Terms of Service

Last Updated: January 27, 2026

These Terms of Service ("Terms") govern your use of the LayerLogix website and engagement of our managed IT services, cybersecurity solutions, cloud services, network infrastructure, and related professional services ("Services"). By accessing our website or engaging our Services, you agree to these Terms.

1. Services Overview

LayerLogix provides managed IT services including but not limited to: managed IT support, cybersecurity and threat monitoring, cloud computing and migration, network design and structured cabling, IT consulting, help desk services, compliance solutions, and web design and development. Specific service terms, scope, and deliverables are defined in individual service agreements or statements of work (SOW) executed between LayerLogix and the client.

2. Service Agreements

  • All managed IT services are governed by a separate Master Service Agreement (MSA) and/or Statement of Work (SOW) that defines scope, service levels, pricing, and responsibilities.
  • In the event of a conflict between these Terms and a signed service agreement, the service agreement shall prevail.
  • Service agreements may include Service Level Agreements (SLAs) specifying response times, uptime guarantees, and remediation commitments.

3. Client Responsibilities

When engaging our Services, you agree to:

  • Provide accurate and complete information necessary for service delivery.
  • Maintain reasonable security practices on your end, including using strong passwords and restricting unauthorized access to systems we manage.
  • Notify us promptly of security incidents, unauthorized access, or changes to your IT environment that may affect our services.
  • Ensure you have proper licensing for all software in your environment.
  • Grant necessary access to systems, networks, and facilities required for us to perform the contracted services.
  • Designate authorized contacts for service requests and approvals.

4. Acceptable Use

You agree not to use our Services to:

  • Violate any applicable laws or regulations.
  • Transmit malicious code, viruses, or harmful content.
  • Engage in unauthorized access to third-party systems or data.
  • Send unsolicited bulk communications (spam).
  • Store or transmit content that infringes on intellectual property rights.
  • Interfere with or disrupt our infrastructure or other clients' services.

5. Payment Terms

  • Service fees are outlined in your service agreement or SOW.
  • Recurring managed services are billed monthly in advance unless otherwise specified.
  • Project-based and on-demand services are billed upon completion or per milestones defined in the SOW.
  • Payment is due within 30 days of invoice date unless otherwise agreed.
  • Late payments may incur a 1.5% monthly finance charge on outstanding balances.
  • LayerLogix reserves the right to suspend services for accounts past due by more than 60 days, with 15 days written notice.

6. Intellectual Property

  • All content on the LayerLogix website, including text, graphics, logos, and software, is our property or licensed to us and protected by applicable intellectual property laws.
  • Custom solutions developed specifically for a client under a SOW are addressed in the applicable service agreement.
  • General tools, scripts, templates, and methodologies developed or used by LayerLogix remain our intellectual property and may be reused across engagements.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and sensitive information exchanged during the service relationship. This includes but is not limited to: network architectures, security configurations, credentials, business data, and client lists. Confidentiality obligations survive termination of the service relationship.

8. Data Handling & Security

  • We handle client data in accordance with our Privacy Policy and applicable regulations.
  • For clients subject to HIPAA, PCI-DSS, or other regulatory requirements, additional data handling terms are defined in the applicable BAA or compliance addendum.
  • We maintain industry-standard security controls and undergo regular security assessments.
  • In the event of a data breach affecting client data, we will notify affected clients in accordance with applicable breach notification laws and contractual obligations.

9. Service Availability & Limitations

  • We strive for maximum uptime and reliability but do not guarantee uninterrupted service.
  • Scheduled maintenance will be communicated in advance and performed during off-peak hours when possible.
  • Force majeure events (natural disasters, utility outages, cyberattacks beyond reasonable prevention, etc.) are excluded from SLA calculations.
  • We are not responsible for issues caused by third-party services, client-managed systems, or unauthorized modifications to managed environments.

10. Limitation of Liability

To the maximum extent permitted by law, LayerLogix's total liability for any claim arising from our Services shall not exceed the fees paid by the client for the specific service giving rise to the claim during the 12-month period preceding the incident. We shall not be liable for indirect, incidental, consequential, or punitive damages, including lost profits, data loss, or business interruption, except in cases of gross negligence or willful misconduct.

11. Indemnification

You agree to indemnify and hold LayerLogix harmless from claims, damages, and expenses arising from your breach of these Terms, misuse of our Services, or violation of applicable laws. LayerLogix will indemnify clients against third-party claims arising from our gross negligence in performing contracted services.

12. Term & Termination

  • These Terms remain in effect while you use our website or Services.
  • Managed service agreements have specific term and termination provisions defined in the applicable MSA or SOW.
  • Either party may terminate for material breach with 30 days written notice and opportunity to cure.
  • Upon termination, we will assist with orderly transition of services and data per the terms of the applicable agreement.

13. Dispute Resolution

Any disputes arising from these Terms or our Services shall be governed by the laws of the State of Texas. The parties agree to attempt good-faith resolution before pursuing formal proceedings. Any litigation shall be brought in the courts of Harris County, Texas.

14. Website Use

  • The LayerLogix website is provided for informational purposes and to facilitate engagement of our Services.
  • You may not scrape, crawl, or use automated tools to access our website without written permission.
  • We reserve the right to modify or discontinue any aspect of the website without notice.

15. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated via our website or direct notice to active clients. Continued use of our website or Services after changes constitutes acceptance of the updated Terms.

16. Contact

For questions about these Terms, contact us: