Services Terms Agreement
Version: 2026-01-29
Last Updated: January 29, 2026
Provider: Iptic Solutions, LLC (“Provider”)
These Terms are between Iptic Solutions, LLC (“Provider”) and the person or entity accepting these Terms (“Client”).
1. Acceptance and Use
1.1 Acceptance. These Terms govern Services provided by Provider to Client. Client accepts these Terms by (a) signing an acknowledgment that references these Terms, (b) requesting or approving Services through an Authorized Channel, or (c) paying an invoice that references these Terms.
1.2 Online Copy; Updates.
(a) The current version of these Terms is posted at iptic.com/terms (the "Posted Terms"). These Terms become effective between Provider and Client upon Client's acceptance under Section 1.1.
(b) Provider may update the Posted Terms from time to time. Updates fall into two categories:
- Material updates (changes that reduce Client rights or increase Client obligations): Provider will email notice to the Client Notice Email when posted. Material updates apply only to Requests submitted at least seven (7) days after that notice is sent, unless Client accepts earlier in writing.
- Non-material updates (clarifications, formatting, typo fixes, or administrative changes): Take effect upon posting.
(c) Each Request is governed by the version of the Posted Terms in effect on the date the Request is submitted. Updates do not retroactively change fees, scope, or approvals already agreed in writing.
(d) If Client does not agree to a material update, Client may stop submitting Requests and/or terminate under Section 14. Provider will provide copies of prior versions on request and may include a brief change summary on the terms page for material updates.
2. Definitions
"Authorized Channel": Email is the default. Client may also designate a ticketing/project system or other written channel. A designation is effective when Client provides it in writing to Provider.
"Authorized Contacts": People Client authorizes to request or approve Services on Client’s behalf. Client will provide an initial list (names + emails) by email and may update it at any time by email.
"Request": A written instruction to perform Services, including a description of the task and any required access or materials.
"Services": Support, maintenance, troubleshooting, audits, technical consulting, implementation work, or related assistance as described in a Request or a written work order.
“Client Property”: Client’s content, data, accounts, domains, configurations, and materials Client provides or pays for, plus Client-specific deliverables created for Client under these Terms.
“Provider Tools”: Provider’s pre-existing tools, templates, methods, scripts, libraries, and know-how, including any Provider-owned third-party licenses used by Provider across clients.
“Provider-Provided Licenses”: Any theme/plugin/license/subscription made available under Provider’s account or developer license rather than purchased in Client’s name.
3. Requests, Scope, and Authority
3.1 Requests must come through an Authorized Channel and should clearly describe what is being asked. Provider may ask follow-up questions before starting work.
3.2 Client is responsible for ensuring Authorized Contacts have appropriate internal approval. Provider may rely on Requests and approvals received through an Authorized Channel from an Authorized Contact as valid authorization.
3.3 Scope is defined per Request. If a Request falls outside Provider’s normal offerings or comfort zone, Provider will respond with a go/no-go and (when appropriate) a revised approach or referral.
3.4 Provider may refuse or pause work that is unsafe, unclear, or requires access Client has not provided.
4. Services and Exclusions
4.1 Provider’s Services may include website and hosting support, content management system support, updates and troubleshooting, migrations, backups/restores, configuration assistance, analytics/measurement implementation, and general technical consulting. Services are not limited to this list, but must be agreed in writing per Request.
4.2 Unless explicitly agreed in writing, Provider does not provide:
- SEO, advertising, conversion, revenue, or ranking guarantees.
- Content writing, graphic design, or full redesign work.
- 24/7 incident response or guaranteed response times (best effort only).
- Formal security guarantees, penetration testing, compliance certifications, or legal compliance sign-off.
5. Restricted Data and High-Risk Use
Client must notify Provider before sharing or granting access to any protected or regulated personal data (for example health information subject to HIPAA, substance-use treatment records subject to 42 CFR Part 2, or similar). Provider does not intend to receive, store, or process such data under these Terms unless the parties agree in writing to separate terms that address that risk.
If Provider reasonably believes the Services involve restricted data that was not disclosed, Provider may pause work until the issue is resolved (including removal/redaction of data, limitation of access, or a revised scope).
