Effective Date: September 2, 2026
Provider: Vigilance Networks
Website: VigilanceNetworks.com
Email: sales@vigilancenetworks.com
Phone: (689) 210-8432
Business Address: 3956 Town Center Blvd. Suite #514, Orlando, FL 32837-6103
PLEASE READ CAREFULLY
These Client Terms and Conditions (“Terms”) govern technology services provided by Vigilance Networks. By signing or electronically accepting a proposal, statement of work, work order, managed-services agreement, quote, or other service document that references these Terms; by authorizing work through an approved client portal or other agreed electronic process; or by otherwise expressly agreeing to these Terms, the Client agrees to be bound by them.
If Vigilance Networks and the Client enter into a separately signed agreement that conflicts with these Terms, the separately signed agreement controls to the extent of the conflict.
Submitting a website form, requesting information, or contacting Vigilance Networks does not by itself obligate either party to enter into a service relationship.
1. Definitions
“Provider,” “Vigilance Networks,” “we,” “us,” or “our” means Vigilance Networks.
“Client,” “you,” or “your” means the individual, business, school, nonprofit, organization, public-sector entity, or authorized representative receiving or requesting Services.
“Services” means any managed IT, cybersecurity, networking, Wi-Fi, Microsoft 365, cloud, endpoint, identity, monitoring, backup, recovery, business-continuity, consulting, project, remote-support, onsite-support, AI-assisted, assessment, documentation, vendor-coordination, or related technology service provided by Vigilance Networks.
“Service Documents” means these Terms together with any applicable proposal, quote, statement of work (“SOW”), managed-services agreement (“MSA”), order form, work order, service request, change order, invoice, service schedule, or other written or electronically accepted document describing the Services.
“Managed Services” means recurring technology services provided under an ongoing service plan, subscription, MSA, proposal, or service schedule.
“Project Services” means non-recurring implementation, migration, assessment, installation, remediation, consulting, modernization, or other project-based Services.
“Client Systems” means the Client’s authorized networks, endpoints, servers, cloud services, identities, applications, data, accounts, infrastructure, and related technology environments within the agreed scope.
“Deliverables” means documentation, diagrams, reports, recommendations, configurations, plans, credentials handoff, or other work product specifically provided to the Client as part of the Services.
“Third-Party Services” means products or services provided by third parties, including internet service providers, software vendors, cloud providers, cybersecurity vendors, domain registrars, telecommunications providers, payment processors, backup platforms, AI service providers, and hardware manufacturers.
2. Agreement Structure and Order of Precedence
The Service Documents together form the agreement between the Client and Vigilance Networks for the applicable Services.
If Service Documents conflict, the following order applies unless a later signed document expressly states otherwise:
- A separately signed MSA, service agreement, or amendment
- A signed or electronically accepted SOW, proposal, or order form
- An approved change order or service schedule
- These Client Terms and Conditions
- An invoice, service request, ticket, or other operational communication
Specific negotiated terms control over general terms for the subject they address.
3. Scope of Services
Vigilance Networks provides managed technology, cybersecurity, infrastructure, cloud, support, consulting, and project services for approved clients. Services may include, but are not limited to:
- Managed IT support and help desk services
- Endpoint management, patching, monitoring, and maintenance
- Cybersecurity monitoring, hardening, vulnerability management, and security recommendations
- Network design, routing, switching, firewalls, VPNs, segmentation, and business Wi-Fi
- Microsoft 365, identity, email, collaboration, and cloud administration
- Backup, recovery, and business-continuity planning
- Remote and onsite technical support
- Technology assessments, documentation, reporting, and strategic planning
- Project implementation, migration, modernization, and remediation
- AI-assisted diagnostics, analysis, automation, documentation, and decision support
- Vendor coordination and third-party service administration when authorized
- School and education technology support when separately scoped
The exact Services, exclusions, quantities, users, devices, locations, response commitments, pricing, and deliverables will be defined in the applicable Service Documents.
Any service not expressly included in the agreed scope may be treated as additional work and may require separate approval, scheduling, and fees.
4. Managed Services and Recurring Services
Managed Services may be provided on a per-user, per-device, per-site, subscription, flat-rate, or other recurring basis as stated in the applicable Service Documents.
