Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your use of mkproservices.com (the "Website") and the IT consulting and managed services provided by M K Pro Services ("we," "us," "our," or "M K Pro"). By accessing the Website or engaging our services, you agree to be bound by these Terms. If you do not agree, do not use our Website or services.

These Terms apply in addition to any executed proposal, statement of work, master service agreement, or service-level agreement (collectively, "Engagement Agreement") between M K Pro Services and you. In the event of a conflict, the Engagement Agreement controls.

2. Description of Services

M K Pro Services provides IT consulting and managed services, including but not limited to:

• Network setup, configuration, and ongoing support
• Cybersecurity assessments, implementation, and monitoring
• Cloud migration and infrastructure modernization
• IT infrastructure deployment and proactive maintenance
• Data backup, disaster recovery, and business continuity planning
• Software integration and systems consulting

The specific services, scope, deliverables, timelines, and fees applicable to your engagement are defined in your Engagement Agreement.

3. Eligibility

You represent and warrant that you are at least 18 years of age and that you have the legal authority to enter into these Terms on behalf of yourself or the business entity you represent. Our services are intended for businesses and not for individual consumer use.

4. Engagement Process

A typical engagement proceeds as follows:

1. Consultation: A free initial consultation to understand your needs
2. Proposal/SOW: A written proposal or statement of work detailing scope, deliverables, timelines, and fees
3. Agreement: Engagement begins upon signed agreement and any required deposit
4. Delivery: Services are performed per the agreed-upon plan
5. Change Orders: Any changes to scope, timeline, or fees require a written change order signed by both parties

5. Fees and Payment

a. Fees. Fees for services are specified in your Engagement Agreement. Project-based fees, monthly retainer fees, and hourly rates apply as agreed in writing.

b. Invoicing. Invoices are issued according to the schedule in your Engagement Agreement (commonly monthly for retainers and milestone-based for projects).

c. Payment Terms. Unless otherwise specified, invoices are due within fifteen (15) days of issuance ("Net 15"). Payments are accepted via the methods specified in your invoice (ACH, credit card processed via Stripe, or wire transfer).

d. Late Payments. Past-due amounts will accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. We may also charge reasonable collection costs and attorney fees.

e. Suspension for Non-Payment. We reserve the right to suspend or terminate services if invoices remain unpaid for more than thirty (30) days after written notice.

f. Refunds. Project deposits, pre-paid retainers, and fees for completed work are non-refundable except as expressly stated in the Engagement Agreement.

g. Chargebacks. Initiating a chargeback or payment dispute without first attempting good-faith resolution with us is a material breach of these Terms. We will defend chargeback disputes with documentation of services rendered. You agree to reimburse us for reasonable costs incurred from improper chargebacks, including bank fees and administrative expenses.

6. Client Responsibilities

You agree to:

• Provide timely access to systems, networks, facilities, information, and personnel reasonably required for the engagement
• Designate a primary point of contact authorized to make decisions and approvals
• Maintain independent backups of critical data, even when backup services are part of our scope
• Comply with all applicable laws and regulations (including HIPAA, GDPR, PCI-DSS, etc.) for data we may handle on your behalf
• Promptly review and approve deliverables, milestones, and recommendations
• Provide accurate and complete information regarding your IT environment
• Pay all fees in accordance with the Engagement Agreement

Delays caused by your failure to meet these responsibilities may result in extended timelines or additional fees.

7. Confidentiality

Both parties agree to maintain in strict confidence all non-public information disclosed during the engagement, including business strategies, technical configurations, customer data, financial information, and proprietary methods.

Confidentiality obligations:

• Apply during the engagement and for five (5) years after termination
• Apply perpetually to trade secrets
• Do not apply to information that is or becomes publicly available without breach, or that was independently developed

8. Intellectual Property

a. Pre-Existing IP. Each party retains all rights to intellectual property owned prior to or developed independently of the engagement.

b. Work Product. Custom deliverables created specifically for you under an engagement (such as configurations, scripts, custom documentation, or workflows) are licensed to you for your business use upon full payment.

c. Our Methods and Tools. Our methodologies, frameworks, templates, internal tools, and know-how remain our intellectual property, regardless of the engagement.

d. Third-Party Software. You are responsible for obtaining and maintaining valid licenses for any third-party software we recommend, install, or configure on your behalf.

