Granado Tech LLC – Terms and Conditions (Version 1.5)
Effective Date: February 1, 2026 (Version 1.5)
Governing Law: State of Texas (Venue: Bexar County)
Acceptance: By signing below, sending written acceptance (including email or purchase order referencing a Granado Tech quote), or clicking an “Accept” link to these Terms and Conditions, the client (“Client”) enters into a binding agreement with Granado Tech LLC (“Granado Tech”) and acknowledges that they have the authority to do so. Any Client terms that contradict these Terms (for example, in a purchase order) are void unless expressly accepted in writing by an authorized Granado Tech representative. These Terms and Conditions, together with any Granado Tech proposals, statements of work, or order documents referencing them, constitute the entire agreement as of the acceptance date.
1. Scope of Services
Granado Tech is a hybrid services provider offering: (a) general contracting and construction services (including management of subcontractors and labor for building projects); (b) low-voltage systems design and installation (such as network cabling, security, and AV systems); (c) information technology (“IT”) professional services and support; and (d) managed services provider (“MSP”) offerings for ongoing IT management and support. The specific scope for a project or service engagement will be defined in a proposal, statement of work, or service schedule (collectively, “Order Documents”) issued by Granado Tech and accepted by Client. These Terms apply to all services and any deliverable products or materials (“Services”) provided by Granado Tech, except to the extent a particular Order Document expressly overrides a provision of these Terms. In case of any conflict, any special terms in a signed Order Document (or written addendum) will prevail over these standard Terms for that project, and otherwise these Terms govern.
2. Acceptance and Authority
By accepting a Granado Tech proposal or Order Document (via signature, email confirmation, purchase order, or clickwrap acceptance link), Client agrees to be bound by these Terms and Conditions. The individual accepting on behalf of Client represents that they are authorized to bind the Client entity and have read and understood this Agreement. Such acceptance (including issuing a purchase order or allowing Granado Tech to commence work) constitutes a “writing” or “execution” of this Agreement equivalent to a handwritten signature. Client’s acceptance is limited to these Terms and the relevant Order Documents; any additional or different terms proposed by Client (for example, in a purchase order or portal terms) are objected to and shall not apply unless Granado Tech expressly agrees in writing. Granado Tech may require a signed copy of this Agreement or other acknowledgement from Client for its records, but failure to sign does not excuse Client’s compliance once the Services have been requested or work has begun under an accepted Order.
3. Pricing, Deposits, and Payment Terms
3.1 Pricing & Quotes: Pricing for Services will be as indicated in Granado Tech’s written quote or proposal. Unless otherwise specified, prices are in US Dollars and exclude applicable taxes, duties, shipping, permit fees, travel expenses, or other out-of-pocket costs, which will be added to the invoices. Granado Tech will itemize materials, labor, and any recurring fees in the quote or invoice. Quotes are generally valid for 30 days from issue (see Section 4 below for price adjustments due to material cost escalations). After the validity period or if the scope changes, Granado Tech reserves the right to revise pricing.
3.2 Deposits: For many projects, a deposit or advance payment is required prior to scheduling work or ordering equipment. Unless a different payment schedule is stated in the Order Document, Granado Tech’s standard policy is:
- Small Projects: For projects under a threshold (e.g. $1,000), full payment may be required upfront before commencement.
- Larger Projects: For projects over that threshold, a typical schedule is 50% deposit due upon acceptance, progress payments as major materials are delivered or milestones met, and the remaining balance (e.g. 10%) due upon substantial completion. Specific percentages and timing will be defined in the quote. Granado Tech is not obligated to mobilize crews or procure equipment until the initial deposit is received. For change orders (Section 6) that significantly increase scope, additional deposit or advance payment may be required before those changes are executed.
3.3 Invoicing and Payment: Granado Tech will invoice Client according to the payment schedule in the Order Document, or if not specified, on a periodic basis (e.g. monthly for ongoing services, or upon completion of milestones for projects). Invoices are due upon receipt or within the payment term noted (Net 30 days if not otherwise stated). Client shall pay all undisputed amounts by the due date via accepted payment methods (e.g. check, ACH, or credit card subject to fees). Granado Tech may allow payment by major credit cards; however, credit card payments may incur a convenience fee (e.g. 3-4% surcharge) to cover processing costs. Any required sales, use, or similar taxes will be added to the invoices and payable by Client, unless Client provides a valid tax-exempt certificate. If any portion of an invoice is disputed in good faith, Client must notify Granado Tech in writing before the due date, pay the undisputed portion, and the parties will promptly seek to resolve the dispute.
3.4 Late Payments: Any invoice not paid in full by its due date will be subject to late charges. Granado Tech may charge interest on overdue amounts at the rate of 1.5% per month (18% per annum) or the maximum rate allowed by law, whichever is less. Interest will accrue from the day after the due date until paid in full. Additionally, Client agrees to reimburse Granado Tech for any costs of collection on past due amounts, including reasonable attorneys’ fees and court or arbitration costs. If Client’s account is more than 30 days past due, Granado Tech reserves the right to suspend work, withhold deliverables, and/or disable or refuse warranty service on delivered systems until all overdue invoices are paid. Granado Tech may also condition continuation of Services on accelerated payment or additional security if Client’s payment record or creditworthiness deteriorates. Returned checks or failed electronic payments will incur a returned payment fee of $50 (or the maximum allowed by law), and any credit card chargebacks not justified by a breach of this Agreement will be treated as non-payment.
3.5 Payment Assurance: Client acknowledges that timely payment is a material condition of this Agreement. Granado Tech’s technicians are not authorized to leave any delivered equipment on site or complete final installation if payment that is due at that stage (e.g. COD balance) is not provided. Furthermore, Granado Tech may require payment in certified funds if Client has previously had a payment returned or chargeback. If Granado Tech agrees to extend credit, Client grants Granado Tech a purchase-money security interest in all goods, equipment, or materials provided (the “Products”) and their proceeds, until full payment is received. Client authorizes Granado Tech to file UCC-1 financing statements or similar instruments to perfect this security interest. In the event of non-payment, Granado Tech shall have, in addition to contract remedies, all rights of a secured creditor, including the right to repossess the Products or foreclose on the collateral as permitted by law.
3.6 Credit Card Authorization: If Client elects to keep a credit card on file with Granado Tech for recurring charges (such as monthly MSP fees or project installments), Client authorizes Granado Tech to charge the card for invoices as they become due. Granado Tech will provide receipts for any charges. Client is responsible for updating card information and ensuring sufficient credit limit. A failure of the card charge does not relieve Client’s obligation to pay by other means by the due date.
4. Quote Validity and Material Pricing Escalation
4.1 Quote Validity: All quotations or proposals issued by Granado Tech are valid for 30 calendar days from the date issued, unless otherwise specified in the quote. Acceptance of a quote after the validity period may require re-confirmation by Granado Tech. If Client requests changes to the scope or there is a delay in award beyond the validity period, Granado Tech reserves the right to adjust pricing to reflect current costs. This includes adjustments due to changes in manufacturer pricing, labor rates, or applicable regulations that impose new costs (e.g. tariffs).
4.2 Material Price Escalation: The parties acknowledge that material and equipment costs (especially in construction and technology hardware markets) can be volatile. Granado Tech has priced the quote based on current costs and availability. If, after Client’s acceptance and before procurement, there is a significant increase in the price of key materials, equipment, fuel, or freight beyond normal inflation (for example, due to supply chain disruptions, tariffs, or market spikes), Granado Tech will promptly notify Client. The parties shall in good faith agree to an equitable price adjustment or substitution of materials. “Significant” price increase means a rise materially affecting the project cost that was not foreseeable at the time of quoting. Granado Tech will furnish documentation of such increases upon request. The contract price will then be adjusted by change order to cover the increased costs. If Client does not agree to a reasonable adjustment for essential items, Granado Tech may, at its option, suspend performance for a reasonable period or terminate the affected Order pursuant to Section 19 (with the price of work performed and materials secured to date payable by Client).
4.3 Quote Assumptions: Unless expressly stated, quotes assume standard working hours and continuous workflow. They also assume that site conditions and any Client-provided infrastructure (e.g. existing cabling or network) are as represented and suitable for the new work. Deviations or unforeseen conditions may require a change order (see Section 6). Granado Tech’s quotes for equipment are based on manufacturers’ specifications. If manufacturers discontinue or significantly delay a quoted product, Granado Tech will seek Client’s approval for a substitute product and adjust the price accordingly.
4.4 Validity of Unit Prices: For time-and-materials or rate-based services (such as service calls or MSP plans), Granado Tech may periodically adjust its labor or service rates after the initial term or quote period. Typically, rates may be reviewed annually and may increase by a reasonable percentage (e.g. to account for inflation or rising costs). If an automatic rate escalation is specified in an MSP or services agreement (for example, a 5% annual increase after the first year, or tied to a published cost index), such terms will govern. Otherwise, Granado Tech will notify Client at least 30 days in advance of any changes to standard hourly rates or recurring fees for ongoing services. Client’s continued use of Services or renewal of an annual term after such notice will constitute acceptance of the new rates.
5. Service Call Billing and Travel Charges
This section applies to ad-hoc service calls, IT support visits, and any on-site work not covered by a fixed-price project or MSP flat fee.
5.1 Hourly Rates and Minimums: Service calls and on-site technical support are billed at Granado Tech’s prevailing hourly rates for the applicable service and technician level. Granado Tech will provide a rate sheet or quote upon request. Unless otherwise agreed, there is a minimum charge of one (1) hour of labor for any on-site visit. Time is billed in increments (e.g. quarter-hour increments) after the first hour. For remote support or helpdesk calls that do not require travel, a minimum charge of a quarter-hour may apply for each incident. Granado Tech will not perform work beyond the first hour on-site without Client’s approval to continue, except to the extent necessary to address any immediate safety or system integrity issues. Any parts or materials needed will likewise be subject to Client approval if the cost exceeds a nominal threshold (for example, no parts over $100 will be used without prior consent).