Unless expressly included, recurring service fees do not automatically include hardware, software licenses, cloud subscriptions, telecommunications charges, third-party vendor fees, project work, after-hours work, major migrations, incident-response projects, or services for systems outside the agreed managed scope.
The Client will promptly notify Vigilance Networks of material changes that may affect the managed environment, including new employees, departing employees, new locations, acquisitions, new systems, major software changes, infrastructure changes, or changes made by other vendors.
Vigilance Networks may recommend changes to service scope, pricing, or technical standards when the managed environment materially changes. Any resulting changes will be handled through the applicable renewal, proposal, change order, or other agreed process.
5. Service Availability, Support Hours, and Service Levels
Unless otherwise stated in an applicable Service Document, standard support is provided during normal business hours.
Standard Business Hours:
Monday–Friday, 8:00 AM–5:00 PM Eastern Time, excluding major holidays.
Emergency, evening, weekend, holiday, expedited, or same-day services may be subject to availability and additional fees.
Vigilance Networks will use commercially reasonable efforts to respond and perform Services in a timely manner. Specific response times, resolution targets, uptime commitments, recovery objectives, service credits, or other service-level commitments apply only when expressly stated in a signed or electronically accepted Service Document.
Response time is not the same as resolution time. Resolution may depend on the nature of the issue, Client availability, third-party vendors, replacement hardware, internet service, software providers, licensing, supply availability, or other factors outside Vigilance Networks’ reasonable control.
6. Client Responsibilities and Authority
The Client agrees to:
- Provide accurate, complete, and timely information relevant to the Services
- Designate authorized contacts who may approve work, access, purchases, and changes
- Provide safe and reasonable access to Client locations, systems, equipment, accounts, and authorized personnel
- Maintain valid ownership, licenses, permissions, and authority for systems within the agreed scope
- Provide administrator access, MFA approval, vendor access, or other credentials when reasonably required
- Maintain required internet service, utilities, software subscriptions, and third-party accounts
- Promptly communicate suspected security incidents, material changes, and known risks
- Follow reasonable security, backup, patching, access-control, and operational recommendations
- Review and approve purchases, material configuration changes, and business-impacting decisions when Client approval is required
- Obtain landlord, property manager, building, or other third-party authorization when required for onsite installation or modification work
The Client represents that it has authority to authorize Vigilance Networks to access, administer, test, monitor, or modify the Client Systems included in the agreed scope.
Vigilance Networks is not responsible for delays or adverse outcomes caused by inaccurate information, missing access, unavailable decision-makers, Client or third-party changes, unsupported systems, expired subscriptions, refusal to implement material recommendations, or conditions outside the agreed scope.
7. Credentials, Administrative Access, and Identity Security
The Client may need to provide or authorize access to administrative accounts, service accounts, MFA mechanisms, credentials, APIs, cloud portals, network devices, and other systems necessary to perform the Services.
Vigilance Networks will use reasonable safeguards appropriate to the Services to protect credentials and administrative access under its control. Access will be limited to personnel and service providers who reasonably require it for the authorized work.
The Client remains responsible for maintaining appropriate access governance, including timely notification of personnel changes, disabling unauthorized accounts, maintaining secure MFA methods, and controlling credentials not managed by Vigilance Networks.
At termination or transition, administrative access, service accounts, monitoring agents, credentials, and related access will be handled according to the applicable Service Documents and reasonable transition procedures.
8. Remote and Onsite Support Authorization
When remote support is authorized, the Client permits Vigilance Networks to access approved Client Systems for troubleshooting, configuration, monitoring, maintenance, support, administration, or other agreed Services.
Remote access may expose files, settings, applications, logs, system information, or other information needed to perform the Services. Vigilance Networks will use reasonable efforts to limit access to information relevant to the authorized work.
For onsite work, the Client will provide a safe work environment and reasonable access to facilities, equipment, network closets, cabling areas, and authorized personnel. Vigilance Networks may stop or postpone work when conditions are unsafe or required access is unavailable.
9. Cybersecurity Services and Authorized Security Activities
Cybersecurity services may include monitoring, vulnerability assessment, configuration review, security hardening, segmentation, access review, patch verification, endpoint security, identity-security review, incident preparation, risk assessment, and other defensive security activities described in the applicable Service Documents.
Vigilance Networks will perform security testing, scanning, validation, or other security activities only within an authorized scope. The Client represents that it owns the systems being assessed or has sufficient legal authority to authorize the activity.
Activities that could materially disrupt systems, simulate adversarial behavior, attempt exploitation, access sensitive data, or affect third-party environments require explicit written authorization and an agreed scope before work begins.
No cybersecurity service can guarantee prevention, detection, or elimination of every threat. Security outcomes depend on many factors, including Client practices, third-party services, threat activity, system age, configuration, patch status, employee behavior, vendor response, and whether recommended corrective actions are implemented.
10. Monitoring, Logging, and Security Telemetry
Managed IT or cybersecurity Services may require the collection and processing of operational information such as device status, software inventory, configuration information, alerts, event logs, authentication activity, network telemetry, vulnerability information, ticket data, or other technical information reasonably necessary to provide the Services.
Monitoring is limited to the tools, systems, data sources, and scope included in the applicable Service Documents. The absence of an alert does not establish that no problem, compromise, vulnerability, or unauthorized activity exists.
The Client authorizes the processing of such technical information as reasonably necessary to provide the agreed Services, subject to applicable law, the Privacy Policy, and any separately signed confidentiality, privacy, security, or data-processing terms.
11. Security Incidents and Incident Response
If the Client suspects ransomware, malware, credential compromise, unauthorized access, data exposure, business email compromise, or another security incident, the Client should notify Vigilance Networks promptly when incident-response assistance is desired.
Incident-response work may include investigation, containment assistance, credential resets, system isolation, restoration support, vendor coordination, and remediation within the agreed scope. Advanced forensics, legal notification analysis, breach counsel, regulatory reporting, ransom negotiation, public relations, law-enforcement coordination, or specialized recovery services may require qualified third parties and separate authorization.
Emergency incident-response work may be billed separately unless expressly included in the Client’s service plan.
Vigilance Networks does not determine whether an event legally constitutes a reportable breach and does not provide legal advice concerning notification obligations. The Client should consult qualified legal counsel when legal or regulatory duties may apply.
12. Backup, Recovery, and Business Continuity
Backup obligations depend on the Client’s Service Documents.
If managed backup or recovery Services are not included, the Client is responsible for maintaining appropriate backups and recovery capabilities before service work begins and on an ongoing basis.
If managed backup Services are included, Vigilance Networks will provide the agreed backup configuration, monitoring, retention, recovery, or testing activities described in the Service Documents. Backup success indicators, monitoring, or testing reduce risk but do not guarantee that every file, system, version, or workload will be recoverable in every circumstance.
Recovery may be affected by corruption, ransomware, credential compromise, hardware failure, storage failure, vendor outages, retention limits, unsupported applications, Client changes, unavailable encryption keys, or other circumstances beyond reasonable control.
Recovery time objectives (“RTOs”), recovery point objectives (“RPOs”), guaranteed retention periods, or disaster-recovery commitments apply only when expressly stated in an applicable Service Document.
13. Third-Party Services and Vendors
Many Services depend on Third-Party Services, including Microsoft and other cloud providers, internet and telecommunications providers, cybersecurity platforms, remote-management tools, backup providers, software vendors, domain and DNS providers, payment processors, AI service providers, hardware manufacturers, and other technology partners.
Vigilance Networks may recommend, configure, administer, resell, coordinate, or integrate Third-Party Services when authorized. Third-Party Services remain subject to the applicable third party’s terms, privacy practices, licensing, availability, warranties, and technical limitations.
Unless otherwise expressly agreed, Vigilance Networks is not responsible for outages, defects, security incidents, licensing changes, price increases, end-of-life decisions, service changes, performance failures, or other acts or omissions of third-party providers that are outside Vigilance Networks’ reasonable control.
The Client authorizes Vigilance Networks to communicate with approved vendors on the Client’s behalf when reasonably necessary to provide the Services.
14. Hardware, Software, Licensing, and Procurement
The Client is responsible for the cost of approved hardware, software, licenses, subscriptions, parts, shipping, taxes, and other materials unless expressly included in the applicable Service Documents.
Hardware or licensing purchased through Vigilance Networks may require advance payment. Special-order, activated, registered, opened, or non-returnable items may be subject to vendor return restrictions.
