates; (b) genuine, licensed, vendor-supported software; (c) a currently licensed, vendor-supported endpoint protection solution on all servers and workstations; (d) a currently licensed, vendor-supported backup solution capable of monitoring and failure notification; (e) a currently licensed, vendor-supported firewall between the internal network and the internet; (f) encryption of all wireless data traffic; and (g) secure remote access for TrustPoint via VPN or vendor-supported remote management tooling. Costs to bring Client’s environment up to these standards are not included in Managed Services fees and will be quoted separately.

​

4.3 Licenses. Client represents that it holds all licenses and consents necessary for TrustPoint to access and work on Client’s systems, software, and data, including consent from any third parties whose systems or data TrustPoint must access to perform the Services.

​

5. Security Recommendations; Declined Services; Assumption of Risk

​

5.1 Recommendations. TrustPoint may from time to time recommend in writing (including by email or proposal) security products, services, configurations, or practices, including without limitation multi-factor authentication, endpoint detection and response, managed backup, security awareness training, and patching or upgrade of unsupported systems.

​

5.2 Declined Recommendations. If Client declines, fails to approve, or fails to fund a written recommendation, then to the maximum extent permitted by law: (a) Client assumes all risk of loss, damage, claim, or liability arising from or related to the risk the recommendation was intended to address; (b) Client waives all claims against TrustPoint arising from or related to that risk; and (c) Client will indemnify, defend, and hold harmless TrustPoint from third-party claims arising from or related to that risk. TrustPoint may require Client to sign a written acknowledgment substantially in the form of Appendix B, but the absence of a signed acknowledgment does not limit this Section.

​

5.3 No Guarantee of Security. Client acknowledges that no security product, service, or practice can guarantee prevention of security incidents, and that TrustPoint’s provision of security-related Services does not make TrustPoint a guarantor of Client’s security.

​

6. Client Insurance

​

6.1 During the term of any Managed Services, TrustPoint IT Solutions recommends Client maintain, at its own expense: (a) cyber liability insurance with limits of not less than [$1,000,000] per occurrence covering data breach, ransomware, business interruption, and related first- and third-party losses; and (b) commercial general liability insurance in commercially reasonable amounts. Client will provide certificates of insurance upon TrustPoint’s request.

​

7. Backup and Disaster Recovery

​

7.1 Default Rule. Except to the extent backup or disaster recovery services are expressly enumerated in an Order Document, Client is solely responsible for implementing, managing, testing, and verifying backups of its systems and data.

​

7.2 Managed Backup. Where backup services are enumerated in an Order Document, TrustPoint’s obligations are limited to those expressly stated in the Order Document (for example, deployment, monitoring, and response to failure alerts of the specified backup platform). Recovery point and recovery time figures are objectives, not guarantees. TrustPoint does not warrant that any particular data will be recoverable, and Client remains responsible for identifying the systems and data to be protected and for periodically verifying, with TrustPoint’s assistance where enumerated, that protected data meets Client’s business needs.

​

8. Equipment Sales

​

8.1 Title; Risk of Loss. Title to Equipment passes to Client upon TrustPoint’s receipt of payment in full for that Equipment. Risk of loss passes to Client upon delivery to Client’s premises or, where TrustPoint installs the Equipment, upon completion of installation.

​

8.2 Security Interest. Client grants TrustPoint a purchase-money security interest in all Equipment until paid in full, and authorizes TrustPoint to file financing statements to perfect that interest. Upon Client’s payment default, TrustPoint may exercise all rights of a secured party under the Wisconsin Uniform Commercial Code.

​

8.3 Warranty Pass-Through. Equipment is covered exclusively by the manufacturer’s warranty, which TrustPoint passes through to Client to the extent transferable. TRUSTPOINT MAKES NO INDEPENDENT WARRANTY ON EQUIPMENT. TrustPoint will provide reasonable assistance with manufacturer warranty claims; labor for warranty facilitation is billable unless covered by enumerated Managed Services.