5.2 Travel Time and Mileage: Travel to Client’s site will be charged to Client in accordance with Granado Tech’s travel policy. If the Client’s site is within the local service area (typically a 30-mile radius of Granado Tech’s office), a standard trip charge or travel time fee (e.g. a flat fee or hourly rate for travel) may apply. For sites outside the local area, mileage or travel time is billed additionally: typically, travel is billed at our standard hourly rate (portal-to-portal) or a per-mile rate in line with the current IRS standard mileage rate. Travel charges will be determined based on the distance and time to reach the service location. Any tolls, parking fees, airfare, lodging or other travel expenses incurred will be billed at cost (or at a standard per diem) with prior notice to Client. Granado Tech will endeavor to dispatch the nearest qualified technician to minimize travel costs.
5.3 After-Hours and Emergency Service: Standard service hours are Monday through Friday, 8:00 am to 5:00 pm local time (excluding Granado Tech-observed holidays). If Client requests service outside of these normal hours (night, weekend or holiday work), overtime rates may apply (for instance, time-and-a-half for evenings/weekends, and double-time for holidays). Granado Tech will inform Client of any such rate differentials in advance. For MSP clients with a Service Level Agreement (SLA) that provides 24/7 coverage or emergency on-call support, any applicable after-hours charges or included emergency hours will be defined in the SLA or service plan. In the absence of an SLA, emergency call-outs outside normal hours will incur an emergency service charge in addition to the hourly rate. Granado Tech will use best efforts to respond to urgent issues promptly, but response times are not guaranteed unless an SLA with specified response times is in effect.
5.4 Travel Time Definition: “Travel time” means the time technicians spend in transit from the last job or our office to Client’s site and back (or to the next job). Granado Tech will only bill reasonable travel time; if multiple clients are serviced on one trip, travel costs may be apportioned. If a technician is on-site for a full day, travel time might be limited to the drive to and from that day’s work. If the distance is significant, overnight accommodation may be required and will be discussed with Client in advance.
5.5 No Guarantee on Incident Resolution Time: While Granado Tech strives to resolve service calls as quickly as possible, the time required can depend on complexity of the issue. Granado Tech will keep Client informed of progress and if an issue cannot be resolved remotely, on-site dispatch will be arranged. If an on-site visit does not resolve the issue and follow-up work is needed (e.g. ordering parts or additional expertise), such subsequent work will be billed separately unless covered under warranty or an MSP agreement.
6. Exclusions and Change Orders
6.1 Exclusions (Out-of-Scope Work): Granado Tech’s quoted scope of work is limited to the specific tasks, quantities, and assumptions detailed in the proposal or Order Document. Certain items are excluded from the scope unless explicitly included. For example, typical exclusions may include: patching or painting of finished surfaces disturbed by low-voltage cable installation; asbestos or hazardous material abatement; remediation of pre-existing code violations or unsafe conditions; repair of existing infrastructure unless noted; cutting or structural alterations; permits and fees (see Section 11); and work on base building systems outside the low-voltage scope (like electrical power wiring or plumbing). If Client expects Granado Tech to perform any work not included in the original scope, a written change order must be executed.
6.2 Change Orders: Changes to the scope of Services, whether initiated by Client or necessitated by field conditions or third-party requirements, will be handled via written change orders. Either party may propose a change order. A change order will describe the additional or modified work, any impact on project schedule, and the price adjustment (increase or decrease). Both parties must agree in writing (email confirmation is acceptable for minor changes) before Granado Tech proceeds with the work, except in an emergency where safety or equipment is at risk. Granado Tech is not obligated to perform out-of-scope work without an approved change order, and Client shall not unreasonably withhold or delay approval for necessary changes. All additions or changes after signing the initial agreement will be billed separately, and may require additional deposit or advance payment before the change work begins. Change orders that involve significant new materials or subcontracted work may be invoiced on their own schedule (e.g. payment on approval or net 15 days) as indicated in the change order.
6.3 Hidden or Unforeseen Conditions: If Granado Tech encounters conditions not anticipated by the proposal (e.g. hidden obstructions in walls, unforeseen site conditions, or inaccuracies in Client-provided information) that materially affect the cost or time required, Granado Tech will promptly notify Client. The parties will negotiate a change order for any additional work or delay caused by such conditions. If hazardous substances or unsafe conditions are encountered, Granado Tech may stop work in the affected area until remediated by Client or a qualified third party (except to the extent removal is in Granado Tech’s scope). Any schedule impact will be addressed under Section 7 (Delays).
6.4 Client Requests and Third-Party Changes: If Client requests changes or additions (for example, extra outlets, different equipment, or aesthetic changes), or if third parties such as owners, landlords, inspectors, or customers of Client require changes to the work, those will also be handled through the change order process. Granado Tech will quote the change in writing, and, once accepted, incorporate it into the project. Changes mandated by regulatory authorities (e.g. additional code-required work not known at time of quote) will be treated as a change order as well.
6.5 Out-of-Scope Rates: Where a change is requested on a time-and-materials basis (rather than a fixed price), Granado Tech will use its standard labor rates and cost-plus for materials (typical markup will be specified or is available on request). For material-only changes (e.g. Client asks Granado Tech to purchase additional equipment without labor), a handling or procurement fee may apply if not already included.
6.6 Documentation of Changes: Each change order approved will be documented (via a change order form or email trail) and will be incorporated by reference into this Agreement. In case of any discrepancy between a change order and the original contract, the change order’s terms shall govern for that specific change (but all unaffected provisions of the original agreement remain in force).
7. Project Delays, Remobilization, and Resumption Fees
7.1 Client-Caused Delays: The project timeline will be as agreed in the Order Document or project schedule. If Granado Tech is ready to perform or deliver and is prevented from doing so by Client or others under Client’s control, Granado Tech may charge for stand-by time, demobilization, or remobilization as applicable. For instance, if Granado Tech’s crew arrives on the scheduled date but cannot access the site or necessary areas, or the site is not ready (e.g. other trades incomplete, no power, permits not obtained by Client, etc.), the time lost will be billed as additional labor or a return trip charge. Inability to gain required access to work areas will be counted as billable waiting time or a return visit at Granado Tech’s prevailing rates. Granado Tech will attempt to mitigate costs by reassigning staff if possible, but reserves the right to invoice for wasted time and travel.
7.2 Remobilization Fees: If project work is halted or significantly interrupted due to circumstances outside of Granado Tech’s control (for example, Client-directed pause, construction hold, permitting delays, funding issues, force majeure events, or other trades’ delays), Granado Tech may incur costs to demobilize (remove personnel/equipment from site) and later remobilize to resume work. In such cases, Granado Tech is entitled to a reasonable remobilization fee to cover the additional labor and logistical costs of stopping and restarting the project. The fee will be determined based on the duration of delay and resources needed to remobilize. Granado Tech will document these costs and discuss them with Client beforehand when possible. Additionally, if a delay persists beyond a reasonable period, any idle materials stored by Granado Tech may incur storage fees (see Section 10.3) and any price escalations (per Section 4.2) may be applied if the delay results in increased costs.
7.3 Schedule Extensions: If a delay or suspension occurs that is not the fault of Granado Tech (including any force majeure event described in Section 7.6 or delays caused by Client or third parties), Granado Tech shall be granted an extension of time to complete the work equal to the delay’s impact. The revised schedule will be mutually agreed upon in writing. Granado Tech will make commercially reasonable efforts to resume work as soon as feasible once the cause of delay is resolved, but scheduling will also depend on crew availability and other commitments at that time.
7.4 Resumption after Long Suspension: If work is suspended at Client’s request or due to Client-related causes for an extended period (e.g. more than 30 days), Granado Tech may treat the project as terminated for convenience and seek payment for work performed to date (see Termination Section 19). If the project is later restarted, it may be handled as a new project or a change order, and previously quoted prices may need adjustment. Granado Tech will endeavor to keep the same pricing but cannot guarantee it after long delays, especially if labor rates or material costs have changed.
7.5 Acceleration: If Client requests to accelerate the project (shorten the schedule) after work has begun – for example, to meet a new deadline – Granado Tech will attempt to accommodate if feasible. Any overtime or additional costs for acceleration (e.g. added labor shifts, expediting fees) will be extra at agreed rates or as a change order.
7.6 Force Majeure (Excusable Delays): Neither party shall be liable for delays or failure to perform caused by events beyond their reasonable control (“Force Majeure”), which may include natural disasters, extreme weather, pandemics, acts of God, war, terrorism, civil unrest, labor strikes (excluding strikes of the delayed party’s own workforce), government orders or restraints, unforeseen supply chain disruptions, or third-party utility outages. If such an event occurs, the affected party will promptly notify the other and is entitled to an extension of time equal to the delay caused. Granado Tech will not be responsible for any damages or penalties for delay due to Force Majeure. If a Force Majeure event continues for an extended period (e.g. more than 60 days), either party may have the right to terminate the affected Services by written notice, and Client will pay for work performed and materials secured up to the termination date. Note that Client’s obligation to pay for services already rendered is not excused by Force Majeure. Both parties shall use reasonable efforts to minimize the impact of any Force Majeure delay.
7.7 Notification of Delay: The party experiencing the delay (including Granado Tech in the event of any crew or supply issues) shall provide timely notice to the other, with details of the cause and expected duration of the delay. The parties will then confer in good faith on how to manage the delay (e.g. partial workarounds or resequencing tasks if possible).
7.8 Re-mobilization After Client Pause: If Client places the project on hold for convenience (not due to Granado Tech’s breach) and later requests resumption, Granado Tech will make reasonable efforts to re-initiate work promptly. However, a remobilization lead time may be necessary (scheduling crews, reactivating permits, etc.), which will be communicated to Client. Any costs specifically incurred to pause and restart (e.g. reapplication for permits, re-inspection fees, re-staging equipment) will be passed to Client at cost or as an agreed lump sum.
8. Warranties and Limitations
8.1 Workmanship Warranty: Granado Tech warrants that its work (including installation services and any construction labor) will be performed in a good and workmanlike manner, consistent with industry standards and any plans/specifications, and that for a period of one (1) year from the completion of the Services (or a different period if specified in writing), it will repair or correct, at its option, any material defects in its workmanship discovered and reported to Granado Tech in that period. This warranty covers proper installation of equipment and materials and the integrity of physical work (cabling terminations, device mounting, etc.). For IT services, this warranty means Granado Tech will re-perform any services that were not performed consistent with generally accepted professional standards, if notified within 30 days after the service.
