Electronic Approval. Our Customer Portal is the required platform for efficient service delivery and communication. It streamlines approvals, ensures clarity on orders, and facilitates seamless collaboration. Using the portal minimizes risk and optimizes the experience for both of us. This Agreement, comprised of these Terms and Conditions (Terms), the specific Sales Order approved by Your Organization, and any associated Scope of Work documents (all accessible in the Customer Portal), forms a legally binding contract between Miles IT Company (Miles IT) and Your Organization (You or Your Organization) when You approve through our Customer Portal. By approving, You confirm Your legal authority to enter into this Agreement.
Modifications. To maintain clarity and efficiency for all our valued customers, these Terms are standardized and not individually editable. Why Standardized Terms
Definitions. Agreement means the Sales Order (including all descriptions, notes, summaries, and attachments), these Terms, the Scope of Work, and all other documents related to the Sales Order in the Customer Portal. Customer Portal is Miles IT’s online portal. Recurring Sales Orders are Sales Orders for services that continue until canceled and are billed on a regular, recurring schedule. Change Order is any change to a previously approved Sales Order. Transition of Services is the transfer of any products or services to Your Organization or another provider upon termination of this Agreement. 
Scope of Work. The Scope of Work details the specific services to be provided by Miles IT, as outlined in the Sales Order. Any changes to the Scope of Work require approval through a Change Order in the Customer Portal. Miles IT will perform the services outlined in the Scope of Work in a professional and workmanlike manner, consistent with industry standards.
Payment. For one-time Sales Orders, Your Organization agrees to pay in accordance with the payment schedule outlined on the Sales Order. For monthly Recurring Sales Orders, payment is due on the start date and the same day each month thereafter. For annual Recurring Sales Orders, payment is due on the start date and the same day each year thereafter. To offset the administrative and operational costs incurred due to late payments, a 1.5% monthly service charge will be applied to overdue balances. We understand that mistakes happen, and upon request, we will credit one service charge annually as a gesture of goodwill. If Your Organization requests Miles IT to upload invoices to a payment portal or provides a purchase order (PO) or similar document, you agree that: (a) portal or PO use is for convenience only; (b) this Agreement (including these Terms, the Sales Order, and Scope of Work) remains fully in effect and governs our relationship; and (c) any conflicting portal or PO terms are rejected and have no force, even if a Miles IT representative signs or acknowledges the PO. By requiring portal or PO use, Your Organization is deemed to agree to a Waiver of Conflicting Terms for Payment Portal or PO Use.
Security and Data Protection. Miles IT maintains rigorous security policies and controls to protect systems, data, and customer information. Our annual SOC 2 Type II audit validates our compliance with industry security standards. The audit report is provided upon request. Miles IT’s privacy policy and data security commitments are available at milesit.com/privacy-policy.
Flexible Service Agreements. We believe in the quality of our services and don't lock our customers into multi-year contracts, allowing Your Organization the flexibility to adapt to changing needs. Either party may terminate this Agreement for any reason with thirty (30) days prior written notice. Upon termination, Your Organization is responsible for all outstanding balances for services rendered and products ordered. You are also responsible for paying in full any third-party obligations for services/products You approved be procured by Miles IT that extend beyond the termination date. For example, an annual service like Microsoft Office 365 with five months left on its term will be invoiced for those five months, and the subscription will remain available for use. Miles IT will assist with the Transition of Services, subject to full payment of all outstanding balances, including these third-party obligations.
Limitation of Liability. Both parties acknowledge that they maintain insurance coverage appropriate to their respective businesses and will look first to their own insurance for coverage of any loss. Because potential damages are difficult to predetermine, both parties agree to limit direct damage liability under this Agreement to $50,000, excluding gross negligence, willful misconduct, fraud, intellectual property/copyright infringement, and bodily injury/death claims. This mutual limit reflects our balanced business relationship. Neither party is liable for consequential, incidental, special, or indirect damages, including but not limited to, damages for lost profits or data. Claims must be brought within two years, except for non-payment or intellectual property violations.
Option to Hire. Miles IT understands that sometimes the right person for the job is someone You've already worked with. While this Agreement covers IT services, Miles IT also offers staffing services. To clarify our staffing arrangements, if Miles IT introduces a candidate to You, or if a Miles IT employee who has served Your Organization leaves Miles IT (regardless of this Agreement's status), and You subsequently hire that individual (either as an employee or independent contractor) within two years of the introduction or their departure from Miles IT, the fee is $50,000. This recognizes Miles IT's investment in its team and candidates, the value of its staffing service, and provides You with a valuable hiring option. Neither party will solicit or hire the other's employees without prior written consent.
Defaults and Remedies. Material breach allows termination and other legal remedies after ten days' written notice. Miles IT may also discontinue services and terminate any licenses. For more information regarding termination obligations, see section titled Flexible Service Agreements and Termination.
Ownership of Materials. Each party warrants that it owns or has sufficient rights to all materials provided for use in this Agreement and will defend and hold the other party harmless from any related claims. Any software developed by Miles IT for Your Organization under this Agreement will be considered a “work made for hire” (as defined in 17 U.S.C. §101), with all ownership rights granted to Your Organization. Miles IT grants You a non-exclusive, perpetual license to use any previously developed source code (Miles IT Code) solely in conjunction with the specific software developed for Your Organization under this Agreement. All source code will be provided.
BA Agreement. This section applies only if Your Organization has requested and Miles IT has executed a Business Associate Agreement (BAA). The BAA does not expand the Scope of Work of any order. Additionally, the BAA does not create obligations for Miles IT regarding pre-existing or third-party software or system vulnerabilities, except for those modified as part of the Scope of Work. Furthermore, Miles IT is not obligated, including indemnification, for breaches preventable by Your Organization implementing Miles IT's recommended security upgrades. The BAA's Indemnification and Remedies section does not apply to breaches that occur outside the Scope of Work.
General. The provisions of this Agreement concerning payment obligations, confidentiality, intellectual property rights, limitation of liability, indemnification, and any other provisions that by their nature should survive termination, shall survive the termination or expiration of this Agreement for any reason. This is a valid electronic agreement. This Agreement supersedes prior communications. Ambiguities are not construed against the drafter. If any provision is invalid, the remaining provisions remain in effect. Neither party may assign this Agreement without prior written consent. Notices must be in writing and may be delivered by email. Florida law governs this Agreement, and Your Organization consents to jurisdiction in Hillsborough County, Florida courts. Your Organization consents to receive communications (including calls, emails, and SMS) from Miles IT and to the recording of calls for quality assurance.