Terms & Conditions

1. General Terms and Acceptance

These Terms & Conditions ("Terms") govern technology-related products and services furnished by Tellap Technology Solutions ("Tellap," "Company," "we," "our," or "us") to its clients ("Client," "Customer," or "you").

These Terms apply to IT consulting, managed IT services, managed security services, network administration, cybersecurity assistance, cloud services, software support, hardware installation, data migration, database development, website services, telecommunications assistance, technical support, remote assistance, project work, and all other related technology services provided by Tellap.

By making payment for services after receiving conspicuous notice of these Terms, and to the extent permitted by applicable law, Client acknowledges and accepts these Terms as conditions of the applicable transaction. No separate handwritten signature is required when legally effective acceptance has otherwise occurred.

Client acknowledges that these Terms are publicly available at www.tellap.com.

The mere publication of these Terms does not, by itself, establish Client's acceptance. Existing written agreements shall prevail to the extent they conflict with these Terms unless lawfully amended.

Scope of Coverage — Past, Present, and Future Services

These Terms & Conditions are intended to apply to all technology-related products, services, professional activities, consulting, managed services, technical support, installations, maintenance, cybersecurity services, system administration, projects, and other work performed by Tellap Technology Solutions, whether performed on a one-time, recurring, emergency, remote, onsite, paid, or complimentary basis.

The intended scope includes services performed before, on, and after the date of Client's acceptance, including services performed since January 1, 2015, to the extent such retrospective application is expressly agreed to and enforceable under Illinois law.

These Terms are intended to govern claims, disputes, damages, losses, incidents, errors, omissions, negligence, service interruptions, equipment failures, data breaches, cybersecurity incidents, and other matters arising from covered Services, regardless of when an incident is discovered or a claim is asserted.

For past services, any retrospective release or limitation of existing claims shall apply only to the extent Client has validly agreed to such retrospective coverage, with any consideration required by applicable law, and only as permitted by law.

For present and future services, the applicable limitations of liability, disclaimers, allocation of risk, and Client responsibilities shall apply to transactions for which these Terms have been validly accepted.

Nothing in this section shall override a controlling written agreement or eliminate liability that cannot lawfully be released or limited.

These provisions are intended to provide the broadest legally permissible protection to Tellap Technology Solutions and its owners, officers, employees, agents, and authorized contractors.

Software Applications, Custom Development, Licensing, and Client Acceptance

These Terms & Conditions are intended to apply to all software applications, programs, databases, scripts, automation systems, websites, web applications, integrations, custom-developed solutions, licensed products, and related technology created, developed, modified, maintained, distributed, hosted, or supported by Tellap Technology Solutions.

Such coverage includes software developed for individual clients, proprietary Tellap products, custom programming, third-party integrations, and software furnished as part of consulting or managed services.

Client acknowledges that software may contain programming errors, defects, vulnerabilities, incompatibilities, performance limitations, security weaknesses, and other unforeseen conditions.

Tellap Technology Solutions does not guarantee uninterrupted operation, error-free software, complete data security, or compatibility with every third-party environment.

To the fullest extent permitted by Illinois law, Tellap disclaims implied warranties and excludes liability for consequential damages, including business interruption, lost revenue, lost profits, loss of productivity, and data loss arising from software operation, malfunction, errors, omissions, or incompatibilities.

Any legally recoverable direct damages arising from software developed, supplied, or supported by Tellap shall be subject to the applicable limitation of liability contained in these Terms, except where prohibited by law.

Client remains responsible for determining whether the software is suitable for its business requirements, maintaining appropriate independent data backups, establishing business continuity procedures, and making operational decisions based on software output.

Unless otherwise agreed in writing, Tellap retains ownership of its preexisting software, proprietary tools, frameworks, libraries, and intellectual property. Ownership and licensing rights in client-specific deliverables shall be governed by any applicable written development agreement.

These Terms apply to software installations, downloads, access, updates, upgrades, renewals, subscriptions, and continued use where Client has received legally sufficient notice and validly accepted the applicable Terms.

These Terms shall not retroactively extinguish existing claims or override previously granted software ownership or licensing rights without a legally effective agreement.

2. Client Assumption of Risk

Client understands and expressly acknowledges that information technology systems, electronic communications, networks, software, hardware, cloud platforms, and cybersecurity systems involve inherent and unavoidable risks.