8.2 Equipment and Third-Party Warranties: Any equipment, hardware, or software provided by Granado Tech as part of the project is covered by the original manufacturer’s or publisher’s warranty, if any. Granado Tech does not separately warrant third-party products or software, but will transfer or pass through to Client any available manufacturer warranties to the maximum extent allowed. For example, if a camera or server fails within the manufacturer’s warranty period, Granado Tech will assist in facilitating a warranty claim or replacement from the manufacturer. Such third-party warranties are the sole responsibility of the manufacturer or licensor, and Client must comply with any applicable warranty registration and maintenance requirements. Granado Tech’s one-year workmanship warranty (Section 8.1) covers the labor to replace a defective part under manufacturer warranty within that first year, but after the one-year labor warranty expires, labor to diagnose or replace defective products may be chargeable if no maintenance agreement is in place. Refurbished or used equipment (if provided by agreement) may have a shorter warranty (e.g. 90 days) which will be communicated.
8.3 Warranty Conditions: These warranties apply only to defects or issues arising from Granado Tech’s scope of work and under normal use of the systems. They do not cover: (a) normal wear and tear, or consumable parts (e.g. projector bulbs, batteries); (b) damage or malfunctions due to misuse, abuse, neglect, alteration, or unauthorized repair by the Client or third parties; (c) issues caused by external factors not under Granado Tech’s control, such as power surges, lightning strikes, network outages, virus or malware attacks, or failures in Client’s other equipment or internet service; (d) software issues or bugs (software is provided as-is from the vendor); or (e) any Client-provided materials or previously existing installations. If the Services involve integration with or programming of software (for example, network configuration), Granado Tech does not warrant that software or systems will be error-free or immune from cyber attacks – see Section 10 regarding data/security responsibilities.
8.4 Warranty Service Procedure: To request warranty service, Client should promptly notify Granado Tech upon discovery of the issue. Granado Tech will schedule a technician or remote support to diagnose the problem. If the issue is determined to be covered by warranty, Granado Tech will remedy it without charge (parts and labor) within a reasonable time. If the issue is found to be outside the warranty (e.g. a user-caused issue or third-party failure), Granado Tech will inform Client and, if Client authorizes, perform repair at standard rates. In some cases, warranty service may be performed by a manufacturer’s authorized service provider; Client agrees to cooperate if Granado Tech directs a third-party service under a manufacturer warranty.
8.5 No Warranty if Account Delinquent: Granado Tech’s warranty obligations are conditioned on Client’s account being in good standing. If Client has any past due invoices or has not paid for the equipment or services in question in full, Granado Tech may refuse warranty service until such invoices are paid, or may treat the service request as billable service call. Warranty periods will not be extended due to such delays.
8.6 Disclaimer of Other Warranties: Except for the express warranties stated in this Section 8, Granado Tech disclaims all other warranties or guarantees, express or implied, arising by law or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Granado Tech does not warrant that any system or software provided will operate uninterrupted or error-free, or that it will meet all of Client’s requirements. Client understands that any security or surveillance system can only reduce risk but cannot guarantee prevention of incidents; accordingly, Granado Tech makes no guarantee that the services or systems will prevent loss, theft, unauthorized access, or injury (see Section 10.4). Any advice or training provided by Granado Tech outside the scope of work is offered “as-is” with no warranty.
8.7 Warranty Transfer and Third-Party Beneficiaries: The warranties in this Section are for the sole benefit of the Client named in this Agreement and may not be assigned or transferred to any third party without Granado Tech’s consent. If Client sells or transfers the installed system or facility to a new owner, any remaining warranty does not automatically transfer unless agreed by Granado Tech in writing. No third party (including end-users of Client, or customers of Client) shall have any rights or remedies under this warranty section.
8.8 Remedies: For any breach of the above warranties by Granado Tech, Client’s exclusive remedy and Granado Tech’s entire liability shall be the repair or re-performance of the defective work or, at Granado Tech’s option, a refund of the price paid for the defective portion of the Services. If after reasonable attempts Granado Tech cannot repair or re-perform to correct a warranted defect, Granado Tech may refund an equitable portion of the fees attributable to such Services as full satisfaction of the claim. These remedies are available only if the breach of warranty is reported within the applicable warranty period.
8.9 Extended Maintenance Plans: If Client desires coverage beyond the standard warranty, Granado Tech may offer extended maintenance or managed service agreements (for example, ongoing support contracts or MSP agreements) at additional cost. Such agreements can provide for longer support durations, proactive maintenance, guaranteed response times, and other benefits, and will be documented separately. Unless such an agreement is in place, any post-warranty support will be billed on a time-and-material basis.
9. Liability and Indemnity
9.1 Limitation of Liability: To the fullest extent permitted by law, Granado Tech’s total liability to Client for any and all claims arising out of or related to this Agreement, the Services, or any Order, shall not exceed the total amount of fees paid by Client to Granado Tech for the specific Services or project giving rise to the claim (or, for ongoing MSP services, the amount paid in the 3 months preceding the claim). This limitation applies regardless of the theory of liability (contract, warranty, tort – including negligence, strict liability, or otherwise). In no event shall Granado Tech or its affiliates, employees, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind. This includes, without limitation, loss of profits or revenue, loss of data, loss of use of equipment or systems, business interruption, downtime costs, loss of goodwill, or claims of third parties, even if Granado Tech has been advised of the possibility of such damages. All such damages are expressly disclaimed and waived by Client. The foregoing exclusion and cap on liability shall apply even if any limited remedy fails of its essential purpose.
9.2 No Personal Liability: No director, officer, shareholder, or employee of either party shall have personal liability in connection with this Agreement or the Services. All claims, whether in contract or tort, must be brought against the entity (Granado Tech or Client) and not against individuals.
9.3 Indemnification by Client: To the extent permitted by law, Client shall indemnify, defend, and hold harmless Granado Tech, its affiliates, and their respective officers, employees, and agents (the “Granado Tech Parties”) from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s breach of this Agreement or of any law or regulation in connection with the Services; (b) Client’s negligence or willful misconduct, or that of its employees, contractors (other than Granado Tech), or other agents; (c) injuries or damage occurring at Client’s site or premises that are attributable to the acts or omissions of Client or its other contractors (e.g. an unsafe condition that was not caused by Granado Tech); (d) Client’s misuse or misapplication of the deliverables or Services, including using the system in a manner not recommended by Granado Tech or the manufacturer; or (e) any claim that data, materials, software or equipment supplied by Client to Granado Tech for use in the Services infringes the intellectual property rights or trade secrets of a third party. This indemnity means Client will pay those claims and any related costs and judgments, so that the Granado Tech Parties are held harmless.
9.4 Indemnification by Granado Tech: Granado Tech agrees to indemnify and hold harmless Client and its officers and employees from third-party claims for (i) bodily injury or death, or damage to tangible property, to the extent directly caused by the negligence or willful misconduct of Granado Tech in performance of the Services; and (ii) any claim that Granado Tech’s own proprietary deliverables (if any) provided to Client under the Agreement infringe a U.S. patent, trademark, or copyright of a third party. However, Granado Tech shall not be liable for any claim of infringement arising from Client’s use of deliverables in combination with other products not provided by Granado Tech or any modifications made by Client or at its direction. In the event of a potential infringement claim regarding any deliverable, Granado Tech at its option may modify the deliverable to be non-infringing, replace it with a functional equivalent, or if those are not feasible, remove the deliverable and refund to Client any fees paid for the infringing item, which shall fully satisfy the claim.
9.5 Indemnification Procedure: A party seeking indemnification (“Indemnitee”) shall promptly notify the other party (“Indemnitor”) in writing of any claim or suit for which it seeks indemnity. The Indemnitor shall have the right to control the defense and settlement of such claim, with counsel of its choosing, provided the defense is diligent and any settlement fully releases the Indemnitee without admission of fault or payment by Indemnitee. Indemnitee shall provide reasonable assistance (at Indemnitor’s expense) and may participate with its own counsel at its own expense. If Indemnitor fails to assume defense in a timely manner, Indemnitee may do so and Indemnitor shall be responsible for all reasonable costs incurred. The indemnity obligations here are conditioned on these procedures.
9.6 Proportionate Liability: Where claims are the result of the joint or concurrent negligence or fault of Client and Granado Tech, each party’s liability (including any indemnity obligation) shall be proportional to its degree of fault. Nothing in this Agreement shall require one party to indemnify the other for the second party’s own negligence or willful misconduct.
9.7 Special Damages Waiver: Both parties waive the right to recover any consequential or special damages from the other, as stated above, and this waiver extends to any consequential damages that might be claimed by the other even under an indemnity theory. For example, if Granado Tech is providing MSP services and a network outage occurs, Granado Tech will not be liable for Client’s lost business or data restoration costs except to the extent covered by an indemnity or insurance and not disclaimed.
9.8 Risk Allocation: The pricing of the Services reflects the allocation of risk and the limitation of liability specified herein. Client acknowledges that were Granado Tech to undertake greater liability or risk, the fees would necessarily be higher. This Section 9 is intended to survive and apply even if any remedy fails of its essential purpose.
10. Compliance, Data, and MSP Specific Provisions
10.1 Regulatory and Legal Compliance: Each party shall comply with all laws and regulations applicable to its performance under this Agreement. Client is responsible for compliance with laws and regulations applicable to Client’s business, facilities, and use of the Services or deliverables. This includes, by way of example, any required permits or licenses for Client’s operations, compliance with data privacy or security laws regarding Client’s data, and industry-specific regulations (e.g. HIPAA for healthcare, CJIS for law enforcement data, PCI-DSS for payment card data, etc.). Unless expressly stated in the scope of work, Granado Tech is not providing legal or regulatory compliance services, and any assistance it provides (such as configuring security settings or advising on best practices) is provided without warranty as to compliance. Client should consult its own advisors for any legal compliance needs. If the Services must meet certain regulatory standards (for instance, installing cameras that comply with specific government criteria, or IT configurations for compliance), Client must clearly communicate those requirements in writing before the scope is finalized. Granado Tech will address such requirements if included in the scope and may rely on Client’s direction or written specification for compliance features. Absent such specific inclusion, Client assumes responsibility for determining the compliance of the results of Services with any laws or rules applicable to Client’s use.
10.2 Data Security and Backups: For any IT or MSP services involving Client data or systems, Client remains the owner of its data. Unless explicitly stated, Granado Tech is not providing general data backup or archiving services. It is Client’s responsibility to maintain regular backups of critical data and to have disaster recovery plans in place. If Granado Tech is engaged to implement or manage backup solutions, the specific data, retention period, and backup schedule will be defined in an SLA or service description. Granado Tech will exercise reasonable care to protect Client’s data that it directly handles, but Client acknowledges that no network or system is completely immune to breaches or failures. Granado Tech disclaims liability for loss or corruption of data or unauthorized access unless directly caused by Granado Tech’s gross negligence. Client must notify Granado Tech of any particular data security requirements (encryption standards, regulatory data handling rules, etc.) prior to service. Granado Tech’s MSP tools may involve installing monitoring software or remote access agents on Client devices. Client authorizes such installations and shall not disable or interfere with them during the service term. Granado Tech agrees to use such access solely for purposes of fulfilling its obligations and troubleshooting, and will not access Client files or information beyond what is necessary.
10.3 Data Privacy: Each party will treat any personal data obtained from the other or from the Services in accordance with applicable privacy laws. If the scope of Services requires Granado Tech to have persistent access to or host personal data (e.g. as an MSP handling employee personal info), the parties will execute any required Data Protection Addendum or Business Associate Agreement. In absence of such, Granado Tech’s role is primarily as a service provider using data only to provide the Services and not for independent purposes. Granado Tech may collect device/network data to analyze performance or security, and such data (excluding Client’s business data) may be used in anonymized form for service improvement. Client is responsible for notifying its employees or users if required by law that a third party (Granado Tech) may have access to their data or communications in the course of support.
10.4 Security Systems and Crime/Injury Disclaimer: If the Services include security systems (e.g. alarm systems, surveillance cameras, access control), Client acknowledges that such systems are intended to deter or record certain activities but cannot guarantee the prevention of crime, unauthorized access, or injury. Granado Tech is not an insurer of the safety of persons or property; the fees charged are for services and not insurance premiums. No security or life-safety system is foolproof, and risks remain even with such systems in place. Granado Tech makes no express or implied guarantee that the security system will in all cases prevent or reduce the consequences of burglary, fire, unlawful entry, or other incidents. Client releases Granado Tech from any claim for loss in those areas. Client is responsible for any required notifications or permits related to security systems (for example, many jurisdictions require an alarm permit or registration with local police, or signage indicating CCTV recording). Unless specifically included, obtaining such permits or providing signage is Client’s duty. Granado Tech will provide basic warning decals or signs if part of the system package, but it is Client’s responsibility to display them as required. Furthermore, Client agrees not to rely solely on electronic security measures, and to maintain appropriate insurance coverage for its premises and operations.
10.5 MSP Service Levels (if applicable): If Client has subscribed to an MSP plan, any Service Level Agreement (SLA) terms (coverage hours, guaranteed response times, and resolution targets) will be documented in the plan or addendum. For example, an SLA may categorize issues by severity and set target response times (e.g. critical issues responded to within 1 hour). Such SLA terms, if provided, are incorporated by reference. Granado Tech will use commercially reasonable efforts to meet or exceed the SLA targets, and any remedies for SLA breaches (such as service credits) will be as specified in the SLA. If no separate SLA is defined, Granado Tech will provide MSP services on a best-effort basis during normal business hours, with after-hours support available for critical emergencies. Granado Tech’s standard helpdesk coverage for MSP clients is typically during business hours stated in the service description (for example, 7:00am–5:00pm CT on weekdays). Outside those hours, calls may be answered by on-call staff or queued for next business day depending on the plan.
10.6 Client Systems and Compliance: For MSP, the Client shall maintain any required software licenses, warranties, or support contracts for its own systems unless the MSP agreement expressly covers licensing. Granado Tech is not responsible for obtaining software licenses for Client (such as Microsoft licensing) except as specifically included. Client also must ensure that its systems meet minimum requirements for the MSP tools (Granado Tech will advise as needed). If during onboarding Granado Tech finds that Client’s environment has outdated or unsupported hardware/software that poses high risk, Granado Tech will inform Client and may require remediation (upgrade or isolation of such assets) as a condition of ongoing support. Granado Tech may include language in the MSP agreement to minimize problems with outdated systems (e.g. requiring up-to-date OS and patching). If Client refuses recommended upgrades, Granado Tech may exclude those items from the scope of services or limit liability for failures related to them.
10.7 Password Management and Access: During the course of providing IT/MSP services, Granado Tech may be given or may generate administrative credentials (usernames/passwords, encryption keys, etc.) for Client’s systems. Granado Tech will secure these credentials in a password vault or similarly secure system. Client can request access to or an export of non-personal credentials at any time, and especially upon termination (see Section 19.6 for MSP offboarding). Granado Tech shall not withhold administrative passwords for systems that rightfully belong to Client, provided Client’s account is paid up. However, Granado Tech may use a shared administrator model where certain accounts remain under Granado Tech’s control until service termination. Upon termination and full payment of any amounts due, Granado Tech will furnish to Client the current passwords for all such systems or transfer control in a secure manner. Client is responsible for subsequently changing passwords if desired. For security, Client agrees that only authorized Granado Tech personnel will be given administrative access to critical systems while this agreement is in effect, and Client will not share those credentials with unauthorized persons. Granado Tech is not liable for any unauthorized access or changes if Client breaches this requirement.
10.8 MSP Offboarding and Transition: If MSP services are terminated (whether at end of term or early), Granado Tech will provide reasonable offboarding assistance to facilitate a smooth transition. This may include exporting configuration files, providing documentation of the environment (network diagrams, lists of devices, etc. as reasonably available), and de-installing any Granado Tech-owned equipment or software agents. Granado Tech will offer up to a certain number of hours (for example, 4 hours) of offboarding support at no additional charge, and additional transition support can be provided on a time-and-material basis. All offboarding cooperation is conditioned on Client having paid all fees due. Granado Tech is entitled to withhold delivery of documentation or credentials as leverage only until payment issues are resolved, not to exceed what is lawful (this is akin to a mechanic’s lien on data until paid). After termination, Granado Tech may remove any RMM (Remote Monitoring and Management) tools, and any data collected by those tools will be deleted or rendered inaccessible, except that Granado Tech may retain an archival copy of configurations or logs for its protection or compliance purposes. Client should ensure they have backup of any logs or reports needed before termination.
10.9 Legal Compliance by Personnel: If a project involves classified information or secure facilities (e.g. government sites requiring clearance, or a data center requiring background-checked technicians), Client must inform Granado Tech in advance and make any necessary arrangements (such as sponsoring clearances or providing escorts) under Section 18 (Client Responsibilities). Granado Tech employees are expected to adhere to all on-site rules, but Client is responsible for ensuring that any special legal conditions (like ITAR export controls, HIPAA training for on-site, etc.) are communicated and that its environment is compliant. Unless specifically agreed, Granado Tech is not acting as the official “Compliance Officer” for Client. Any compliance services (like assisting with HIPAA policies or PCI scans) would be separate consulting engagements.
10.10 Third-Party Service Platforms: In providing MSP or IT services, Granado Tech may utilize third-party platforms or cloud services (for example, a cloud backup service, a monitoring platform, a cybersecurity operations center, etc.). Granado Tech will use reputable providers and will manage the relationship with those providers on Client’s behalf as needed. However, those third-party services may have their own terms and limitations. Granado Tech will flow down any relevant terms to Client if required (for instance, end-user license agreements for software). Client agrees to abide by any such third-party terms of which Client is given notice and which are necessary for use of the Services (such as not misusing software licenses). Granado Tech is not responsible for the uptime or failures of independent third-party services or utilities (e.g. cloud data center outages, telecommunications lines, SaaS platform downtime), and any service credits obtained from those providers for an incident will be passed through to Client as applicable. If a third-party provider discontinues or materially alters a service that is part of Granado Tech’s offering, Granado Tech will endeavor to find a replacement and will discuss any changes with Client, possibly via a change order or service plan update.
10.11 Open Source and Custom Software: If in the course of providing services Granado Tech delivers any scripts, software or configurations, Client is granted a non-exclusive license to use those for its internal business purposes. Granado Tech may use open-source components, which remain subject to their open-source licenses. Granado Tech does not convey any ownership of its pre-existing intellectual property or tools; for example, any monitoring templates, deployment scripts, or know-how remain Granado Tech’s property (or its licensors’), though Client can use any installed instances as needed for their operations. Each party retains all rights to its own confidential information and intellectual property (see Section 14 on IP and Confidentiality).
11. Construction-Specific Terms (Permits, Testing, Site Conditions)
11.1 Permits and Approvals: Unless expressly agreed, Client (or the property owner, if not Client) is responsible for obtaining any permits, inspections, or approvals from authorities having jurisdiction that are required for the work. Granado Tech, as a contractor, can assist in this process or pull permits if within its licensing capacity, but only if specified in the scope (permit fees and filing labor would then be charged to Client). Low-voltage work often requires an electrical or communications permit; the need for such permits should be determined before project start. If Client asks Granado Tech to obtain required permits, Client shall provide any necessary authorizations (e.g. owner’s signature on permit application) and reimburse all permit fees and related costs. Permit costs can vary and are often unknown at the time of estimate; any quoted permit fee is an estimate only, and Client is responsible to pay the actual cost incurred. Permits typically require lead time – for example, a low-voltage cabling permit might need a two-week lead time from the date of signed proposal and deposit. Client agrees to schedule and plan accordingly. If an expedited permit is requested, additional expediting fees will apply. Granado Tech is not liable for delays due to permitting beyond its control (see Section 7.6 Force Majeure). Client is also responsible for any zoning approvals, landlord consents, or other non-permit permissions that are needed; Granado Tech will not commence work until Client represents that all necessary permissions are secured.
11.2 Code Compliance and Inspection: Granado Tech will perform the work in compliance with applicable building codes and regulations, to the best of its knowledge. If an inspector requires changes or corrections to the work to issue approval or a certificate of occupancy, Granado Tech will make the necessary corrections if the work in question was within its scope, at no cost to Client (unless the inspector’s requirement exceeds code or contract requirements, in which case it may be a change order). If the inspector requires changes due to design decisions or scope that were Client’s choice (e.g. a device placed contrary to code), that will be handled as a change order. Client (or owner) should arrange for timely inspections when required. If an inspection is scheduled and Granado Tech is requested to attend or assist, any extra time beyond the normal scope (such as repeated inspections for reasons not caused by Granado Tech) may be billed.