Manufacturer and software warranties are provided by the applicable vendor unless Vigilance Networks expressly provides a separate written warranty. Vigilance Networks may assist with warranty or vendor-support processes but does not control the vendor’s final decision.
The Client is responsible for maintaining valid licensing for software and services used in its environment. Vigilance Networks will not knowingly install or maintain software that the Client is not authorized to use.
15. AI-Assisted Services, Automation, and Human Oversight
Vigilance Networks may use AI-assisted systems and automation to support diagnostics, monitoring, alert enrichment, documentation, troubleshooting, analysis, workflow improvement, reporting, planning, security review, and decision support.
AI-assisted systems are intended to improve human decision-making, not eliminate accountability. Vigilance Networks will use reasonable controls appropriate to the Service, which may include defined permissions, least-privilege access, human oversight, logging, review, isolation, validation, and other safeguards intended to limit unintended activity.
Material security actions and consequential technical changes will remain subject to appropriate authorization and oversight consistent with the applicable Service Documents.
AI outputs may be incomplete, inaccurate, or require verification. Vigilance Networks may review, validate, modify, reject, or supplement AI-assisted outputs before relying on them for material recommendations or actions.
Vigilance Networks will use reasonable efforts to minimize unnecessary Client data exposure when using AI-assisted tools and will not intentionally grant an AI system unrestricted access to Client Systems merely for convenience.
AI-assisted recommendations do not constitute legal, tax, medical, insurance, financial, or regulatory advice and do not guarantee prevention of outages, cyber incidents, data loss, or business disruption.
16. Confidentiality, Privacy, and Client Data
In performing the Services, Vigilance Networks may receive or encounter confidential information, credentials, business records, technical documentation, system data, security information, user information, or other non-public Client information.
Vigilance Networks will use reasonable care to protect Client confidential information and will use or disclose it only as reasonably necessary to provide the Services, operate and secure the service environment, coordinate with authorized service providers, comply with law, respond to lawful process, or protect legal rights and safety.
Vigilance Networks may use qualified employees, contractors, subcontractors, or specialized service partners to perform portions of the Services. Where such parties require access to confidential Client information, Vigilance Networks will use reasonable measures appropriate to the engagement to require confidentiality and limit access to authorized purposes.
The Vigilance Networks Privacy Policy describes website and service-related privacy practices and is incorporated by reference where applicable. If a separately signed privacy, security, confidentiality, or data-processing agreement conflicts with the Privacy Policy, the separately signed agreement controls for the subject it addresses.
17. Regulated Data and Compliance Requirements
The Client is responsible for informing Vigilance Networks in writing before Services begin if the Client Systems will involve regulated or specially protected data, or if the Services must satisfy specific contractual, regulatory, or industry requirements.
Examples may include requirements associated with student records, protected health information, payment-card data, criminal-justice information, financial information, export-controlled information, government contract data, or other regulated information.
Unless expressly agreed in a signed Service Document, Vigilance Networks does not assume responsibility for the Client’s overall compliance with any specific law, framework, certification, regulation, contractual requirement, or industry standard.
If a Business Associate Agreement, Data Processing Agreement, security addendum, government flow-down requirement, or similar document is legally required for the Services, the parties must address that requirement before the affected Services are performed.
18. Change Management and Client-Directed Changes
Vigilance Networks may use change-management practices appropriate to the Service and risk involved. Material changes may require Client approval, scheduling, maintenance windows, backups, testing, or rollback planning.
If the Client, another vendor, or an unauthorized third party changes a managed configuration, disables security controls, removes monitoring, alters policies, modifies infrastructure, or otherwise changes Client Systems without coordination, Vigilance Networks is not responsible for resulting issues outside its reasonable control.
Corrective work required because of unauthorized, undocumented, or third-party changes may be treated as additional Services.
19. Fees, Payments, Deposits, and Taxes
Fees and payment terms will be stated in the applicable Service Documents.
