Nutechvita, LLC.

Effective Date: March 11, 2025 

 

These General Terms and Conditions (“Terms”) govern the services provided by Nutechvita, LLC.  (“We,” “Us,” or “Our”) to you, the client (“You” or “Your”). By signing a Service Agreement or using Our services, You agree to these Terms. 

 

1. Services 

1.1 Scope 

We will provide the managed IT services (e.g., IT support, cybersecurity, VoIP) outlined in Your Service Agreement or proposal (“Services”). Any additional work outside this scope requires mutual agreement and may incur extra fees. 

 

1.2 Requirements 

You agree to maintain the hardware, software, and connectivity listed in Our Recommended Technology Platform (provided separately) to ensure We can deliver Services effectively. 

 

1.3 Access 

You grant Us remote and/or physical access to Your systems as needed to perform Services, subject to reasonable security protocols You provide in advance. 

 

2. Payment Terms 

2.1 Fees 

You agree to pay the fees in Your Service Agreement, due monthly in advance unless otherwise stated. One-time fees (e.g., onboarding) are due upon invoice receipt. 

 

2.2 Late Payments 

You shall have a grace period of ten (10) days past the due date before a late fee is applied. If payment is not received within this grace period, a late fee of 2% of the invoice amount or $15, whichever is lower, shall be assessed, not to exceed the maximum rate permitted by Florida law. We may suspend Services if payment is 30+ days late, with prior notice. 

 

2.3 Taxes 

You are responsible for all applicable taxes on Our fees, excluding taxes on Our income. 

 

2.4 Rate Changes 

We may adjust fees annually with 30 days’ written notice, effective at Your next billing cycle. 

 

3. Term and Termination 

3.1 Term 

Services begin on the start date in Your Service Agreement and continue for the initial term (e.g., 12 months) unless otherwise specified, renewing automatically for the same term unless terminated. 

 

3.2 Termination by You 

You may terminate this Agreement prior to the end of the Initial Term by providing thirty (30) days’ written notice and paying an early termination fee equal to 50% of the remaining fees due for the Initial Term.

3.3 Termination by Us 

We may terminate with 30 days’ notice for non-payment, breach of these Terms, or if We cease offering a Service. Immediate termination applies if You misuse Services or violate laws. 

 

3.4 Post-Termination 

Upon termination, You must pay all outstanding fees. We’ll assist with data transition for 30 days at Our standard hourly rate, if requested. 

 

4. Responsibilities 

4.1 Your Duties 

(a) You will provide accurate information, timely responses, and system access as reasonably required for the performance of the Services.
(b) You’re responsible for Your data backups unless We explicitly agree to manage them under the Service Agreement.
(c) All service requests shall be submitted exclusively through Our designated service desk portal, as specified by Us, to ensure proper tracking and resolution of such requests.

 

4.2 Our Duties 

We’ll deliver Services with reasonable skill and care, using trained personnel, but We don’t guarantee uninterrupted or error-free performance due to factors beyond Our control (e.g., internet outages). 

 

5. Confidentiality 

5.1 Protection 

We’ll keep Your confidential information (e.g., financial data, client lists) private, using it only to provide Services, except as required by law or with Your consent. 

 

5.2 Your Obligation 

You’ll keep Our pricing, methods, and tools confidential. 

 

5.3 Duration 

Confidentiality lasts during the term and for 3 years after termination. 

 

6. Intellectual Property 

6.1 Ownership 

We retain ownership of Our tools, software, and processes. You retain ownership of Your data. 

 

6.2 License 

We grant You a non-exclusive license to use deliverables (e.g., reports) solely for Your internal business needs during the term. 

 

7. Liability and Warranties 

7.1 Limitation 

Our liability is limited to the fees You paid Us in the 6 months prior to a claim. We’re not liable for indirect damages (e.g., lost profits, data loss) unless caused by Our gross negligence or willful misconduct. 

 

7.2 No Warranty 

Services are provided “as is.” We don’t warrant third-party products (e.g., Microsoft 365, QuickBooks) beyond their manufacturers’ terms. 

 

7.3 Force Majeure 

Neither Party shall be liable for delays or failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, labor disputes, power or Internet outages, or governmental actions.

 

8. Data and Security 

8.1 Data Protection 

We’ll use industry-standard measures to secure Your data We manage, but You’re responsible for Your own security unless covered by Our Services. 

 

8.2 Data Loss 

We’re not liable for data loss unless it results from Our failure to perform agreed backup services. 

 

9. Dispute Resolution 

9.1 Binding Arbitration 

Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration under the Revised Florida Arbitration Code (Chapter 682, Florida Statutes) and the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be resolved in the state or federal courts located in Lee County, Florida, before a single neutral arbitrator chosen per AAA rules. 

 

9.2 Process 

The arbitrator may conduct hearings in person or via communication technology (e.g., Zoom), as agreed by the parties or decided by the arbitrator. Each party will bear its own legal costs, but the arbitrator may award reasonable attorney fees and arbitration costs to the prevailing party if permitted by law or these Terms. The award will be final and binding, enforceable in any court of competent jurisdiction, with appeals limited to grounds in Section 682.13, Florida Statutes, within 30 days of the award.  

 

9.3 Governing Law 

These Terms and any arbitration are governed by Florida law, excluding its conflict-of-law rules. 

 

9.4 No Class Actions 

You agree to resolve disputes only on an individual basis, not as part of a class, consolidated, or representative action. 

10. General 

10.1 Entire Agreement 

These Terms, with Your Service Agreement, are the full deal—prior talks or writings don’t apply unless incorporated here. 

 

10.2 Amendments 

Changes must be in writing, signed by both parties. 

 

10.3 Notices 

Notices must be written and sent to the addresses in the Service Agreement (email counts if receipt is confirmed). 

 

10.4 Assignment 

You can’t assign these Terms without Our consent; We can assign them to a successor in a business sale. 

 

10.5 Severability 

If any part is invalid, the rest still applies. 

 

Contact Us 

Questions? Reach Nutechvita, LLC. at info@nutechvita.com/239-539-5528.