9. Warranties and Disclaimers

a. Our Warranty. We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. Your sole remedy for breach of this warranty is for us to re-perform the affected services at no additional charge.

c. No Guarantee of Outcomes. We do not guarantee specific business outcomes, uptime percentages (except where contractually specified in a written SLA), elimination of all security risks, or that systems will be free from breach, failure, or downtime.

10. Limitation of Liability

11. Indemnification

You agree to indemnify, defend, and hold harmless M K Pro Services and its officers, employees, contractors, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to:

• Your breach of these Terms or the Engagement Agreement
• Your violation of any applicable law, regulation, or third-party right
• Misuse of services or deliverables
• Inaccurate, incomplete, or unauthorized data or information you provide
• Claims by your customers or third parties relating to your business operations

12. Cybersecurity Acknowledgment

You acknowledge and agree that:

• No cybersecurity solution can guarantee complete protection against all threats
• We implement reasonable security measures consistent with industry standards but cannot eliminate all risk
• Security breaches, data loss, and system failures may occur despite our best efforts
• Effective security requires your cooperation, including employee training, policy compliance, prompt application of patches and updates, and adherence to recommended best practices
• You are responsible for end-user actions, password hygiene, and policy enforcement within your organization

13. Termination

a. Termination for Convenience. Either party may terminate the engagement upon written notice as specified in the Engagement Agreement (typically thirty (30) days for ongoing managed services).

b. Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms or the Engagement Agreement and fails to cure the breach within fifteen (15) days of receiving written notice.

c. Effect of Termination. Upon termination:

• All outstanding fees become immediately due and payable
• We will provide reasonable transition assistance at our standard hourly rates (unless pre-paid in the Engagement Agreement)
• Provisions intended to survive (including confidentiality, IP, payment, indemnification, limitation of liability, and dispute resolution) shall survive

14. Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond reasonable control, including natural disasters, war, terrorism, civil unrest, pandemics, government actions, labor disputes, internet or utility outages, or third-party platform failures. The affected party shall give prompt notice and resume performance as soon as reasonably practicable.

15. Independent Contractor Relationship

M K Pro Services is engaged as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, agency, or fiduciary relationship between the parties. Neither party has authority to bind the other.

16. Anti-Fraud and Misrepresentation

You represent and warrant that all information provided to us is accurate, current, and complete. Fraudulent activity — including misrepresentation of identity, unauthorized use of payment methods, attempts to defraud, or providing false information to evade payment obligations — will result in immediate termination of services and may be reported to law enforcement and credit reporting agencies. You agree to be responsible for all damages and costs resulting from fraudulent activity.

17. Governing Law and Dispute Resolution

a. Governing Law. These Terms are governed by the laws of the State of Georgia, USA, without regard to its conflict of law principles.

b. Venue. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Gwinnett County, Georgia, and both parties consent to personal jurisdiction in those courts.

c. Binding Arbitration. For disputes involving claims under fifty thousand U.S. dollars ($50,000), the parties agree to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Gwinnett County, Georgia, or virtually as agreed.

d. Class Action Waiver. Both parties waive the right to bring or participate in class actions, class arbitrations, or representative proceedings. All disputes shall be resolved on an individual basis.

e. Equitable Relief. Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

18. Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated via email (where we have an email address on file) or by posting a prominent notice on our website with a new "Last Updated" date. Continued use of our services after the effective date of any change constitutes your acceptance of the modified Terms.

19. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

20. Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

21. Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

22. Entire Agreement

These Terms, together with any executed Engagement Agreement, the Privacy Policy, and any documents expressly referenced herein, constitute the entire agreement between you and M K Pro Services regarding the subject matter and supersede all prior or contemporaneous communications, whether oral or written.

23. Contact Us

For questions about these Terms or to provide notice under them: