Last Updated: January 1, 2026

These Terms and Conditions govern all services provided by Network Depot, LLC ("Network Depot") to its clients ("Client"). By executing a Service Order or receiving services from Network Depot, Client agrees to be bound by these Terms.

Order Documents

Network Depot provides services pursuant to written Sales Orders or Service Orders that clearly define the scope of services to be performed, any products provided, and the applicable period of performance. Network Depot will only provide services that are expressly set forth in an agreed-upon Sales Order, and no verbal or implied commitments shall be binding.

If there is any conflict between these Terms and an applicable Sales Order, the terms of the Sales Order shall govern solely for that specific engagement, without modifying this Agreement as a whole.

Service Exclusions

Project Work:
The installation, setup, and configuration of new hardware, infrastructure, and software. Examples include workstation setups, server migrations, office moves.

Third Party Software:
Includes development and warranty of new or third-party software.

Out of Support:
Any troubleshooting support on devices out of warranty or manufacturer support will be billable on a time and materials basis.

Natural and Man-Made Disasters:
Damages and recovery from instances of flood, earthquake, fire, lightning, power system failures (brownouts/surges), water/sprinkler system failures, etc.

Cyber-Terrorism:
Includes all ransomware, malware infections, and hacking that impacts over 20% of the company’s workstations, or any central storage/server. All remediation for this, as well as required forensic discovery, payment of ransoms, will be billable on a time and material basis. Company encourages Client to carry cyber-insurance to protect Client liability.

Service Availability

Onsite DC Metro Support Availability:
Monday through Friday, 8am to 5pm EST.

Remote Help Desk Support Availability:
Monday through Friday, 8am to 5pm EST.

Emergency Response:
7 days a week, same day response, 6am to 11pm EST.

Emergency Definition:
Critical server outages and network system failures that affect the entire network and organization and prevent them from production.

Term of Agreement

This Agreement becomes effective on the date of the last signature and remains in effect for the duration of all active Sales Orders unless earlier terminated in accordance with these Terms. Each Sales Order may have its own term, which shall control for that specific service engagement.

Ownership of Confidential Information

All Confidential Information remains the sole property of the Disclosing Party. No license or other rights are granted to the Receiving Party except the limited right to use such information solely for purposes consistent with the parties’ business relationship.

Restrictions on Use and Disclosure

The Receiving Party agrees to:

• Maintain the confidentiality of all Confidential Information
• Use Confidential Information only for authorized business purposes
• Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than a reasonable standard of care
• Not disclose Confidential Information to any third party without prior written authorization

The Receiving Party shall not copy, reproduce, or exploit Confidential Information for its own benefit or the benefit of others except as expressly permitted under this Agreement.

Disclosure to Representatives

Confidential Information may be disclosed only to the Receiving Party’s employees, officers, directors, contractors, or agents who have a legitimate need to know such information and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement. The Receiving Party is responsible for any breach by its representatives.

Unauthorized or Compelled Disclosure

The Receiving Party shall promptly notify the Disclosing Party of any unauthorized disclosure or use of Confidential Information. If disclosure is required by law, the Receiving Party shall provide advance notice to allow the Disclosing Party to seek protective measures.

Survival of Obligations

All confidentiality and non-use obligations under this Agreement survive termination of the Agreement, regardless of the reason for termination.

Exceptions to Confidential Information

Confidentiality obligations do not apply to information that:

• Becomes publicly available without breach of this Agreement
• Is lawfully obtained from a third party without confidentiality restrictions
• Is independently developed without reference to Confidential Information

Disclosure of Confidential Information may also occur in legal proceedings to enforce rights under this Agreement.

Return or Destruction of Materials

Upon termination of this Agreement or upon request, each party shall promptly return or securely destroy all materials containing the other party’s Confidential Information, including copies in any form.

Fees, Expenses, and Taxes
Fees

Client agrees to pay Network Depot the rates specified in the applicable Sales Order or, if no rates are specified, Network Depot’s standard hourly rates in effect at the time services are rendered. Fees are based on the scope and assumptions defined in each Sales Order.

Expenses

Client shall reimburse Network Depot for all reasonable and documented travel, lodging, meals, and other out-of-pocket expenses incurred in connection with the delivery of services.

Taxes

All prices are exclusive of applicable sales, use, or similar taxes. Any such taxes assessed on the services will be billed separately unless Client provides valid tax exemption documentation in advance.

Scheduling & Change Orders

Failure to schedule services within three (3) months of execution of a Sales Order may result in billing for costs incurred in reliance on the engagement. Any changes to the scope, pricing, or timing of services must be agreed to in writing by both parties.

Invoicing and Payment

Network Depot will invoice Client at intervals specified in the applicable Sales Order or otherwise agreed upon. All invoices are due and payable within thirty (30) days of the invoice date. Past-due balances may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law. One Step Ahead service charge will increase by 5% of active contract on an annual basis. Client is responsible for all reasonable costs incurred by Network Depot in collecting overdue amounts, including attorney’s fees.

Independent Contractor Relationship

The parties are independent contractors, and nothing in this Agreement shall be deemed to create an agency, partnership, joint venture, fiduciary, or employment relationship between Network Depot and Client.

Disclaimer of Warranties

All services, products, and deliverables are provided on an “as is” and “as available” basis. Network Depot disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, or uninterrupted operation, to the fullest extent permitted by law.

Limitation of Liability
Excluded Damages

Under no circumstances shall Network Depot be liable for any indirect, incidental, consequential, special, or exemplary damages, including loss of profits, revenue, data, or business interruption, even if advised of the possibility of such damages.

Liability Cap

Network Depot’s total aggregate liability arising out of or related to this Agreement shall not exceed the amount paid by Client under the applicable Sales Order giving rise to the claim, or one (1) month of recurring service fees, whichever is less.

Indemnification

Client agrees to indemnify, defend, and hold harmless Network Depot from and against any third-party claims, damages, liabilities, and expenses arising out of Client’s negligence, misuse of services, reliance on third-party products, or failure to follow Network Depot’s recommendations.

Software and Third-Party Applications

Network Depot does not develop, manufacture, or warrant third-party software. Network Depot may assist with installation or coordination with vendors, but all software is subject to the terms and warranties of the applicable manufacturer or licensor.

Data Protection and Backups

Unless otherwise agreed to in writing, Client remains solely responsible for maintaining backups of its data and systems. Network Depot shall not be liable for the loss, corruption, or unavailability of data.

Termination

Either party may terminate this Agreement for material breach upon written notice if such breach remains uncured for five (5) days. Additional termination rights apply in cases of insolvency or by mutual written agreement. Upon termination, all outstanding payment obligations shall immediately become due and payable.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in Fairfax County, Virginia.

Force Majeure

Network Depot shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, government actions, or other emergencies.

Client Insurance

Client is responsible for maintaining insurance coverage sufficient to protect its equipment, systems, and data. Network Depot shall not be responsible for losses covered by Client’s insurance.

Non-Solicitation

During the term of this Agreement and for one (1) year thereafter, neither party shall solicit or hire the other party’s employees or contractors involved in providing services without prior written consent.

Assignment

Client may assign this Agreement in connection with a merger or acquisition with written notice. Network Depot may assign this Agreement, in whole or in part, without restriction.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Electronic Signatures

Electronic and digital signatures shall be deemed valid and enforceable for all purposes under this Agreement.

Entire Agreement

This Agreement, together with all applicable Sales Orders, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

Amendments

This Agreement may be amended only by a written document signed by authorized representatives of both parties.

Questions?

If you have questions about these Terms, please contact Network Depot directly. 703.264.7776