These risks include, without limitation:

• Cyberattacks, hacking, ransomware, malware, phishing, and unauthorized access.
• Data breaches, data corruption, accidental deletion, and permanent data loss.
• Hardware malfunction, software errors, equipment damage, and system failure.
• Network outages, internet failures, telecommunications interruptions, and power failures.
• Human error, configuration mistakes, omissions, oversights, and unforeseen technical complications.
• Failed installations, updates, migrations, conversions, integrations, or restorations.
• Unauthorized activity by employees, contractors, vendors, or third parties.
• Lost revenue, operational disruption, reputational harm, and business interruption.
• Physical accidents, property damage, and other incidents associated with technology equipment or service work.

Client knowingly accepts the inherent risks of operating and relying upon technology systems.

The provision of IT consulting, technical assistance, cybersecurity services, or managed services does not constitute a transfer of all business, operational, financial, security, or regulatory risks from Client to Tellap.

3. Client Responsibility for Systems and Operations

Client retains ultimate responsibility for its technology environment, business operations, information, and decisions.

Unless expressly included within a separately documented service scope, Client is responsible for:

• Maintaining adequate and recoverable backups.
• Implementing an appropriate cybersecurity and risk management program.
• Maintaining current software licenses and supported equipment.
• Reviewing and approving technology recommendations.
• Maintaining adequate business interruption, cyber liability, property, and other insurance coverage.
• Establishing business continuity and disaster recovery procedures.
• Protecting passwords, credentials, user accounts, and sensitive information.
• Maintaining appropriate employee access controls and security awareness training.
• Meeting applicable legal, contractual, industry, and regulatory obligations.
• Determining whether technology systems and recommendations meet Client's operational requirements.

Client's acceptance of recommendations, rejection of recommendations, or failure to implement recommended measures remains a Client business decision.

Tellap is not responsible for losses arising from Client-controlled conditions or decisions except to the extent liability cannot lawfully be excluded or is expressly assumed in an applicable written agreement.

4. No Guarantee of Cybersecurity or Data Protection

Client acknowledges that no cybersecurity product, monitoring solution, firewall, endpoint protection service, backup system, antivirus product, authentication method, security assessment, or managed security service can guarantee complete protection.

Tellap does not warrant that Client's environment will be free from:

• Cybersecurity attacks or unauthorized access.
• Ransomware, malicious software, or exploitation.
• Credential theft, account compromise, or identity-related incidents.
• Data breaches or disclosure of confidential information.
• Previously undiscovered vulnerabilities.
• Zero-day attacks or newly developed threats.
• Insider misconduct or employee security failures.
• Compromise originating from third-party systems.

Even when Tellap provides monitoring, maintenance, cybersecurity assistance, or security recommendations, Client acknowledges that security incidents may occur.

Tellap does not provide cybersecurity insurance, does not insure Client's information or operations, and does not guarantee prevention, detection, remediation, or recovery from every security incident.

No provision of these Terms excludes any data security, privacy, confidentiality, breach notification, or other duty that applicable law makes nonwaivable.

5. Data Loss, Backups, and Disaster Recovery

Client is responsible for ensuring that important business data is backed up, retained, and recoverable unless those particular responsibilities are expressly assigned to Tellap in a written scope of services.

Where Tellap administers or monitors backup systems, Client acknowledges that backup software, storage media, internet connectivity, cloud platforms, retention settings, encryption, and restoration processes may fail.

No backup solution is represented to be infallible.

Client is encouraged to maintain independent, appropriately secured backup copies and periodically verify restoration capabilities.

Tellap shall not be responsible for data loss attributable to factors outside its reasonable control, including ransomware, third-party failures, Client actions, defective equipment, or undisclosed system conditions.

Tellap's responsibility for errors or omissions within any backup or disaster recovery services it expressly undertakes shall be governed by the limitations of liability contained in these Terms, to the fullest extent permitted by law.

6. Errors, Omissions, and Professional Judgment

Technology services frequently require diagnostic judgment, troubleshooting, system changes, software modifications, and decisions made using incomplete or changing technical information.

Tellap does not guarantee that every technical recommendation, diagnosis, configuration, troubleshooting procedure, repair, or implementation will produce the results anticipated by Client.

To the maximum extent permitted by applicable law, Tellap disclaims warranties of error-free performance and excludes liability for indirect, incidental, special, consequential, exemplary, and punitive damages arising from errors, omissions, oversights, inadvertent mistakes, or unsuccessful technical work.

Any direct liability arising from alleged negligence, professional mistakes, configuration errors, failure to perform, or omissions shall be subject to the aggregate liability limitation set forth below, except where prohibited by law.

Nothing herein excuses Tellap from performing services it has expressly undertaken or eliminates responsibilities that cannot legally be limited.

7. Service Interruptions and System Downtime

Client acknowledges that IT service delivery may involve temporary or extended disruptions.

These may arise from routine maintenance, repairs, upgrades, software changes, security incidents, infrastructure failures, outages, or events beyond Tellap's reasonable control.

Unless separately agreed in writing, Tellap does not guarantee uninterrupted access, continuous availability, specified system uptime, 24-hour monitoring, instant response, or any particular recovery time.

Tellap is not responsible for lost business opportunities, revenue, profits, productivity, goodwill, customer relationships, or other consequential losses resulting from service interruptions, subject to applicable law.

8. Third-Party Hardware, Software, and Services

Tellap may recommend, deploy, administer, resell, or support services and products supplied by third parties.

Such products and services may include Microsoft 365, Azure, hosting providers, cloud platforms, internet service providers, telecommunications carriers, equipment manufacturers, backup vendors, security vendors, software publishers, and other suppliers.

Tellap does not control the independent operations, product defects, service interruptions, licensing policies, security failures, commercial decisions, or contractual obligations of third-party providers.

Client acknowledges that third-party products and services may be subject to separate license agreements, privacy policies, warranties, and terms of service.

Tellap is not liable for third-party acts, omissions, failures, or interruptions beyond its reasonable control. Where Tellap has expressly undertaken integration, configuration, administration, vendor coordination, or support responsibilities, its own performance remains subject to these Terms.

9. Client Instructions, Authorizations, and Refused Recommendations

Client is responsible for decisions made by its owners, officers, employees, representatives, and authorized users.

Tellap may rely on instructions reasonably believed to originate from an authorized Client representative.

Client assumes responsibility for consequences arising from its own instructions, including requests to disable security features, provide administrative access, defer updates, retain unsupported systems, or decline recommended protections.

Client accepts the additional risks associated with disregarding, postponing, or rejecting documented security, backup, maintenance, or technology recommendations.

Tellap may decline or suspend work that it reasonably determines presents unacceptable security, safety, compliance, or operational risk, subject to applicable service commitments.

10. Legacy and Unsupported Technology

Client acknowledges that outdated, obsolete, unsupported, or improperly maintained technology can present elevated cybersecurity, compatibility, reliability, and operational risks.

Tellap makes no representation that legacy hardware, end-of-life software, unsupported operating systems, or unpatched applications can be secured or made reliable through ongoing support.

Client assumes the risks associated with its decision to retain such systems after appropriate notice of material concerns.

11. Remote Access, Administrative Privileges, and System Changes

Client authorizes Tellap to perform remote and onsite activities reasonably necessary for services requested or otherwise authorized by Client.

Such activities may include diagnostics, configuration changes, installation and removal of software, account administration, system updates, troubleshooting, security changes, and remote access.

Client acknowledges that these activities may involve system restarts, temporary loss of service, configuration conflicts, or unforeseen operational effects.

Client is responsible for disclosing critical operating requirements, scheduled business activities, sensitive systems, and material technical restrictions before authorizing potentially disruptive work.

Tellap will not be responsible for consequences resulting from inaccurate, incomplete, or withheld Client information, except to the extent caused by conduct for which liability cannot lawfully be disclaimed.

12. Client Data, Privacy, and Regulatory Compliance

Client remains responsible for determining the legal and regulatory requirements applicable to its business and information.

These may include, where applicable, HIPAA, financial privacy requirements, consumer privacy laws, contractual confidentiality obligations, record retention requirements, and industry-specific data security standards.

Unless expressly agreed in writing, Tellap does not provide legal advice, regulatory certification, compliance auditing, or guarantees of regulatory compliance.

Client is responsible for identifying regulated, confidential, or highly sensitive information and notifying Tellap of special handling requirements.

Any legally required data processing agreement, business associate agreement, confidentiality obligation, or mandatory security requirement shall remain effective notwithstanding these Terms.

Client remains responsible for its own breach notifications and regulatory obligations except where specific duties are imposed upon Tellap by law or expressly assumed in writing.

13. Physical Accidents, Equipment Damage, and Premises Safety

Client is responsible for maintaining reasonably safe premises and identifying known hazards in locations where Tellap personnel perform services.

Client shall disclose known electrical, structural, environmental, access, cabling, equipment, or other safety hazards that may affect service work.