Unless otherwise agreed in writing:
- Managed Services are billed in advance on the applicable recurring schedule
- Project deposits or retainers may be required before work begins
- Hardware, software, licensing, subscriptions, shipping, and third-party costs may be due before ordering, activation, or installation
- Project milestones may be invoiced as work progresses
- Invoices are due according to the payment terms shown on the invoice or Service Documents
- Overdue amounts may result in suspension of non-emergency Services after reasonable notice, subject to applicable law and any contrary signed agreement
- Returned or failed payments may result in reasonable processing fees where permitted
- The Client is responsible for applicable sales, use, communications, or similar taxes and authorized third-party charges unless the Client provides valid exemption documentation
Deposits will be applied as stated in the applicable Service Documents. To the extent permitted by law, amounts already earned, work already performed, special-order items, activated licenses, committed vendor charges, and non-refundable third-party costs are not refundable.
20. Project Changes, Cancellations, and Rescheduling
Changes to project scope, quantities, timelines, deliverables, assumptions, dependencies, or technical requirements may require a revised proposal or change order.
Clients should provide reasonable notice when canceling or rescheduling onsite work. Reasonable trip, cancellation, mobilization, restocking, minimum-service, or committed third-party charges may apply when disclosed in the applicable Service Documents or when costs have already been incurred.
Vigilance Networks may reschedule work because of safety concerns, severe weather, vendor delays, emergencies, unavailable parts, Client readiness issues, or other circumstances that materially affect the ability to perform the Services.
21. Suspension, Termination, and Offboarding
Termination rights, notice periods, renewal terms, and early-termination obligations for recurring Services will be governed by the applicable Service Documents.
Vigilance Networks may suspend or refuse Services when reasonably necessary because of overdue payment, unsafe conditions, unlawful or unethical requests, abuse or threats toward personnel, material security risk, lack of required authorization, violation of the Service Documents, or circumstances that would make continued work unreasonably unsafe or unlawful.
Following termination, and subject to payment of undisputed amounts due, the parties will reasonably cooperate with transition activities included in the applicable Service Documents. Transition work outside the included scope may be billed at applicable rates.
Offboarding may include removal or transfer of monitoring agents, administrative access, service accounts, documentation, licenses, vendor relationships, backups, and credentials as applicable. Some third-party subscriptions may be non-cancelable, non-refundable, or subject to separate vendor commitments.
Termination does not eliminate obligations that by their nature should survive, including payment obligations, confidentiality, intellectual-property restrictions, limitations of liability, dispute provisions, and other accrued rights.
22. Deliverables and Intellectual Property
Unless otherwise agreed in writing, Vigilance Networks retains ownership of its pre-existing and reusable methods, templates, scripts, tools, processes, checklists, documentation formats, automation, know-how, service workflows, and other proprietary materials.
Upon payment of applicable fees, the Client may use final Deliverables created specifically for the Client for the Client’s internal business or organizational purposes, subject to any third-party licensing restrictions.
Client data, Client-owned content, Client trademarks, and Client-provided materials remain the Client’s property or the property of their respective owners.
Nothing in these Terms transfers ownership of third-party software, cloud services, vendor intellectual property, or licensed materials.
23. Professional Standard and Warranty Disclaimer
Vigilance Networks will perform the Services using commercially reasonable care and skill appropriate to the agreed work.
Except for any express written warranty in an applicable Service Document, and to the fullest extent permitted by law, Vigilance Networks does not warrant that:
- Services will be uninterrupted or error-free
- Every vulnerability, threat, misconfiguration, or security incident will be identified or prevented
- Every lost file, system, workload, or account will be recoverable
- Third-party services, hardware, software, cloud platforms, or telecommunications services will remain available or unchanged
- Wi-Fi or internet service will achieve a specific speed, coverage area, or performance level unless expressly guaranteed in writing
- All devices or applications will be compatible with every system or service
- A recommendation will satisfy a particular legal, regulatory, insurance, or compliance requirement unless expressly agreed in writing
Some limitations or disclaimers may not apply where prohibited by law.
24. Limitation of Liability
To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from the Services, including lost profits, lost revenue, lost business opportunities, loss of goodwill, or loss of anticipated savings, even if advised of the possibility of such damages.
To the fullest extent permitted by law, Vigilance Networks’ aggregate liability arising from a specific claim will not exceed the fees actually paid by the Client to Vigilance Networks for the Services giving rise to that claim during the six (6) months immediately preceding the event giving rise to the claim, or the fees paid for the applicable one-time Project Service if the claim arises solely from that Project Service.
The limitations in this section do not apply to liability that cannot lawfully be limited or excluded.
25. Client Indemnification
To the extent permitted by law, the Client agrees to indemnify and hold harmless Vigilance Networks and its personnel from third-party claims, losses, damages, liabilities, and reasonable costs arising from the Client’s unlawful conduct, infringement, unauthorized instructions, misuse of systems or Services, material misrepresentation of authority, or violation of third-party rights.
This section does not require the Client to indemnify Vigilance Networks for liability caused by Vigilance Networks’ own conduct to the extent such indemnification is prohibited by applicable law.
26. Personnel and Separate Restrictive-Covenant Agreements
These website Terms do not create a general post-service non-solicitation or non-compete obligation concerning Vigilance Networks personnel, contractors, or service partners.
If the parties want a personnel non-solicitation, direct-hire restriction, placement fee, or other restrictive covenant, that obligation must be stated in a separately signed agreement that defines the applicable scope and duration.
27. Force Majeure
Neither party will be responsible for delay or failure to perform caused by events beyond its reasonable control, except for payment obligations for Services already provided or costs already incurred.
Such events may include severe weather, natural disasters, fire, utility failure, widespread internet or telecommunications outage, cyberattack, war, civil disturbance, labor disruption, government action, public emergency, epidemic, supply-chain disruption, vendor outage, or other comparable circumstances beyond reasonable control.
28. Governing Law and Venue
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.
Unless a separately signed agreement provides otherwise, any legal action arising from these Terms or the Services must be brought in a state or federal court having jurisdiction in Orange County, Florida, and each party consents to that venue and jurisdiction.
The parties may mutually agree in writing to mediation, arbitration, or another dispute-resolution process.
29. Electronic Communications and Electronic Acceptance
The parties may conduct business electronically, including through email, electronic signatures, client portals, online proposals, service tickets, electronic approvals, and other agreed electronic methods.
Where the parties agree to transact electronically, an electronic signature, electronic acceptance, or other electronic record may be used to evidence approval to the extent permitted by applicable law.
The Client is responsible for maintaining accurate contact information for authorized representatives and for promptly notifying Vigilance Networks if an authorized contact or approval authority changes.
30. Website, Forms, Portal, and Online Requests
Information submitted through VigilanceNetworks.com, a consultation form, Vigilance Score assessment, employment form, support portal, service request, email, or other online method must be accurate and submitted by a person authorized to provide it.
Submitting a request does not guarantee acceptance of work, create a managed-service relationship, or establish a service-level commitment unless Vigilance Networks accepts the engagement through an applicable Service Document.
Client portal credentials are for authorized users only. The Client is responsible for protecting portal credentials and promptly reporting suspected unauthorized access.
31. Updates to These Terms
Vigilance Networks may update these Terms from time to time. The current version will be posted on VigilanceNetworks.com with a revised effective date.
Updated Terms will apply prospectively to new Services, renewals, or future Service Documents that reference the updated Terms. Updated website Terms do not automatically amend a separately signed agreement unless that agreement expressly provides for such updates or the parties otherwise agree.
32. General Contract Terms
Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect to the extent permitted by law.
No Waiver. A party’s failure to enforce a provision on one occasion does not waive the right to enforce that provision later.
Assignment. The Client may not assign its rights or obligations under the Service Documents without Vigilance Networks’ prior written consent, except as part of a bona fide merger, acquisition, or sale of substantially all assets, subject to applicable law and any contrary signed agreement. Vigilance Networks may use subcontractors and service partners to perform the Services and remains responsible for its contractual obligations to the Client.
Independent Contractor. Vigilance Networks is an independent contractor and not the Client’s employee, partner, joint venturer, fiduciary, or legal representative.
Entire Agreement. The applicable Service Documents constitute the agreement concerning the Services and supersede prior discussions or representations about the same subject, except for obligations that the parties expressly preserve in writing.
33. Contact Information
Questions about these Terms may be sent to:
Vigilance Networks
3956 Town Center Blvd. Suite #514
Orlando, FL 32837-6103
Email: sales@vigilancenetworks.com
Phone: (689) 210-8432
Website: VigilanceNetworks.com