Terms of Service
1. PARTIES
This Security Services Agreement ("Agreement") is entered into between Dynamical Tech LLC ("Provider") and the customer identified at checkout ("Client").
2. SERVICES
2.1 Service Packages
Provider agrees to deliver security services as selected by Client at checkout, including but not limited to:
Starter Packages: One-time security assessments, tune-ups, and incident response readiness
Monthly Retainer Packages: Ongoing security support including monitoring, assessments, consulting, and technical services
2.2 Service Delivery
Services will be delivered remotely unless otherwise agreed in writing.
Unless stated otherwise, Provider will use commercially reasonable efforts to deliver services during normal business hours (Monday-Friday, 9:00 AM - 5:00 PM ET, excluding holidays).
24/7 Services normal business hours Monday-Sunday, including holidays.
2.3 Service Levels
Services are delivered by qualified security professionals at three levels:
Security Technician: Basic security setup, patching, monitoring, and endpoint protection
Security Analyst: Vulnerability assessments, log analysis, incident response, and security monitoring
Security Consultant: Strategy, compliance, risk assessments, architecture design, and security roadmaps
3. PAYMENT TERMS
3.1 Starter Packages
Payment for Starter Packages is due in full at checkout prior to service delivery. Services will commence within 3-5 business days of payment receipt.
3.2 Monthly Retainer Packages
Monthly retainer fees are charged monthly. Client authorizes Provider to automatically charge the payment method on file.
3.3 Annual Commitments
Clients selecting annual commitment pricing agree to a 12-month minimum term. Monthly fees are billed automatically on the first of each month. Early termination is subject to Section 6.3.
3.4 Late Payment
Payments not received within 10 days of the due date will incur a late fee of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. Provider may suspend services for accounts more than 30 days past due.
3.5 Expenses
Package prices include remote service delivery. Any third-party software, licenses, or tools required for service delivery will be quoted separately and require Client approval before purchase.
4. HOURS AND USAGE
4.1 Monthly Hour Allocation
Monthly retainer packages include a specified number of hours per month based on the selected package. Hours are tracked in 1-hour increments.
4.2 Hour Rollover
Clients with annual commitments may roll over unused hours for up to one (1) month. Hours not used within one month of allocation will expire. Month-to-month clients do not receive rollover hours.
4.3 Additional Hours
If Client exceeds monthly hour allocation, additional hours will be billed at the discounted package rate (15-20% off standard hourly rates) and invoiced at month-end. The client will be notified when they approach 80% of the monthly allocation.
4.4 Hour Tracking and Reporting
The provider will maintain ticket tracking and time records.
5. TERM AND TERMINATION
5.1 Starter Package Term
Starter Packages are one-time services. This Agreement shall terminate upon completion of the services and delivery of the final deliverables.
5.2 Monthly Retainer Term (Month-to-Month)
Month-to-month retainer packages renew automatically on the first of each month. Either party may terminate with thirty (30) days written notice. No refunds for partial months.
5.3 Monthly Retainer Term (Annual Commitment)
Annual commitment packages have a 12-month initial term beginning on the service start date. Agreement automatically renews for successive 12-month terms unless either party provides ninety (90) days written notice prior to renewal date.
5.4 Early Termination by Client
Clients with First Month Trial. Can try any monthly package risk-free. If the client is not satisfied in the first 30 days, we'll refund 100% of their money.
Clients with monthly commitments may terminate early with thirty (30) days written notice. Client will be charged a pro-rated early termination fee.
Clients with annual commitments may terminate early with ninety (90) days written notice. Client will be charged a pro-rated early termination fee equal to 50% of remaining monthly fees through the end of the initial 12-month term.
5.5 Termination for Cause
Either party may terminate immediately for material breach if the breaching party fails to cure within fifteen (30) days of written notice. Provider may terminate immediately for non-payment exceeding thirty (30) days.
5.6 Effect of Termination
Upon termination: (a) Client must pay all outstanding fees, (b) Provider will deliver any work-in-progress within 10 business days, (c) all unused hours expire immediately, and (d) obligations under Sections 7 (Confidentiality) and 9 (Liability) survive.
6. CONFIDENTIALITY AND DATA PROTECTION
6.1 Confidential Information
Each party agrees to maintain the confidentiality of the other party's Confidential Information, defined as non-public business, technical, or financial information. Provider will have access to Client systems and data solely to perform services under this Agreement.