Client is responsible for Client-controlled premises, unsafe conditions, and equipment defects to the extent they cause loss, injury, or damage.

Tellap shall not be liable for physical accidents, bodily injury, or property damage caused by Client negligence, Client-controlled hazards, defective third-party equipment, or circumstances outside Tellap's reasonable control.

Nothing in these Terms excludes liability for personal injury, property damage, or other losses to the extent such exclusion is prohibited by applicable law.

14. No Warranty of Particular Results

Except for an express written warranty provided by Tellap, and to the fullest extent permitted by law, Services are supplied on an "AS IS" and "AS AVAILABLE" basis.

Tellap disclaims implied warranties, including merchantability, fitness for a particular purpose, and noninfringement, to the extent lawfully permitted.

Tellap makes no guarantee concerning business outcomes, cost savings, system performance, elimination of vulnerabilities, recovery of deleted information, detection of all malicious activity, or successful remediation of every technical problem.

No verbal recommendation or informal communication creates a warranty unless confirmed in an authorized written agreement.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TELLAP TECHNOLOGY SOLUTIONS, INCLUDING ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS, ARISING OUT OF OR RELATING TO THE SERVICES OR ANY RELATED TRANSACTION, WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, WARRANTY, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO TELLAP FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO SUCH CLAIM.

For a one-time project, the cap shall not exceed the amount actually paid for the specific project giving rise to the claim if that amount is lower than the calculation otherwise applicable.

In no event shall Tellap be liable for indirect, incidental, special, consequential, exemplary, punitive, or multiplied damages, including:

• Lost profits, revenue, or business opportunities.
• Loss of customers, goodwill, or reputation.
• Business interruption or employee downtime.
• Loss, corruption, disclosure, or inaccessibility of data.
• Costs of recreating business records.
• Losses from ransomware, cyberattacks, or unauthorized access.
• Replacement system expenses or substitute service costs.
• Regulatory penalties or third-party demands, to the extent legally excludable.

These limitations apply even if Tellap has been advised of the possibility of such damages or a limited remedy fails of its essential purpose, to the extent permitted by law.

These limitations do not apply to fraud, willful or wanton misconduct, or any other liability that applicable law prohibits limiting or excluding.

No Expansion of Liability Based on Financial Resources

The limitations of liability, exclusions of damages, and allocation of risk contained in these Terms & Conditions are intended to establish the maximum contractual financial responsibility of Tellap Technology Solutions, regardless of the Company's financial resources or ability to satisfy a claim.

No Client shall be entitled to greater contractual recovery solely because Tellap Technology Solutions possesses financial resources or other means of satisfying a judgment.

These provisions shall apply to the fullest extent permitted under Illinois law.

16. Client Release and Allocation of Responsibility

To the fullest extent permitted by law, Client releases Tellap and its owners, employees, and agents from claims for losses caused by the inherent risks of technology, Client-controlled systems, third-party failures, Client decisions, and circumstances beyond Tellap's reasonable control.

This release includes claims relating to equipment malfunction, cyber incidents, operational downtime, data loss, system incompatibility, and other inherent technology risks, except to the extent attributable to Tellap's legally actionable conduct that cannot be released.

Client understands that Tellap's fees do not constitute an assumption of unlimited financial responsibility for Client's technology environment or business operations.

17. Client Indemnification

To the maximum extent permitted by law, Client agrees to defend, indemnify, and hold harmless Tellap Technology Solutions and its officers, owners, employees, agents, and authorized contractors from third-party claims, liabilities, damages, judgments, settlements, and reasonable legal expenses to the extent arising from:

1. Client's negligent, unlawful, or unauthorized acts or omissions.
2. Client's misuse of hardware, software, networks, or technology services.
3. Client's failure to maintain appropriate security or backup protections within its responsibility.
4. Client's failure to comply with applicable laws or industry obligations assigned to Client.
5. Client-provided data, software, materials, or instructions that infringe third-party rights.
6. Client's refusal to implement documented technology or security recommendations, where that refusal causes the claim.
7. Unsafe Client-controlled premises or hazards, to the extent caused or controlled by Client.
8. Unauthorized access or misconduct by Client personnel or persons to whom Client provided access.

Client shall not be required to indemnify Tellap for the portion of a claim attributable to Tellap's own negligence, breach of an express obligation, willful misconduct, or unlawful acts to the extent such indemnification is prohibited by applicable law.

Tellap shall provide reasonably prompt notice of an indemnified claim and reasonable cooperation in its defense, subject to applicable confidentiality requirements.

