Welcome to Intricate Inc. (“Intricate,” “we,” “us,” or “our”).

These Terms of Service (the “Terms”) govern your access to and use of Intricate’s websites, services, and related offerings (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

1. The Services

Intricate provides managed IT services, cloud hosting, infrastructure management, cybersecurity, and related technology solutions to business clients. These Services may include, but are not limited to:

  • Managed IT and help desk support
  • Cloud hosting and hybrid infrastructure services
  • Data backup and disaster recovery
  • Cybersecurity and compliance management
  • Project-based IT consulting and implementation

Users who engage Intricate for these Services may be referred to in these Terms as “Clients.”

2. Client Responsibilities

2.1. Compliance

You agree to use the Services in compliance with all applicable laws, regulations, and these Terms. You are responsible for all activities conducted through your systems and accounts, whether authorized or not.

2.2. Access & Information

To enable Intricate to deliver Services effectively, you agree to:

  • Provide accurate, complete, and current information.
  • Grant necessary access to systems, networks, or infrastructure as reasonably required.
  • Maintain appropriate licenses and permissions for any third-party software integrated with Intricate’s Services.

2.3. Acceptable Use

You agree not to:

  • Use the Services to violate any law or infringe on any third-party rights.
  • Attempt to access or interfere with Intricate’s systems or networks without authorization.
  • Upload or transmit malicious code or harmful materials.
  • Resell, sublicense, or commercially exploit the Services without written consent.
  • Use the Services to engage in fraudulent, abusive, or unethical practices.

Intricate reserves the right to suspend or terminate Services if any prohibited activity is detected.

3. Payment Terms

3.1. Billing & Fees

Services are billed as outlined in the applicable agreement, proposal, or statement of work (SOW). Unless otherwise stated, invoices are due within 30 days of the invoice date.

3.2. Late Payments

Overdue balances may incur interest at 1.5% per month (or the maximum allowed by law). Intricate reserves the right to suspend or terminate Services for nonpayment.

3.3. Payment Processing

Online payments may be processed through third-party providers (e.g., Stripe). By making payments, you agree to those providers’ terms. Intricate is not responsible for errors, security breaches, or losses arising from third-party processors.

3.4. Taxes

Fees exclude applicable taxes, which you are responsible for unless otherwise agreed in writing.

4. Service Availability & Support

4.1. Uptime & Maintenance

Intricate aims to provide continuous service availability. However, scheduled maintenance, upgrades, or factors beyond our control (e.g., internet outages, force majeure events) may cause temporary interruptions.

4.2. Response Times

Response times are governed by each Client’s service level agreement (SLA) or SOW. If no SLA is in place, Intricate will use commercially reasonable efforts to resolve issues promptly.

4.3. Third-Party Services

Intricate may rely on or recommend third-party products or integrations. We are not responsible for the performance, security, or terms of third-party providers unless explicitly stated in writing.

5. Confidentiality & Data Security

5.1. Confidential Information

Both parties agree to maintain the confidentiality of non-public information shared during the course of engagement. Confidential Information does not include information that is:

  • Publicly available without breach of this agreement.
  • Rightfully obtained from a third party without confidentiality obligations.
  • Independently developed without access to the other party’s information.

5.2. Data Protection

Intricate employs reasonable administrative, technical, and physical safeguards to protect client data. However, no system is completely secure, and Intricate disclaims liability for unauthorized access beyond its reasonable control.

6. Intellectual Property

6.1. Ownership

All intellectual property, systems, methodologies, or materials developed or used by Intricate in the course of providing Services remain Intricate’s sole property unless otherwise stated in writing.

6.2. License

Subject to payment and compliance with these Terms, Intricate grants you a limited, non-exclusive, non-transferable right to use the deliverables and materials provided under your engagement for internal business purposes only.

6.3. Feedback

Any suggestions, improvements, or feedback you provide may be used by Intricate without obligation or compensation.

7. Termination

Either party may terminate an engagement as outlined in the applicable SOW or contract.

7.1. Termination for Cause

Either party may terminate upon written notice if the other party materially breaches these Terms and fails to cure within 30 days.

7.2. Effect of Termination

Upon termination:

  • Outstanding fees remain due and payable.
  • Intricate will return or destroy Client data upon written request, subject to legal obligations.
  • Certain obligations (e.g., confidentiality, payment, indemnity, and limitations of liability) will survive termination.

8. Disclaimers & Limitations of Liability

8.1. Disclaimer

The Services are provided “AS IS” and “AS AVAILABLE.” Intricate disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

8.2. Limitation of Liability

To the maximum extent permitted by law, Intricate and its affiliates, officers, employees, and contractors shall not be liable for:

  • Indirect, incidental, consequential, or punitive damages.
  • Loss of profits, business interruption, or loss of data. In no event shall Intricate’s total liability exceed the amount paid by you for Services during the 12 months preceding the claim.

8.3. Indemnification

You agree to indemnify and hold Intricate harmless from any claims, losses, or damages arising from your misuse of the Services, violation of laws, or breach of these Terms.

9. Privacy

Any personal information you provide is governed by our Privacy Policy, which is incorporated by reference into these Terms.

10. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration in Dallas–Fort Worth, Texas, under the rules of the American Arbitration Association (AAA). Each party shall bear its own legal fees, except as otherwise provided by law.

11. Modifications

Intricate may update these Terms from time to time. The most current version will always be posted at www.intricateinc.com/terms. By continuing to use the Services after updates are published, you accept the revised Terms.

12. Contact Information

If you have questions about these Terms or the Services, contact us at:

Intricate Inc.

[Street Address]

Dallas–Fort Worth, TX [ZIP]

legal@intricateinc.com

[Phone Number]