6. Client Responsibilities and Access
6.1 Client will provide timely access to the systems, accounts, and materials reasonably necessary to perform the Services. If required access is missing, delays and downtime may occur, and Provider is not responsible for resulting interruption.
6.2 Licenses and third-party subscriptions are generally Client’s responsibility. Provider may, with Client’s approval, purchase specific licenses or services on Client’s behalf. Unless otherwise agreed in writing, renewals and ongoing subscription costs remain Client’s responsibility.
6.3 Provider will not create new user accounts, elevate permissions, or share credentials unless explicitly authorized by Client in writing.
6.4 Client will disclose when other vendors or staff are actively working on the same systems. If Provider asks whether concurrent work is occurring and Client does not respond within a reasonable time, Provider may proceed as though no concurrent work is occurring. Provider is not responsible for conflicts, overwritten changes, or lost work caused by concurrent edits or actions by others when Provider was not informed or when Client did not respond to Provider's inquiry.
7. Third-Party Services
Services may depend on third-party providers (hosting companies, domain registrars, plugin vendors, payment processors, analytics platforms, CDNs, email services, and similar). Provider is not responsible for third-party outages, changes, bugs, policy updates, or pricing.
8. Confidentiality, Credentials, and Subcontractors
8.1 Provider will use reasonable care to keep Client credentials and non-public information confidential and to store them in a reasonable manner.
8.2 Provider will not share Client credentials with third parties without Client’s permission, except that Provider may use subcontractors for limited tasks when necessary and will disclose that involvement when practicable.
8.3 Offboarding; Access Removal; Credential Handling. When the relationship ends, Client will remove Provider’s access to Client systems and rotate credentials where appropriate. Within a reasonable time after termination, Provider will delete or return Client credentials in Provider’s possession (except as required for ordinary business records, legal compliance, or ongoing work approved in writing). Provider is not responsible for access that remains active after termination if Client does not remove it.
8.4 Client Property; Return; Limited Transition Assistance.
(a) Return of Client Property. Upon written request or termination, Provider will make available to Client a reasonable export or copy of Client Property in Provider’s possession or control (for example, website files and a database export, and copies of Client-specific deliverables) in a commonly used format.
(b) Timing. Provider will make the materials in (a) available within 15 days after the request or the termination date (whichever is later).
(c) No transition services included. Making materials available under (a) is limited to providing the export/copy described above. Any additional assistance (including migration, setup on a new host, coordination with a new vendor, documentation beyond what already exists, or troubleshooting after transfer) is outside the scope of (a) and is billable at Provider’s then-current rates if Provider agrees to perform it.
(d) Unpaid invoices. Provider will make the basic export/copy described in (a) available even if an invoice is unpaid, but Provider may pause any work beyond (a) until all undisputed, past-due invoices are paid.
(e) Domains, hosting, and third-party accounts. If Provider registered or manages a domain, hosting plan, or third-party service for Client under Provider’s account, Provider will reasonably cooperate to transfer administrative control to an account designated by Client to the extent permitted by the third party’s processes. Client is responsible for third-party transfer fees, renewal fees, and account requirements. Time spent on such transfers is transition assistance under (c).
(f) Provider-Provided Licenses. Provider-Provided Licenses remain Provider’s. If any portion of the Services relied on Provider-Provided Licenses, Client may need to obtain replacement licenses to maintain the same functionality after termination. Upon request, Provider will identify which components were covered by Provider-Provided Licenses to the extent reasonably known from Provider’s records.
9. Security and Risk Allocation
Provider will take reasonable care in performing the Services, but cannot guarantee that Client systems are or will remain secure. Provider is responsible for issues directly caused by Provider’s own work, but is not responsible for pre-existing vulnerabilities, compromised credentials, insecure third-party software, or actions by other vendors/users.
10. Measurement, Analytics, and Reporting
When Provider implements measurement or analytics tooling, Provider will implement tags/configuration as specified in the Request. Client acknowledges that data quality may be affected by consent tools, browser settings, ad blockers, platform limitations, or third-party changes. Provider is not responsible for decisions made using analytics data.
