Definitions: 

“Provider” refers to ITHelix LLC, delivering IT services under this Agreement.
“Client” refers to the individual or entity receiving services.
“Services” means the IT support, consulting, maintenance, and related tasks agreed upon in writing.

Engagement of Services: 

Provider agrees to perform Services with reasonable skill, care, and diligence.
Scope of Services shall be defined in a separate Service Agreement, Statement of Work, or Proposal.

Fees and Payment: 

Fees are payable as outlined in the Service Agreement.
Invoices are due within 14 days of issue.
Late payments may incur interest

Confidentiality: 

Both parties agree to maintain strict confidentiality of proprietary information, trade secrets, and data.
Obligations survive termination of this Agreement.

Intellectual Property: 

Provider retains ownership of methodologies, tools, and know-how used in delivering Services.
Client retains ownership of its data and systems.

Warranties and Disclaimers: 

Provider warrants Services will be performed professionally.
No guarantee is made that Services will be error-free or uninterrupted.
Provider disclaims liability for indirect or consequential damages, including data loss or business interruption.

Client Obligations: 

Provide timely access to systems, facilities, and personnel as required.
Ensure compliance with software licensing and applicable laws.
Maintain adequate data backups unless otherwise contracted.

Termination: 

Either party may terminate with 30 days’ written notice.
Immediate termination may occur for material breach or insolvency.
Termination does not relieve Client of obligations to pay for services rendered.

Governing Law and Jurisdiction: 

This Agreement shall be governed by the laws of New York/USA.
Disputes shall be resolved exclusively in the courts of Richmond.

Entire Agreement: 

This Agreement constitutes the entire understanding between the parties and supersedes prior discussions.
Amendments must be in writing and signed by both parties.

Effective Date: [2025/01/01]: 

For questions regarding these Terms, please contact [info@ithelix.com].
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