​

8.4 Returns; Special Orders. Equipment may be returned only in accordance with the applicable manufacturer’s or distributor’s return policy, and returns accepted by TrustPoint are subject to a restocking fee of [15%] plus any fees imposed by the manufacturer or distributor. Special-order, custom-configured, licensed, and software items are non-cancellable and non-returnable.

​

9. Third-Party Products

​

9.1 Flow-Through Terms. Client’s use of Third-Party Products is governed by the applicable publisher’s or provider’s license terms, service agreements, and acceptable use policies, which Client accepts by using the Third-Party Products. TrustPoint is not a party to those terms and makes no warranty with respect to Third-Party Products.

​

9.2 Vendor Changes. TrustPoint is not liable for the acts, omissions, outages, security incidents, price changes, feature changes, or discontinuation of any Third-Party Product or its publisher. If a publisher discontinues or materially changes a Third-Party Product, TrustPoint will use commercially reasonable efforts to propose a substitute, and any resulting price change will be handled under Section 10.5.

​

10. Charges; Invoicing; Payment

​

10.1 Invoicing; Due Date. Recurring Charges for Managed Services are invoiced [monthly in advance]. Project Services and Equipment are invoiced as stated in the Order Document, and TrustPoint may require a deposit of up to [50%] before commencing Project Services or ordering Equipment. All invoices are due net [15] days from the invoice date.

​

10.2 Late Payment. Amounts not paid when due bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid.

​

10.3 Suspension for Non-Payment. If any undisputed amount remains unpaid [10] days after TrustPoint gives written notice of non-payment, TrustPoint may suspend some or all Services until all undisputed past-due amounts are paid. Suspension does not relieve Client of its payment obligations, does not extend the term, and TrustPoint is not liable for any consequence of a suspension permitted by this Section.

​

10.4 Invoice Disputes. To dispute an invoice, Client must notify TrustPoint in writing within [15] days of the invoice date, describing the dispute in reasonable detail, and must timely pay all undisputed portions. The parties will work in good faith to resolve disputes promptly. Amounts not disputed within that period are deemed accepted.

​

10.6 Taxes. Charges are exclusive of taxes. Client is responsible for all sales, use, and similar taxes arising from the Agreement, other than taxes on TrustPoint’s income.

​

11. Term; Renewal

​

11.1 Term. The term of each Order Document for Managed Services begins on its effective date and continues for the initial term stated in it (the “Initial Term”).

​

11.2 Renewal. Unless either party gives written notice of non-renewal at least [30] days before the end of the then-current term, each Order Document for Managed Services automatically renews for successive [twenty four (24)-month] renewal terms at TrustPoint’s then-current rates.

​

11.3 Month-to-Month Conversion. If Client gives timely notice of non-renewal but requests or accepts continued Services after the term ends, Services continue on a month-to-month basis, terminable by either party on [30] days’ written notice, at the then-current rates may be subject to a plus [20%].

12. Termination

​

12.1 Onboarding Window. During the first one-hundred (100) days of the Initial Term of an Order Document for Managed Services, either party may terminate that Order Document, with or without cause, on thirty (30) days’ written notice.

​

12.2 Termination for Cause. Either party may terminate the Agreement or any Order Document if the other party materially breaches it and fails to cure within thirty (30) days after written notice describing the breach; provided that TrustPoint may terminate on ten (10) days’ written notice for Client’s failure to pay undisputed amounts. Either party may terminate immediately upon the other party’s insolvency, assignment for the benefit of creditors, or bankruptcy filing not dismissed within sixty (60) days.

​

12.3 Early Termination by Client. After the onboarding window, Client may terminate an Order Document for Managed Services without cause on [60] days’ written notice, provided Client pays, on or before the effective date of termination, an early termination fee equal to [sixty percent (60%)] of the monthly recurring Charges then in effect multiplied by the number of full and partial months remaining in the then-current term. The parties agree that TrustPoint’s damages from early termination are difficult to ascertain and that this fee is a reasonable estimate of those damages and is liquidated damages, not a penalty.

​

12.4 Effect of Termination. Upon the effective date of termination or expiration of an Order Document: (a) TrustPoint may cease providing the affected Services; (b) Client will pay all Charges for Services performed and Equipment delivered through the effective date, plus any early termination fee due; (c) each party will return or destroy the other’s Confidential Information as provided in Section 15; and (d) Client will return all TrustPoint-owned tools, equipment, and materials located at Client’s facilities.

​

13. Offboarding; Transition Assistance

​

13.1 Handover. Provided Client has paid all undisputed amounts due, TrustPoint will, within [ten (10)] business days after the effective date of termination or expiration of Managed Services: (a) deliver to Client all administrative credentials for Client-owned systems and Client-licensed Third-Party Products under TrustPoint’s control; (b) transfer to Client (or its designee) administrative control of Client’s cloud tenants, domains, and DNS to the extent under TrustPoint’s control; and (c) deliver Client-specific environment documentation maintained by TrustPoint in the ordinary course.

​

13.2 Transition Assistance. Assistance beyond Section 13.1 (including knowledge transfer to a successor provider, data migration, and de-installation of tooling) is available at TrustPoint’s then-current hourly rates and may be conditioned on prepayment.

​

13.3 Data Retention After Termination. Unless otherwise agreed in writing, TrustPoint will retain Client Data held in TrustPoint-managed backup or storage platforms for [thirty (30)] days after the effective date of termination, after which TrustPoint may delete it. Client is responsible for retrieving or migrating Client Data during that period.

​

14. Client Data; Compliance; Security Incidents

​

14.1 Ownership. As between the parties, Client owns all Client Data. Client grants TrustPoint a non-exclusive license to access, use, and process Client Data solely to perform the Services and comply with law.

​

14.2 Client Compliance Obligations. Client is responsible for its own compliance with laws applicable to Client Data and Client’s business, including data protection, privacy, and industry-specific regulations. TrustPoint’s Services are not legal or compliance advice.

​

14.3 HIPAA. If Client is a covered entity or business associate under HIPAA and the Services involve protected health information, the parties will execute TrustPoint’s business associate agreement, which will control over this Agreement with respect to protected health information. TrustPoint has no HIPAA obligations absent an executed business associate agreement.

​

14.4 Security Incidents. TrustPoint will notify Client without undue delay after confirming a security incident within TrustPoint’s own systems that results in unauthorized access to Client Data, and will provide reasonable cooperation, at Client’s expense except to the extent the incident resulted from TrustPoint’s breach of this Agreement. Unless expressly enumerated as a Service, Client is responsible for its own incident response and for any legally required notifications to individuals, regulators, or other third parties.

​

15. Confidentiality

​

15.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) in connection with the Agreement that is designated confidential or that a reasonable person would understand to be confidential, including Client Data, credentials, network documentation, security configurations, pricing, and business plans. Confidential Information excludes information that: (a) is or becomes public through no fault of the Recipient; (b) was known to the Recipient without restriction before disclosure; (c) is independently developed by the Recipient without use of the Discloser’s Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.

​

15.2 Obligations. The Recipient will use the Discloser’s Confidential Information only to perform under or exercise rights granted by the Agreement, will protect it with at least the care it uses for its own similar information (and no less than reasonable care), and will limit access to personnel, subcontractors, and advisors who need it and are bound by obligations at least as protective as this Section.

​

15.3 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives the Discloser prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.

​

15.4 Return; Survival. Upon termination and the Discloser’s written request, the Recipient will return or destroy the Discloser’s Confidential Information, except copies retained to comply with legal, regulatory, or bona fide record-keeping requirements, which remain subject to this Section. The obligations of this Section survive for [three (3) years] after termination, and indefinitely for trade secrets and credentials.