6.2 Data Security
Provider will implement reasonable security measures to protect Client data accessed during service delivery. Provider will comply with applicable data protection laws and industry standards.
6.3 Data Breach Notification
Provider will notify Client within 24 hours of discovering any unauthorized access to Client's Confidential Information in Provider's possession or control.
6.4 Return of Information
Upon termination or Client request, Provider will return or securely destroy all Client Confidential Information within thirty (30) days, except as required by law or for Provider's records.
7. CLIENT RESPONSIBILITIES
Client agrees to:
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Provide timely access to systems, data, and personnel necessary for service delivery
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Designate a primary contact for coordination and decision-making
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Implement security recommendations in a timely manner
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Maintain current backups of all critical data
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Notify Provider immediately of any security incidents or concerns
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Provide accurate information regarding systems, compliance requirements, and business operations
8. WARRANTIES AND DISCLAIMERS
8.1 Provider Warranties
Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Provider does not warrant that services will prevent all security incidents or breaches.
8.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER DOES NOT GUARANTEE THAT CLIENT'S SYSTEMS WILL BE FREE FROM SECURITY VULNERABILITIES OR THAT BREACHES WILL NOT OCCUR.
8.3 No Legal or Compliance Advice
Provider is not a law firm and does not provide legal advice. Any compliance guidance is informational only. Client should consult legal counsel for compliance interpretations and legal requirements.
9. LIMITATION OF LIABILITY
9.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR STARTER PACKAGES, LIABILITY IS CAPPED AT THE PACKAGE PRICE PAID.
9.2 Excluded Damages
IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Client Indemnification
Client agrees to indemnify and hold Provider harmless from any claims arising from: (a) Client's failure to implement recommended security measures, (b) Client's violation of applicable laws, or (c) Client's misuse of Provider's services or recommendations.
10. INSURANCE
Provider maintains professional liability insurance (Errors & Omissions) and cyber liability insurance with coverage appropriate for the services provided. Certificates of insurance available upon request.
11. GENERAL PROVISIONS
11.1 Entire Agreement
This Agreement, together with the package description selected at checkout, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
11.2 Amendments
Provider may modify these Terms with thirty (30) days notice to Client. Continued use of services after notice constitutes acceptance. Material changes require Client's written consent.
11.3 Assignment
Client may not assign this Agreement without Provider's prior written consent. Provider may assign to an affiliate or in connection with a merger or sale of business.
11.4 Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes will be resolved in the state or federal courts located in the State of Delaware.
11.5 Dispute Resolution
Before initiating litigation, parties agree to attempt good faith negotiation for thirty (30) days. If unresolved, parties may pursue mediation or binding arbitration as mutually agreed.
11.6 Notices
All notices must be in writing and sent to the addresses provided at checkout or as updated by either party. Email notices are acceptable for routine communications but not for termination notices.
11.7 Severability
If any provision is found unenforceable, the remaining provisions remain in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
11.8 Waiver
Failure to enforce any provision does not constitute a waiver of that provision or any other provision. All waivers must be in writing.
11.9 Force Majeure
Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or internet/utility failures, provided the affected party notifies the other promptly.
11.10 Independent Contractors
Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.
12. ACCEPTANCE
BY COMPLETING CHECKOUT AND SUBMITTING PAYMENT, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE.
Client Information (Completed at Checkout) and Electronic Signature Acceptance (Completed at Checkout):
☐ I agree to these Terms of Service and authorize the above payment
☐ For Annual Commitment packages: I understand and agree to the 12-month commitment and early termination provisions in Section 5.3 and 5.4
Billing Questions
Payment Disclaimer and Terms:
Customer payment is due on or before the bill due date provided on the Invoice Summary page of the bill. If the total amount is not paid by the due date, the account is considered past due. Failure to pay a past due amount will result in finance charges and may result in suspension of service.
If you have questions or concerns about your statement, please contact the billing inquiry department at info@dynamical.com. Dynamical must be informed within 30 days of the statement date of any disputed charges. The written explanation of the dispute must include the following information:
Account Name and Number
Date of Statement
Amount of Disputed Charge
Reason charges are being disputed
Upon our receipt of such notification and written explanation, we will begin investigating the reason the charges are being disputed. Any undisputed charges must be paid by the due date. Failure to pay undisputed charges will result in finance charges and may result in suspension of service.