11. Intellectual Property
11.1 Client retains ownership of Client content and systems. Provider retains ownership of Provider’s pre-existing tools, templates, methods, and know-how.
11.2 Deliverables License. Unless a Request states otherwise, Provider grants Client a perpetual, non-exclusive license to use, reproduce, modify, and maintain deliverables created specifically for Client as part of the Services for Client’s internal business purposes on Client-controlled properties. Client may share those deliverables with Client’s employees and contractors (including successor vendors) who are performing work for Client. Client may not sell, publicly redistribute, or sublicense deliverables as a standalone product or service to third parties. Provider retains ownership of Provider Tools.
11.3 Any transfer of ownership (assignment) of custom software or other deliverables must be explicitly stated in writing and may be conditioned on full payment.
12. Fees and Invoicing
Provider's current rates will be communicated to Client in writing (email is fine) and apply to all Requests unless a different fee is agreed for a specific Request. Provider may update rates by written notice; updated rates apply to Requests submitted after notice is given. Invoices are due within 30 days unless otherwise stated. Client will notify Provider of any billing dispute within 14 days of invoice receipt; undisputed portions remain due. Provider may pause Services for invoices that are materially overdue.
13. Warranty Disclaimer and Limitation of Liability
13.1 Services are provided on an "as-is" and "as available" basis. Provider disclaims all warranties to the maximum extent permitted by law.
13.2 To the maximum extent permitted by law, Provider will not be liable for indirect, incidental, special, consequential, or lost-profits damages.
13.3 Provider’s total liability for any claim related to the Services will not exceed the fees paid to Provider for the Services giving rise to the claim during the 12 months before the event, or $10,000, whichever is less.
14. Term, Termination, and Pausing Work
These Terms continue until terminated under this Section 14.
Either party may terminate these Terms by written notice. Provider may pause or terminate Services if (a) required access is not provided, (b) the scope becomes unsafe or involves restricted data, (c) communications break down, or (d) invoices are materially overdue.
On termination, Client remains responsible for (i) fees for work performed through the termination date, and (ii) reimbursement for any costs Provider has already incurred or committed to on Client's behalf (such as licenses, hosting, or third-party services purchased at Client's request) that cannot reasonably be cancelled or refunded.
15. Notices, Governing Law, and General
15.1 Notices. Notices under these Terms may be delivered by email through an Authorized Channel. Provider’s notice email is: notice@iptic.com. Client’s notice email (“Client Notice Email”) is any email address previously used by Client (or an Authorized Contact) to submit a Request or otherwise communicate through an Authorized Channel, unless Client designates a different notice email in writing. Email notices are effective when sent, provided the sender does not receive an automated bounce or delivery failure notice. Either party may update its notice email by notice sent through an Authorized Channel. If a notice must be delivered by a method other than email for legal reasons, Provider will provide a mailing address to Client in writing upon request.
15.2 Governing Law; Venue. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules. Any legal action or proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Allegheny County, Pennsylvania, and each party consents to the personal jurisdiction of those courts.
15.3 If any provision is unenforceable, the remaining provisions remain in effect. These Terms and any written work orders are the entire agreement for the Services they cover.
15.4 Informal Resolution. The parties will attempt to resolve disputes informally for 30 days after written notice before pursuing formal legal remedies, except for small claims matters.
15.5 Force Majeure. Neither party is liable for any delay or failure to perform (except payment for Services already performed) due to causes beyond its reasonable control, including third-party service outages, utility failures, acts of God, fire, flood, severe weather, labor disputes, war, terrorism, civil unrest, governmental actions, or internet/hosting infrastructure failures.
15.6 Publicity. Provider will not use Client’s name, logo, trademarks, or other identifying information in Provider’s public-facing advertising, marketing materials, portfolio, website, social media, or case studies without Client’s prior written permission. This section does not restrict ordinary business communications needed to perform the Services (for example, communicating with hosting providers or other vendors on Client’s behalf), and Provider may describe work in generalized, non-identifying terms.
15.7 Insurance. Provider maintains commercial insurance coverage customary for its business and will provide a certificate of insurance upon written request. Client acknowledges that insurance coverage is subject to policy terms, conditions, and limits.