11.3 Site Conditions and Access (Construction): Client shall ensure the site conditions are suitable for the work. This includes that any required construction power, lighting, or climate control is available, the site is dry and safe, and any prior work by others that Granado Tech’s work depends on (e.g. framing for running wires, or drywall openings) is completed per schedule. If Granado Tech must work in an area alongside other trades, Client (or general contractor) will coordinate scheduling to avoid conflict. Granado Tech is not responsible for damage to its work by others; once Granado Tech’s portion is installed, others must not disturb it. Any rework due to others’ interference will be extra. If Granado Tech encounters any hazardous materials (like asbestos in old cabling areas), unknown utilities, or structural issues, it will cease work in that area and notify Client. Resolution of such issues (abatement, rerouting cables, etc.) may require a change order.
11.4 Testing and Commissioning: Granado Tech will test installed systems for proper operation. For cabling, this may include cable certification tests; for devices, powering on and basic functional tests; for IT systems, verification of connectivity. Any specific testing requirements (such as third-party cable certification, or performance benchmarks) should be stated in the scope. If required, Granado Tech will participate in a final commissioning or owner witness test. Test results can be provided to Client upon request. If any part of the system fails testing, Granado Tech will troubleshoot and correct if within scope or warranty. If it’s due to faulty new equipment, that will be handled under warranty (Section 8.2) with manufacturer replacement. If due to existing infrastructure (like a bad existing patch panel port), Granado Tech will advise Client for remedy (which may be extra).
11.5 Cleanup and Disposal: Granado Tech will remove its installation debris and packaging and leave the immediate work area “broom clean.” This does not include professional cleaning or removal of debris not caused by Granado Tech. If the project requires hauling away old equipment or cabling, the scope should specify that; otherwise, removal of existing materials will either remain on site for Client’s disposal or be an added service. Granado Tech will comply with any on-site rules for waste sorting or disposal if informed. If specialized disposal (e.g. recycling of electronics, hazardous waste) is required, any fees for that will be charged to Client.
11.6 Pre-existing Conditions: Granado Tech is not responsible for existing code violations or existing equipment malfunctions. If connecting new work to old infrastructure, Granado Tech’s responsibility is limited to ensuring its new work is correctly installed; it does not assume liability for the performance or capacity of Client’s existing systems. For example, if tying into an older fire alarm or network system, any issues that arise from deficiencies in the existing system are outside Granado Tech’s scope. Granado Tech can assist in troubleshooting such issues at Client’s request, as an additional service.
11.7 Concealed Work and Restoration: The Services may involve running cables or mounting devices which could require accessing concealed spaces (above ceilings, inside walls). Granado Tech will make reasonable efforts to minimize damage to finished surfaces; however, some minor cutting or drilling might be needed. Granado Tech will notify Client of any planned penetrations. Unless otherwise agreed, surface patching and painting of any holes or conduit runs is not included. Granado Tech will cover or seal openings it makes as necessary for safety, but cosmetic restoration (e.g. plaster/paint or ceiling tile replacement) is by Client or can be provided for an extra charge. If low-voltage surface molding is used instead of in-wall cabling due to inaccessible areas, any additional cost for materials is chargeable and Granado Tech is not responsible for aesthetic differences.
11.8 Retainage (Construction Payments): If the project is part of a construction contract where the owner or general contractor customarily withholds retainage (a portion of each payment, e.g. 10%), Client must inform Granado Tech before contract signing. By default, Granado Tech does not agree to any retainage unless mandated by law or expressly agreed in the contract. If retainage is agreed, it shall not exceed ten percent (10%) of the contract price and shall be released promptly upon substantial completion of Granado Tech’s scope or as otherwise negotiated. Retainage, if any, is only for punch list completion security and shall not be used as a general holdback for unrelated claims. If Client improperly withholds amounts beyond agreed retainage, such amounts will be considered past due and subject to interest per Section 3.4.
11.9 Substantial Completion and Punch List: When Granado Tech’s work is substantially complete (meaning installed and operational, except for minor punch list items or tweaks), Client shall not unreasonably delay acceptance. A joint walkthrough can be done to identify any punch list items – minor defects or omissions that do not impede the main functionality. Granado Tech will promptly address punch list items within a reasonable time. If any punch list items remain, Client may withhold only a reasonable value sufficient to cover their completion (often covered by retainage or a small agreed sum), but shall release all other payments due. The presence of a punch list is not grounds to delay project acceptance or withhold disproportionate sums. Once punch list items are completed, Client shall promptly issue final acceptance and any final payment will be due.
11.10 Coordination and Conditions: Client (or its general contractor) will provide Granado Tech with the project schedule and any updates. Granado Tech shall be given adequate notice of when its work can proceed (e.g. after drywall is up but before painting, etc.). If Granado Tech incurs downtime or extra visits because the site was not ready as scheduled, that time may be charged (see Section 7). If Granado Tech is the general contractor, it will itself coordinate schedules of trades and keep Client informed. Client is responsible for ensuring that any information it provides (plans, drawings, IT requirements) are accurate and complete; Granado Tech can rely on those.
11.11 Re-testing and Re-inspection: If any portion of the work does not pass an authority’s inspection or a required test, and the cause is Granado Tech’s failure, Granado Tech will correct and bear the cost of the first re-inspection. If additional inspections are needed due to circumstances not caused by Granado Tech, the cost (including any re-inspection fees by authorities) will be Client’s responsibility.
12. Insurance and Risk Allocation
12.1 Granado Tech Insurance: Granado Tech will maintain appropriate insurance coverage for its operations, including: (a) Commercial General Liability insurance with a coverage limit not less than $1,000,000 per occurrence (covering bodily injury and property damage from its work); (b) Workers’ Compensation insurance as required by Texas law for its employees, and Employer’s Liability insurance; (c) Commercial Auto Liability for its vehicles; and (d) if applicable, Professional Liability (Errors & Omissions) insurance for IT services (which covers negligence in professional services) and/or Cyber Liability insurance if dealing with sensitive data. Upon request, Granado Tech can provide a certificate of insurance naming Client or owner as a certificate holder. If the project requires any specific endorsements or higher limits (for example, if a contract with an owner requires being named as additional insured), that must be mutually agreed and may result in additional cost if special insurance has to be purchased.
12.2 Client Insurance: Client agrees to maintain insurance coverage on its own property and operations, including general liability insurance and property insurance covering any equipment or materials provided by Granado Tech once delivered to Client’s site. Client’s property insurance should be “all risk” including theft and fire, and if Granado Tech’s materials are stored on site (or installed but not yet paid for), they should be covered. If any Granado Tech equipment is brought on site (like tools or rental equipment), Client’s insurance is not expected to cover those – Granado Tech covers its tools – but Client should not move or use Granado Tech’s equipment. For any on-site work, Client should carry adequate liability insurance to cover injuries or damages that are not caused by Granado Tech (for instance, if an unrelated incident on site injures Granado Tech’s employee, Client’s premises liability might apply in absence of negligence by Granado Tech).
12.3 Risk of Loss – Materials: The risk of loss or damage to materials and equipment shifts to Client at the moment they are delivered to Client’s premises (or control) unless such loss is caused by Granado Tech’s actions. If materials are delivered to site but not yet installed, Client is responsible for securing them in a locked or safe area. Client will be liable for any theft, vandalism, or damage to delivered products after delivery or storage on site. Granado Tech can assist in secure storage if agreed (e.g. storing expensive equipment off-site until needed). If any loss occurs to stored materials on Client’s site, Client shall reimburse Granado Tech for the cost of replacement (to the extent not covered by insurance). Granado Tech retains title to all materials until paid in full (per the security interest clause in Section 3.5 and 20).
12.4 Indemnity and Insurance Interaction: The indemnification obligations in Section 9 are intended to work in tandem with insurance coverage. Each party agrees that its indemnity obligations may be backed by its insurance. For example, if a Granado Tech employee is injured on Client’s site due to Client’s negligence, Client’s indemnity to Granado Tech for third-party claims would be supported by Client’s liability insurance. Conversely, any damage Granado Tech causes to Client’s property should be covered by Granado Tech’s general liability. Neither party shall seek subrogation against the other for claims covered by their own insurance; each party waives subrogation against the other to the extent of insurance cover. Both parties will ensure their insurance policies permit this waiver of subrogation.
12.5 Additional Insured (if applicable): If required in writing, Granado Tech will name Client and project owner as additional insureds on its general liability policy for claims arising from Granado Tech’s work. Such additional insured status will be provided via ISO standard endorsements and will be limited to the period of work. This does not make Client responsible for premium or give Client rights beyond defense and indemnity coverage from the insurer. Similarly, if Granado Tech is contracting to a general contractor, it will comply with any flow-down insurance requirements given prior to agreement.
12.6 Bonds: Unless specifically required and agreed in the contract, Granado Tech is not providing any payment or performance bond. If a bond is required (e.g. for certain public jobs or large construction projects), the cost of the bond premium will be added to the contract price or billed separately. Any bonding requirements must be communicated before acceptance of the proposal.
12.7 Waiver of Certain Claims: Client and Granado Tech each waive against the other any claim for damages covered by their respective insurance, including property damage to one’s property, to the extent of the insurance proceeds received. For example, if a small fire caused by Granado Tech’s work damages Client’s property and Client’s insurance covers it, Client will pursue insurance and not subrogate against Granado Tech beyond what insurance pays (unless due to gross negligence or willful misconduct). This mutual waiver is intended to expedite claims and align with insured risks.
12.8 No Third-Party Beneficiaries of Insurance: The insurance is to protect the parties and not intended to give rights to any third party, except as otherwise agreed (like naming an additional insured). For instance, a subcontractor of Granado Tech cannot claim coverage under Client’s policies just because they’re working on Client’s premises, unless specifically arranged.
13. Subcontractors and Third-Party Platforms
13.1 Use of Subcontractors: Granado Tech reserves the right to utilize qualified subcontractors or independent contractors to perform portions of the Services, provided that Granado Tech remains responsible for the delivery of the Services as per this Agreement. For example, Granado Tech might subcontract specialized tasks such as electrical wiring (requiring a licensed electrician), high-altitude cable pulls, or regional on-site support for MSP clients outside our immediate area. Granado Tech will vet subcontractors for competence and insure that any used carry appropriate insurance and agree to confidentiality similar to Section 14. All references to “Granado Tech” in this Agreement shall be deemed to include its authorized subcontractors when performing work on our behalf. The use of subcontractors will not result in additional cost to Client beyond the agreed price, except as part of a change order or if specifically agreed. Granado Tech will supervise and coordinate any subcontractor’s work and will be the sole point of contact for Client regarding the Services. In legal terms, subcontractors shall be considered as part of Granado Tech’s team, and Granado Tech shall be liable for their work as if performed by Granado Tech directly (subject to the limitations herein).