​

16. Intellectual Property

​

16.1 TrustPoint IP. TrustPoint retains all right, title, and interest in and to its pre-existing intellectual property and anything it develops that is of general applicability to its business, including scripts, automations, deployment packages, monitoring configurations, templates, know-how, and methodologies (collectively, “TrustPoint Tools”), whether or not used to serve Client. No rights in TrustPoint Tools are transferred to Client, and TrustPoint may remove TrustPoint Tools from Client’s environment at termination.

​

16.2 Deliverables; Client Documentation. Upon payment in full, Client receives a perpetual, non-exclusive, non-transferable license to use Deliverables for its internal business purposes. Client-specific environment documentation (network diagrams, asset inventories, and credentials for Client-owned systems) is Client’s Confidential Information, and Client is entitled to a copy under Section 13.1 regardless of the platform in which TrustPoint maintains it.

​

17. Non-Solicitation of Personnel

​

17.1 During the term of the Agreement and for [twelve (12) months] after its termination or expiration, Client will not, directly or indirectly, solicit for employment or engagement, or hire or engage, any TrustPoint employee or contractor who performed Services for Client, without TrustPoint’s prior written consent. If Client does so, Client will pay TrustPoint, as liquidated damages and not as a penalty, an amount equal to [seventy-five percent (75%)] of that individual’s total annualized compensation. This Section does not prohibit general solicitations not targeted at TrustPoint personnel, but the hiring fee applies to any hire of covered personnel however sourced.

​

18. Limited Warranty; Disclaimers

​

18.1 Services Warranty. TrustPoint warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client’s sole and exclusive remedy, and TrustPoint’s entire liability, for breach of this warranty is re-performance of the non-conforming Services or, if re-performance is impracticable, a refund of the Charges paid for the non-conforming Services.

​

18.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 18.1 AND SECTION 8.3, TRUSTPOINT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TRUSTPOINT DOES NOT WARRANT THAT THE SERVICES, EQUIPMENT, OR THIRD-PARTY PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL PREVENT VIRUSES, RANSOMWARE, OR OTHER SECURITY INCIDENTS OR DATA LOSS. NO ADVICE OR INFORMATION OBTAINED FROM TRUSTPOINT CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

​

19. Limitation of Liability

​

19.1 Cap. EXCEPT FOR THE EXCLUDED CLAIMS DEFINED BELOW, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED: (A) FOR CLAIMS RELATING TO MANAGED SERVICES, THE CHARGES PAID BY CLIENT FOR THE MANAGED SERVICES DURING THE [SIX (6)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) FOR CLAIMS RELATING TO PROJECT SERVICES OR EQUIPMENT, THE CHARGES PAID BY CLIENT FOR THE SPECIFIC PROJECT OR EQUIPMENT GIVING RISE TO THE CLAIM.

​

19.2 Consequential Damages Waiver. EXCEPT FOR THE EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

​

19.3 Excluded Claims. “Excluded Claims” means: (a) Client’s obligations to pay Charges and early termination fees; (b) either party’s indemnification obligations under Section 21; (c) either party’s breach of Section 15 (Confidentiality); (d) Client’s breach of Section 17 (Non-Solicitation); and (e) a party’s gross negligence, willful misconduct, or fraud.

​

20. Indemnification

​

20.1 By Client. Client will indemnify, defend, and hold harmless TrustPoint and its owners, employees, agents, and subcontractors from and against third-party claims, and resulting damages, liabilities, costs, and reasonable attorneys’ fees, arising out of: (a) Client Data, including claims that Client Data or TrustPoint’s authorized use of it infringes or violates the rights of a third party or applicable law; (b) Client’s misuse of Equipment, Services, or Third-Party Products; (c) Client’s breach of the Agreement, including Section 4 (Client Responsibilities) and Section 9 (Third-Party Products); (d) risks assumed by Client under Section 5 (Declined Recommendations); and (e) Client’s violation of law.