18. Financial Responsibility and Allocation of Risk

Client acknowledges that Tellap Technology Solutions provides professional technology services and does not serve as a guarantor of Client's business operations, technology infrastructure, data, equipment, financial performance, or business continuity.

Client retains responsibility for evaluating, managing, and financially protecting against risks associated with its technology systems and business operations.

No fee paid to Tellap Technology Solutions constitutes an assumption of unlimited liability or an agreement to reimburse Client for losses, damages, interruptions, incidents, or other expenses.

Any liability of Tellap Technology Solutions shall be determined exclusively in accordance with applicable law, any controlling written agreement, and the limitations and exclusions stated in these Terms & Conditions.

No provision of these Terms creates any additional financial guarantee, reimbursement obligation, or expanded remedy against Tellap Technology Solutions.

19. Emergency Response and Incident Remediation

Cybersecurity emergencies, outages, ransomware incidents, data recovery work, and disaster recovery may require urgent action.

Unless separately agreed, Tellap does not guarantee immediate availability, a specific emergency response time, successful recovery, or complete eradication of malicious activity.

Incident response may involve additional professional fees, third-party costs, replacement equipment, software licensing, forensic investigation, or specialized recovery services.

Client is responsible for making necessary business, insurance, legal, and regulatory decisions during an incident, subject to responsibilities Tellap specifically undertakes.

20. Payments, Invoices, and Continued Services

Payment for a service following clear prepayment notice of these Terms constitutes acknowledgment and acceptance of these Terms for that transaction to the extent permitted by law.

Client is responsible for reviewing the applicable invoice, service description, and referenced Terms before payment.

Unless otherwise agreed in writing, invoices are due by the stated payment deadline.

Tellap may suspend or discontinue nonessential Services for overdue payment following any notice required by law or an applicable agreement. Tellap will not intentionally abandon systems in a manner that violates nonwaivable legal duties.

Payment does not constitute a waiver of Client rights that cannot be lawfully waived.

21. Changes to Services and Terms

Tellap reserves the right to amend these Terms from time to time.

Updated Terms shall be posted at www.tellap.com with a revised last-updated date.

Changes apply prospectively to transactions for which the Client has received legally sufficient notice and manifested any acceptance required by law.

Posting revised Terms alone does not automatically amend previously completed transactions or binding existing service agreements.

22. Events Beyond Reasonable Control

Tellap shall not be liable for delay or failure to perform to the extent caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, utility failure, telecommunications outages, major cloud provider interruptions, labor disruptions, governmental actions, public emergencies, war, civil unrest, or large-scale cyber incidents not caused by Tellap's failure to meet an applicable duty.

This provision does not excuse payment obligations already accrued or responsibilities that applicable law does not permit the parties to exclude.

23. No Transfer of Ownership or Regulatory Responsibility

Tellap's access to, administration of, or technical support for Client systems does not, by itself, transfer ownership of Client's equipment, applications, records, accounts, or data to Tellap.

Client remains the decision-maker regarding its business operations, policies, regulatory obligations, technology expenditures, and acceptable risk levels unless otherwise expressly agreed.

24. Governing Law and Venue

These Terms shall be governed by the laws of the State of Illinois, without regard to conflict-of-law principles, except where mandatory law requires otherwise.

To the extent permitted by applicable law and validly agreed, disputes relating to these Terms shall be brought in the appropriate state courts located in DuPage County, Illinois, or the United States District Court for the Northern District of Illinois where federal subject-matter jurisdiction and proper venue exist.

Nothing in these Terms creates federal jurisdiction where it does not otherwise exist.

25. Severability

If any provision of these Terms is determined to be unlawful, invalid, or unenforceable, the remaining provisions shall remain effective to the fullest extent permitted by law.

An unenforceable provision shall be limited only to the extent necessary where modification is legally permissible.

26. Entire Terms and Conflicting Agreements

These Terms establish Tellap's generally published conditions for its technology services.

They do not replace, invalidate, or unilaterally amend any existing signed agreement that controls the same subject matter.

Where a validly accepted proposal, statement of work, managed services agreement, data processing agreement, or other written agreement contains conflicting terms, the applicable written agreement controls to the extent of the conflict.

27. Contact Information

Tellap Technology Solutions
Naperville, Illinois
Website: https://www.tellap.com
Email: info@tellap.com

For questions regarding these Terms, contact Tellap Technology Solutions before purchasing services or submitting payment.