​

20.2 By TrustPoint. TrustPoint will indemnify, defend, and hold harmless Client from and against third-party claims, and resulting damages, liabilities, costs, and reasonable attorneys’ fees, arising out of: (a) death, bodily injury, or damage to tangible personal property to the extent caused by TrustPoint’s negligence or willful misconduct while at Client’s premises; and (b) a claim that the Services (excluding Third-Party Products, Client Data, and materials provided by Client) infringe a United States copyright or misappropriate a trade secret.

​

20.3 Procedure. The indemnified party must give prompt written notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided any settlement fully releases the indemnified party without admission of fault by it), and provide reasonable cooperation at the indemnifying party’s expense.

​

21. TrustPoint Insurance

​

21.1 TrustPoint maintains commercial general liability insurance and technology errors & omissions / cyber liability insurance in commercially reasonable amounts, and will provide certificates of insurance upon Client’s reasonable request.

​

22. Force Majeure

​

22.1 Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, fire, epidemic, war, terrorism, labor disputes, utility or telecommunications failures, acts of government, and acts or omissions of third-party service providers, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance. If a force majeure event continues for more than [sixty (60)] days, either party may terminate the affected Order Document on written notice.

​

23. Notices

23.1 Formal notices under the Agreement (including notices of breach, non-renewal, and termination) must be in writing and delivered by: (a) certified mail or nationally recognized courier to the receiving party’s address stated in the Order Document (for TrustPoint: 2310 S. Green Bay Rd, Suite C #281, Racine, WI 53406); or (b) email to the address stated in the Order Document (for TrustPoint: info@trustyourit.com), effective upon confirmation of receipt or the recipient’s reply. Routine operational communications may be given by email or ticketing system.

​

24. Governing Law; Venue; Dispute Terms

24.1 Governing Law; Venue. The Agreement is governed by the internal laws of the State of Wisconsin, without regard to conflict-of-laws rules. The state courts situated in Racine County, Wisconsin, and the United States District Court for the Eastern District of Wisconsin have exclusive jurisdiction over any action arising out of or relating to the Agreement, and each party consents to that jurisdiction and venue.

​

24.2 Jury Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

​

24.3 Limitation of Actions. Any action by Client arising out of or relating to the Agreement must be commenced within one (1) year after the cause of action accrues, or it is forever barred.

​

24.4 Collection Costs; Attorneys’ Fees. Client will pay TrustPoint’s reasonable costs of collection of past-due Charges, including collection agency fees, court costs, and reasonable attorneys’ fees. [Alternative for counsel to consider: a mutual prevailing-party fee provision for all disputes.]

​

25. Assignment; Relationship; General

​

25.1 Assignment. Client may not assign the Agreement without TrustPoint’s prior written consent, which will not be unreasonably withheld, and any attempted assignment without consent is void. TrustPoint may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to Client. The Agreement binds and benefits the parties and their permitted successors and assigns.

​

25.2 Independent Contractor. TrustPoint is an independent contractor. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.

​

25.3 Severability. If any provision of the Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if it cannot be, severed, and the remainder of the Agreement remains in effect.

​

25.4 Counterparts; Electronic Signatures. The Agreement may be executed in counterparts, and signatures delivered electronically (including via e-signature platforms, email, or click-acceptance recorded by TrustPoint) are effective as originals.

​

25.5 Entire Agreement; No Waiver. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings on that subject. A party’s failure or delay in exercising a right is not a waiver, and a waiver on one occasion is not a waiver on any other.

​

25.6 Survival. Sections 5, 8.2, 10, 12.4, 13.3, 14, 15, 16, 17, 18.2, 19, 20, 23, 24, and 25 survive termination or expiration of the Agreement, together with any other provision that by its nature should survive.

​

25.7 Authority. Each individual executing an Order Document represents that he or she is authorized to bind the party on whose behalf he or she signs.

​

26. SMS Terms & Conditions

​

26.1 SMS Consent Communication: Information (Phone Numbers) obtained as part of the SMS consent process will not be shared with third parties for marketing purposes. 

​

26.2 Types of SMS Communications:  If consent has been given to receive text messages from TrustPoint IT Solutions Inc., messages may be received related to the following: Appointment reminders, Follow-up messages: Example: "Hello, this is a reminder of your upcoming appointment with [Name] at [Location] on [Date] at [Time]. Reply STOP to opt out of SMS messaging at any time."

​

26.3 Message Frequency: Message frequency may vary depending on the type of communication. For example, up to 10 SMS messages per week may be received related to appointment reminders, Follow-up messages

​

26.4 Potential Fees for SMS Messaging: Standard message and data rates may apply, depending on the carrier's pricing plan. These fees may vary if the message is sent domestically or internationally. 

​

26.5 Opt-In Method: Opt-in to receive SMS messages from TrustPoint IT Solutions Inc. can be done in the following ways: By filling out a website form located at: https://www.trustyourit.com/contact

​

26.6 Opt-Out Method: Opting out of receiving SMS messages can be done at any time by replying "STOP" to any SMS message received. Alternatively, direct contact can be made to request removal from the messaging list.

​

26.7 Help: For any issues, reply with the keyword HELP. Alternatively, help can be obtained directly from us at www.trustyourit.com. 

​

26.8 Additional Options: If SMS messages are not desired, the SMS consent box on forms can be left unchecked

​

26.9 Standard Messaging Disclosures: Message and data rates may apply. 

​

26.10 Opt out at any time by texting "STOP."

​

26.11 For assistance, text "HELP" or visit our Privacy Policy and Terms and Conditions pages.

​

26.12 Message frequency may vary

​​

Appendix A — Revised Proposal Acceptance Block (for Order Documents)

​

1. PRICING AND AGREEMENT ACCEPTANCE

2. TrustPoint IT Solutions Inc. (“TrustPoint”) will provide the Services and Equipment described in this proposal, and Client will pay the Charges described in this proposal, on the terms of this proposal and TrustPoint’s Standard Terms and Conditions, Version [1], dated [08/25/2026] (the “Standard Terms”), which are attached to this proposal, are also available at https://www.trustyourit.com/terms-and-conditions, and are incorporated into this proposal by reference. The version of the Standard Terms identified above governs this Agreement for its full term. By signing below, Client confirms it has received and read the Standard Terms and agrees to them.

3. AUTOMATIC RENEWAL DISCLOSURE [include if § 134.49 applies]: THIS AGREEMENT AUTOMATICALLY RENEWS FOR SUCCESSIVE [12-MONTH] TERMS UNLESS EITHER PARTY GIVES WRITTEN NOTICE OF NON-RENEWAL AT LEAST [60] DAYS BEFORE THE END OF THE THEN-CURRENT TERM. SEE SECTION 11 OF THE STANDARD TERMS.

4. EARLY TERMINATION: If Client terminates Managed Services before the end of the current term (other than during the 90-day onboarding window or for TrustPoint’s uncured material breach), an early termination fee applies as stated in Section 12.3 of the Standard Terms.

5. [CONSUMER TRANSACTIONS ONLY — include only where the client is a natural person purchasing for personal, family, or household purposes:] YOU MAY CANCEL THIS CONTRACT BY EMAILING INFO@TRUSTYOURIT.COM OR MAILING WRITTEN NOTICE TO TRUSTPOINT AT 2310 S. GREEN BAY RD, SUITE C #281, RACINE, WI 53406, BEFORE MIDNIGHT OF THE THIRD BUSINESS DAY AFTER YOU SIGN THIS AGREEMENT. YOU MAY USE THIS PAGE AS THAT NOTICE BY WRITING “I HEREBY CANCEL” AND ADDING YOUR NAME AND ADDRESS. A DUPLICATE OF THIS PAGE IS PROVIDED FOR YOUR RECORDS. THIS PARAGRAPH APPLIES ONLY IF AND TO THE EXTENT THE WISCONSIN CONSUMER ACT, WIS. STAT. § 421.101 ET SEQ., APPLIES TO THIS AGREEMENT. IT DOES NOT APPLY TO PURCHASES FOR BUSINESS PURPOSES.​​