13.2 Client’s Subcontractors or Other Trades: If Granado Tech is working alongside other contractors hired by Client (for example, a general contractor’s trades on a construction site or another IT vendor on a large IT project), Granado Tech is not responsible for their work or breaches. Client shall ensure that such third parties cooperate and do not impede Granado Tech’s performance. Any delays or rework caused by others may result in additional charges as per Section 7 and 6.
13.3 Third-Party Software/Platform Terms: Certain Services may involve third-party software, cloud services, or platforms (for example, use of a remote monitoring software, antivirus platform, or cloud hosting). Client’s use of such third-party offerings as part of the Services is subject to that third party’s license or terms of service. Granado Tech will inform Client of any material license terms or require click-through acceptance if needed. By allowing installation or use of third-party software provided by Granado Tech, Client agrees to comply with the end-user terms for that software. Granado Tech makes no independent warranty on third-party software or services, other than to pass through any warranties or benefits received from the third party. If a third-party provider requires removal or discontinuation of its software (for example, due to an infringement claim or end-of-life), Granado Tech will replace it with a comparable product or discuss alternatives with Client.
13.4 Reliance on Third-Party Providers: Granado Tech shall not be liable for failures or breaches attributable solely to third-party service providers or platforms that Granado Tech does not control (e.g. internet service outages, cloud data center breaches, manufacturer firmware bugs). Granado Tech will, however, use reasonable efforts to mitigate any impacts on Client and to seek remedies from those providers on Client’s behalf. For instance, if a cloud backup provider fails to perform, Granado Tech will liaise to retrieve data or apply for any credits. Any compensation obtained from such third parties (like service credits) will be passed to Client as applicable.
13.5 Independent Contractor Relationship: Granado Tech’s relationship to Client is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between Granado Tech (or its personnel) and Client. Neither party has the authority to bind the other to any contract or obligation except as explicitly set forth herein. Granado Tech may perform services for other clients, including possibly competitors of Client, provided that no confidential information of Client is used or disclosed (see Section 14). Granado Tech’s personnel are not employees or agents of Client, and Client is not responsible for any employment-related obligations of Granado Tech (such as wages, benefits, or taxes). Granado Tech will be responsible for all compensation and insurance of its personnel and subcontractors.
13.6 Third-Party Beneficiaries: No person or entity who is not a named party to this Agreement shall be considered a third-party beneficiary of any term, except that subcontractors and affiliates of Granado Tech may invoke the protections of liability limitations and indemnities to the same extent as Granado Tech (as if they were a party), and any additional insureds may benefit from insurance provisions. The intent is that this contract is solely between Granado Tech and Client.
13.7 Use of Third-Party Platforms (Credentials and Data): If Granado Tech uses a multi-tenant platform to service Client (such as an RMM tool, ticketing system, or cloud dashboard), any data of Client stored therein will be treated as confidential and accessible by Granado Tech and the platform provider. Granado Tech will manage access controls and expects the platform provider to maintain industry-standard security. Client should be aware that some MSP tools have remote control capabilities; Granado Tech will restrict use of those to authorized support sessions or automated maintenance.
13.8 Transition of Third-Party Services on Termination: Upon termination or expiration of Services, any third-party services that were provided under Granado Tech’s account (like Office 365 licenses, cloud subscriptions) may be transferred to Client or terminated as per the third party’s policies. Granado Tech will reasonably assist if Client wishes to assume direct billing/ownership of such services where possible (e.g. transferring domain registrations or cloud accounts). Any transfer fees or outstanding third-party charges will be paid by Client. If a platform cannot be transferred, Client may need to establish a new account and Granado Tech will help migrate data if within scope.
14. Confidentiality and Intellectual Property
14.1 Confidential Information: During the course of this relationship, either party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain non-public information that is confidential or proprietary, including but not limited to business plans, pricing, customer data, network credentials, product designs, trade secrets, or personal data (“Confidential Information”). Confidential Information includes the terms of this Agreement and any technical or business information provided for the purposes of performing Services. Information is not confidential if it (a) is or becomes generally known to the public through no breach by Receiving Party, (b) was rightfully in Receiving Party’s possession without obligation of confidentiality prior to disclosure, (c) is received from a third party who did not violate a duty by disclosing it, or (d) is independently developed by the Receiving Party without use of Disclosing Party’s information.
14.2 Protection of Confidential Information: The Receiving Party agrees to use the same degree of care to protect Disclosing Party’s Confidential Information as it uses to protect its own similar sensitive information, but in no event less than a commercially reasonable standard of care. The Receiving Party shall not use Confidential Information for any purpose outside the scope of this Agreement, and shall not disclose it to any third party except to its employees or subcontractors who have a need to know for performing this Agreement and who are bound by confidentiality obligations at least as strict. Each party shall be responsible for any breach of confidentiality by its representatives.
14.3 Compelled Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall give prompt notice (to the extent legally allowed) to the Disclosing Party to enable seeking a protective order or other remedy. The Receiving Party shall disclose only that portion of information legally required and will use reasonable efforts to obtain confidential treatment for any disclosed information.
14.4 Duration of Confidentiality: These confidentiality obligations commence upon first disclosure and survive the termination of this Agreement for a period of at least two (2) years thereafter. For any trade secrets, personal data, or highly sensitive information, the obligations survive for as long as allowed by applicable law.
14.5 Return/Destruction: Upon Disclosing Party’s request at any time, the Receiving Party shall return or securely destroy all tangible materials embodying Confidential Information of the Disclosing Party and purge any electronically stored copies (except for copies in system backups which are not readily accessible). However, the Receiving Party may retain one archival copy for record-keeping or to comply with legal/regulatory retention requirements, subject to continued confidentiality obligations.
14.6 Intellectual Property Rights: Each party retains all rights in and to its pre-existing Intellectual Property (IP). No rights or licenses are granted by either party except as expressly stated. Granado Tech retains ownership of any of its proprietary methods, templates, software, tools, or know-how used or developed in performing the Services. If Granado Tech provides deliverables such as software scripts, documentation, network diagrams, or reports specifically for Client, Granado Tech grants Client a non-exclusive, fully paid license to use, copy, and modify those deliverables for its internal business purposes. Granado Tech reserves the right to reuse any generalized knowledge, skills, experience, or know-how (including ideas, concepts, processes, and techniques) gained during the performance of Services, so long as it does not use Client’s Confidential Information or infringe on Client’s IP rights. Similarly, any generic or anonymized information derived from providing services (e.g. metrics, best practices) may be used by Granado Tech for improvement or other clients.
14.7 Client Materials: If Client provides any materials to Granado Tech (logos, software, documentation) for use in the project, Client warrants it has the rights to use and permit Granado Tech to use those materials. Any Client-furnished materials remain the property of Client. Granado Tech will use them solely for the benefit of Client and as needed for the Services, and will return or destroy them upon request (except as needed for routine backup or record of work performed).
14.8 Publicity and Marketing: Granado Tech may wish to list Client as a client and describe in general terms the nature of the Services performed (e.g. “Granado Tech provided network infrastructure for [Client]”). Unless prohibited in writing by Client, Client grants Granado Tech a limited right to use Client’s name and logo in Granado Tech’s marketing materials or website, solely to identify Client as a customer. Any detailed case study or press release would be subject to Client’s prior approval. Granado Tech will not disclose any Confidential Information in any publicity. If Client prefers not to be listed or for its logo not to be used, it can notify Granado Tech at any time to be removed from marketing materials.
14.9 Non-Solicitation of Employees: Client acknowledges that Granado Tech has invested substantial effort in training its employees and contractors. Accordingly, during the term of this Agreement and for a period of two (2) years after its termination, Client agrees not to solicit for employment or contract (other than through Granado Tech) any person who was involved in performing the Services as an employee or key subcontractor of Granado Tech, without Granado Tech’s prior written consent. General job postings not targeted at Granado Tech personnel are not a breach. If Client hires or contracts with such Granado Tech personnel without consent within the restricted period, Client agrees that Granado Tech shall be entitled to receive as liquidated damages an amount equal to that employee’s annual salary or one-half of total compensation to be paid by Client in the first year, or a fixed fee (for example, $50,000) as a reasonable estimate of the costs to Granado Tech. The parties agree this is a genuine pre-estimate of damage and not a penalty, given the disruption and recruitment costs Granado Tech would incur. This provision does not apply if the individual responds to an unrelated public job posting by Client without any direct solicitation.
14.10 Work Product and License: If the Services include development of custom software, content, or other unique intellectual property specifically commissioned by Client and paid for, the ownership of such deliverables will be as specified in the Order Document. Typically, Granado Tech retains ownership of underlying tools and grants Client a license to use the deliverable. If full assignment of IP is required by Client, that must be agreed and may involve additional fees (to reflect transfer of rights). In the absence of an explicit agreement transferring IP, Client is granted a perpetual, internal-use license to any deliverables, but Granado Tech may retain ownership and the right to re-use any non-client-specific elements.
14.11 Feedback: Any suggestions, feedback or ideas provided by Client to Granado Tech regarding improvements or new features to Granado Tech’s services or products may be freely used and incorporated by Granado Tech. Client grants Granado Tech a worldwide, irrevocable, royalty-free license to use and incorporate any feedback without restriction, provided no Client Confidential Information is included.
15. Dispute Resolution
15.1 Good Faith Negotiation: The parties shall endeavor to resolve any controversy, claim, or dispute arising out of or relating to this Agreement or the breach thereof (a “Dispute”) through good faith negotiations between senior management. If a Dispute arises, either party may give written notice to the other describing the issue. Within ten (10) business days of such notice, the parties’ designated representatives shall meet (in person or via teleconference) and attempt to resolve the Dispute amicably. If the representatives cannot resolve the matter within a reasonable time (not to exceed 30 days from the initial notice of dispute, unless extended by mutual agreement), then the Dispute will proceed as set forth below.
15.2 Mediation (Optional but Encouraged): If direct negotiations do not resolve the Dispute, the parties may (and if one party requests, the other shall in good faith consider) submit the matter to non-binding mediation. The mediation will be conducted by a neutral mediator jointly selected, or if the parties cannot agree, through the American Arbitration Association (“AAA”) or another agreed service. The mediation session shall occur within 30 days of mediator appointment. Costs of mediation (mediator fees) will be split equally between the parties, and each party will bear its own attorney fees for mediation. All communications and offers during mediation are confidential and inadmissible in any later proceeding except as allowed by law.
15.3 Binding Arbitration: Any Dispute not resolved by negotiation or mediation shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (including, if applicable, the Procedures for Large, Complex Commercial Disputes) then in effect, except as modified herein. The arbitration will be conducted by a single arbitrator (or a panel of three arbitrators if agreed or required by AAA rules based on claim amount) with experience in commercial contracts of this nature. The arbitration shall take place in Bexar County, Texas, unless the parties agree to a different location. The arbitrator(s) shall apply the substantive law of Texas (without regard to conflict of law principles) and may award any relief that a court of law could, consistent with the limitations of this Agreement. The award shall be in writing and provide the reasons for the decision. Judgment on the arbitration award may be entered in any court having jurisdiction.
15.4 Exceptions – Collections and Equitable Relief: Notwithstanding the above, the parties agree that: (a) Granado Tech may bring a suit in state or federal court in Texas to collect undisputed amounts owed by Client (or to enforce mechanics lien or payment bond rights) without first resorting to arbitration, and such action shall not waive the right to arbitrate other issues; (b) either party may seek temporary equitable relief (such as an injunction to protect intellectual property or confidentiality) from a court of competent jurisdiction at any time, since a breach of confidentiality or IP obligations may cause irreparable harm not fully compensable by money damages. Once such immediate relief is secured, the underlying dispute can be submitted to arbitration for full resolution if time permits. Essentially, arbitration is the exclusive remedy for all Disputes except straightforward collection of debts and immediate injunctive relief.
15.5 Recovery of Costs: The arbitrator may, in their discretion, award the prevailing party its reasonable attorneys’ fees and costs, including the costs of the arbitration. In the absence of such an award, each party shall bear its own attorneys’ fees and share equally the fees of the arbitrator and AAA. For clarity, if the dispute is about a fee collection and Granado Tech prevails, Granado Tech may be awarded attorney fees and collection costs as part of that process (and similarly for Client if it prevails on a significant claim).
15.6 Waiver of Jury Trial: By agreeing to arbitration, both parties waive their right to a trial by jury for any Dispute. The parties also agree not to pursue or participate in any class action (to the extent permitted by law) or to consolidate their claims with those of any other person, with respect to any Dispute arising under this Agreement.
15.7 Confidentiality of Dispute Resolution: All negotiations, mediations, and arbitration proceedings (including testimony, documents, and awards) shall be kept confidential by the parties, except to the extent necessary to enforce an award or as required by law.
15.8 Continued Performance: During the dispute resolution process, both parties shall continue to perform their undisputed obligations under this Agreement to the extent practicable. However, if the dispute involves an alleged non-payment, Granado Tech is not obligated to continue performing services without payment for long-delivered work (subject to any applicable cure periods).
15.9 Time Limit: Any claim or cause of action arising out of this Agreement must be brought within two (2) years of when the party knew or should reasonably have known of the basis of the claim. This limitation does not apply to collection of debt (which is subject to statutes of limitation) or to enforcement of judgments or arbitration awards.
15.10 Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. For any court proceedings permitted or required by this Section (such as confirming an arbitration award, seeking injunctive relief, or debt collection actions), the parties agree to the exclusive jurisdiction of the state and federal courts located in Bexar County, Texas. The parties waive any objections to such venue including on grounds of forum non conveniens.
16. Notices, Assignment, and Survival
16.1 Notices: Any formal notices or communications required or permitted by this Agreement (excluding routine operational communications, which may be by email) shall be in writing and shall be deemed given: (a) if delivered by hand or via reputable courier, upon delivery; (b) if sent by certified mail (return receipt requested) to the address of the party as specified in the signature block (or such other address as a party designates in writing), on the third business day after mailing; or (c) if sent by email with confirmation of receipt (or followed by another method), on the date of confirmation. Notices to Granado Tech shall be sent to its main business address (or registered agent address) and marked to the attention of the CEO or Contract Administrator. Notices to Client shall be sent to the address on the Order or the main business address, Attn: Project Manager or an officer. Either party may change its notice address by written notice to the other. Emailed notices are acceptable for most purposes, but not for notices of default, termination, indemnification claims, or other critical legal notices unless confirmed as received by the recipient. If email is used for such critical notice, a copy should also be sent by mail or courier. For clarity, day-to-day service communications (scheduling, technical support requests) can be via email or ticket system and need not meet these formal notice requirements.
16.2 Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder to any third party without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, without consent, Granado Tech may assign this Agreement in its entirety (including all Orders), upon notice to Client, (i) to a successor in interest in the event of a merger, acquisition or sale of all or substantially all of Granado Tech’s assets or equity, or (ii) to any affiliate or entity that is a successor to the portion of Granado Tech’s business that performs this Agreement. Likewise, Client may assign this Agreement to a successor entity that acquires its business relevant to this Agreement, provided that the assignee agrees in writing to be bound by these Terms and Client gives prompt notice to Granado Tech. In the event of any permitted assignment, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this provision is void and constitutes a material breach. Granado Tech may also subcontract performance as permitted in Section 13 but that is not considered an “assignment” of the Agreement.
16.3 Change of Control: If Client undergoes a change of control or majority ownership (such as being acquired by or merging with another company), Client shall notify Granado Tech within a reasonable time. Granado Tech reserves the right to review the new entity’s creditworthiness or risk profile. In the rare case the new entity is a direct competitor of Granado Tech or would materially increase the scope beyond what was contemplated, Granado Tech and Client will negotiate in good faith any necessary adjustments or may mutually agree to terminate the Agreement without penalty (with Client paying for work performed to date).
16.4 Survival: Survival of Terms: The completion, expiration, or termination of this Agreement (or any Order) shall not relieve the parties of obligations that by their nature or express terms should survive. Without limitation, the provisions concerning payments (for amounts owed), confidentiality (Section 14), warranties and liability limits (Sections 8 and 9), indemnity (Section 9), dispute resolution (Section 15), governing law/venue, intellectual property rights, and other miscellaneous provisions that are stated to or by nature should survive, will remain in effect until fulfilled. Any licenses granted to Client are perpetual subject to the terms of this Agreement (unless the Agreement was terminated for non-payment or other cause, in which some licenses might cease). The termination of an individual Order does not terminate the entire Agreement unless expressly stated; and in any event, rights and duties accrued prior to termination remain enforceable.
16.5 Severability: If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be severed or reformed to the minimum extent necessary, and the remainder of the Agreement will remain in full force. The parties will negotiate in good faith a lawful substitute provision that as closely as possible reflects the original intent.
16.6 Waiver: No waiver of any term or breach of this Agreement shall be effective unless in writing and signed by the party granting the waiver. No waiver of any breach shall be deemed to be a waiver of any other or subsequent breach. The failure of either party to enforce any right or provision is not a waiver of the future enforcement of that right or provision.
16.7 Headings and Interpretation: Section headings and titles used in this Agreement are for convenience only and shall not affect the interpretation. “Including” means “including without limitation.” Any ambiguities shall not be construed against the drafter solely by virtue of authorship. Both parties had opportunity to review and modify terms, therefore no presumption against the drafter shall apply. References to days are calendar days unless business days are specified.
16.8 Relationship to Other Agreements: If Client and Granado Tech have also executed a Master Services Agreement (MSA) or a more specific contract covering the Services, and these Terms are incorporated by reference, then these Terms act as an exhibit or general terms. In case of a direct conflict between an MSA and these Terms, typically the signed MSA will take precedence. In case of conflict between these Terms and an Order Document with special terms, the special terms in the Order prevail for that Order. These Terms and any attachments or addenda constitute the entire integrated agreement as stated in Section 17.
16.9 No Legal Advice or Fiduciary Duty: Granado Tech is not engaged in rendering legal, accounting, or professional advice other than the technical services defined. Client should seek its own counsel for any legal or compliance interpretations. The relationship is commercial; nothing herein creates any fiduciary duty owed by either party.
17. Entire Agreement and Order of Precedence
17.1 Entire Agreement: This Terms and Conditions document, along with any fully-executed Master Service Agreement, Order Forms, Statements of Work, schedules, addenda, and any other documents expressly incorporated by reference, constitutes the entire agreement between Granado Tech and Client with respect to its subject matter. It supersedes all prior or contemporaneous understandings, negotiations, representations, or agreements, whether written or oral, relating to the same subject. Each party acknowledges that in entering this Agreement, it is not relying on any representation, warranty, or promise not expressly stated herein.
17.2 Amendments: Any amendment or modification to this Agreement must be in writing and signed (or expressly agreed electronically) by authorized representatives of both parties. Emails or support ticket notes are not sufficient to amend core contract terms, except for the purpose of change orders or minor agreed modifications in scope as per Section 6. However, Granado Tech may update these standard Terms for future engagements or renewals; any such update will not affect a running project or term without Client’s consent. If this document is version 1.5, future versions will be indicated by version number and date. If Client signs or accepts a later version for a new project, that will supersede this for that project.
17.3 Precedence: In the event of any direct conflict or inconsistency between the components of the Agreement, the following order of precedence shall apply (unless a specific document states otherwise): (a) A mutually signed Master Service Agreement or Main Contract (if one exists between the parties specific to these services); (b) any negotiated Addendum or Amendment that explicitly overrides terms (with latest date taking precedence); (c) these Terms and Conditions (Version 1.5); (d) the specific Order Document(s) (Proposal, SOW, etc.) including any special terms in that document; and (e) any ancillary documents such as service policies or attachments. Explanation: The intent is that negotiated or project-specific terms override the standard terms only to the extent of conflict, but the documents should be read as consistent if possible. For example, if an SOW says “Payment term 60 days” it overrides the Net 30 in Section 3 for that SOW. But if the SOW is silent on something, these Terms apply. If a Master Agreement exists with different dispute resolution, that Master Agreement’s clause would control over Section 15, etc..
17.4 No Preprinted Terms: Any preprinted or standard terms on Client’s purchase orders, work orders, confirmations or other business forms shall be of no effect and are hereby rejected, except for details specifying the items or quantities ordered. The terms of this Agreement govern all orders and work notwithstanding any different or additional terms in those documents, unless Granado Tech expressly agrees to them in writing.
17.5 Execution in Counterparts / Electronic Acceptance: This Agreement (or any Order hereunder) may be executed in counterparts (including PDF copies or electronic signatures) which together will form one binding agreement. A clickwrap or electronic acceptance is valid and binding if the person accepting has apparent authority (see Section 2). The parties agree that signed or electronically accepted copies of this Agreement shall be treated as originals for all purposes.
17.6 Order of Enforcement: If multiple documents or agreements govern related aspects of the relationship (for instance a Non-Disclosure Agreement signed earlier, or a software EULA for specific software), the parties should interpret them consistently. In case of conflict, precedence is as stated above; otherwise, all agreements will be enforced to the extent possible. Any provision required by law to be in a contract of this type is deemed incorporated herein.
18. Client Responsibilities (Access, Escort, Badging, Signage, Licensing, Classification)
To enable Granado Tech to perform the Services efficiently and safely, Client shall fulfill the following responsibilities:
18.1 Site Access and Safety: Client will provide Granado Tech’s personnel with timely and safe access to the premises and all areas of the site necessary to perform the work. This includes access to server rooms, telecom closets, ceilings, etc., as applicable. If the site is in a secured facility (e.g. government building, data center), Client is responsible for arranging any required security clearance, escorts, or badges for Granado Tech personnel. Client shall notify Granado Tech in advance of any background checks or paperwork needed so as not to delay work. Inability of Granado Tech to gain access to required areas at scheduled times will be considered a Client delay and may be billable if it causes standby time. Client will ensure the work area is free of hazards (other than those inherent to the work) and in suitable condition for Granado Tech to perform Services.
18.2 Utilities and Facilities: Client shall provide, at no cost to Granado Tech, adequate utilities (electric power, lighting, HVAC) and any necessary working facilities such as a safe area to stage materials, a place for Granado Tech’s personnel to take breaks or use restrooms, etc. If the work is outdoors or in a non-conditioned space, Client will allow reasonable accommodations for worker safety (shade, cooling/heating as needed). For IT work, Client will provide Granado Tech with necessary network access (VPN credentials, administrator logins, etc.) and a workspace if on-site (desk or table, monitor/keyboard if needed for configuration work). If remote access is part of the service, Client must allow outbound internet connectivity for Granado Tech’s support tools.
18.3 Permits and Approvals by Client: As noted in Section 11, unless otherwise agreed, Client or building owner is responsible for obtaining any permits, licenses, or special approvals required. Client must inform Granado Tech if any union labor, prevailing wage, or other labor requirements apply on site. If special permits (like an after-hours noise permit for night work in a city, or security clearance for a military base) are needed, Client will obtain them or clearly instruct Granado Tech to include them in scope.
18.4 Cooperation and Information: Client agrees to cooperate in good faith with Granado Tech. Client will timely provide any information, requirements, or decisions needed from Client’s side. For example, Client should provide floor plans, user lists for account setup, IP address schemes, or any preferences on device placement when requested. Any inaccuracies or omissions in Client-provided information that cause rework or delay may result in a change order. If Granado Tech is designing a system, Client should clearly communicate functional requirements and constraints.
18.5 On-Site Escort and Badging: If the work is at a facility requiring escorts (e.g. a secured enterprise office or classified area), Client will ensure an authorized escort is available to accompany Granado Tech personnel as needed. If Granado Tech personnel must obtain special ID badges, Client will sponsor those badges and expedite the process. Any time spent by Granado Tech in security briefings or waiting for escort beyond a brief check-in will count as work time or delay attributable to Client. Client will also coordinate with any on-site security teams to ensure Granado Tech’s tools and materials can be brought on-site (e.g. scanning of tool cases). If after initial badging Granado Tech personnel violate site rules, Client can revoke access, but must notify Granado Tech so it can remedy or send replacements.
18.6 Client’s Network and Credentials: For IT services, Client shall provide administrative access to systems as necessary. If Client restricts access (for example, not providing Domain Administrator credentials or not allowing remote access to certain servers), Granado Tech’s ability to perform may be limited. In such case, Granado Tech is not liable for failing to meet any performance or SLA commitments for tasks it cannot perform due to lack of access. If Client requires a specific process for remote access (like using a particular VPN or jump server), Client will set that up and provide credentials to Granado Tech. Client is responsible for maintaining any passwords or keys on its side securely. Granado Tech will use any provided credentials only for authorized purposes and will not disclose them (except within its team as needed).
18.7 Software Licensing and Compatibility: Client must ensure that it possesses appropriate licenses for any software that Granado Tech is asked to install or work on. For instance, if Granado Tech is deploying Microsoft software, Client should have valid licenses unless procurement is part of scope. Client shall also ensure that its hardware and software environment is compatible with the new systems (Granado Tech will advise but Client bears responsibility if they insist on using unsupported legacy systems). If third-party consents are required (e.g. an ERP vendor must authorize an integration), Client will obtain those consents.
18.8 Environmental Requirements: If certain environmental conditions are needed for equipment (temperature/humidity for servers, clean power), Client is responsible for maintaining those unless Granado Tech’s scope includes providing environmental controls. Granado Tech will specify any such requirements in its design (for example, UPS backup, dedicated AC for a server closet) but ultimately Client must run and maintain them.
18.9 Signage and Notifications: As noted in Section 10.4, Client is responsible for posting any legally required signage related to the Services. This could include signs like “Premises monitored by CCTV” at building entrances, or “Alarm system in use” for alarms, or IT notifications to employees if their communications will be monitored as part of IT security. Granado Tech can provide sample signage or stickers, but compliance (especially with laws like one-party consent for audio recording, etc.) is Client’s responsibility.
18.10 Regulatory Classification: If Client’s environment is regulated or classified (for example, handling classified information or under export control), Client will notify Granado Tech in advance and indicate any special handling requirements for information or personnel. Granado Tech will follow Client’s instructions for such cases, but if the requirements are beyond normal practice (like needing personnel with security clearance or U.S. citizenship for ITAR), Granado Tech reserves the right to adjust pricing or assign different staff to comply. If Granado Tech cannot meet a requirement (e.g. a required clearance level) and it was not disclosed beforehand, that portion of work may need to be removed from scope or subcontracted through Client’s resources.
18.11 Timely Approvals: Client shall not unreasonably delay or withhold any acceptance, approvals, or feedback required from it. If deliverables (like a design document or configuration) are submitted for Client approval, Client should respond within the timeframe specified or, if none, within 5 business days. Delays in approval may impact schedule and be considered a Client delay. If Client provides partial or conditional approval, Granado Tech will address any issues but any resulting rework beyond minor adjustments may be handled via change order.
18.12 Point of Contact: Client will designate a primary contact person (or persons) who will be authorized to make decisions, provide information, and accept deliverables on behalf of Client. Granado Tech can rely on directives from the designated contact(s). Any change in the designated contact should be communicated. If at any time Granado Tech is receiving conflicting instructions from different people at Client, Granado Tech will seek clarification from the primary contact or an executive, and is entitled to put work on hold until a clear single direction is restored.
18.13 Client-Supplied Items: If any equipment or materials are to be provided by Client for integration (for example, Client provides their own servers or cables), Client must ensure those items are available in a timely manner. If they are not on site when needed, Granado Tech may demobilize and remobilize later at Client’s cost (per Section 7). Client-supplied items should meet any specifications given by Granado Tech. If an item proves incompatible or defective, Granado Tech will notify Client and the schedule may be impacted. Granado Tech is not responsible for warranty or support of Client-furnished equipment, but will handle it with care and notify Client of any issues observed.
18.14 Cooperation with Third Parties: Client may have other vendors or third-party service providers (e.g. an internet provider, a phone system vendor). Client is responsible for coordinating those providers unless otherwise agreed. For example, if Granado Tech is installing network gear and the ISP needs to activate a circuit, Client should arrange that and ensure they show up. Granado Tech will collaborate as needed (and can communicate directly with such providers with Client’s permission), but ultimate coordination responsibility lies with Client. If Granado Tech has to spend unanticipated time due to third parties not fulfilling their tasks (like waiting for an ISP technician who is late), that may be billed as additional time.
18.15 Security and Supervision: While on Client’s premises, Granado Tech personnel must comply with Client’s reasonable rules (safety, security, IT policies). Client should provide any required safety training or site orientation to our team prior to start if needed. Client will provide necessary supervision or escort as per site rules (see 18.1). If the work area is in sensitive locations (e.g. data center, secure office), Client should either escort Granado Tech or provide access cards as appropriate. Client is also responsible for safeguarding its own sensitive information during our presence (e.g. locking away confidential documents). Granado Tech will instruct its staff not to access any areas or info not needed for the work.
18.16 Acceptance Testing and Sign-off: When Granado Tech declares the Services or a milestone completed, Client agrees to promptly perform any review or testing needed for acceptance. If Client identifies any non-conformity, it shall notify Granado Tech within any agreed acceptance period (or within 5 business days if none specified), so that Granado Tech can correct it. If Client fails to provide acceptance or a rejection with specific reasons within a reasonable time, the deliverable shall be deemed accepted. Use of the deliverable in production (or opening the premises to the public, in case of construction) also constitutes acceptance. Client’s sign-off (or deemed acceptance) doesn’t waive warranty rights, but it does confirm that deliverables are generally as agreed so final payment can be made except for any punch list.
18.17 Use of Deliverables and Training: Once the project is done, it’s Client’s responsibility to use the systems properly. Granado Tech will provide basic training or knowledge transfer if included, but Client should ensure its users or employees follow instructions and do not modify critical settings without consulting Granado Tech (if Granado Tech is still under contract to support). Improper use or self-inflicted issues (like deleting configurations, or physical damage by Client’s staff) are outside warranty and will require a service call at Client’s cost.
18.18 Client’s Failure to Perform: If Client materially fails to meet the above obligations and that failure causes extra cost to Granado Tech, delays, or inability to perform, Granado Tech may issue a notice to Client describing the issue. The parties will discuss and Client should cure the issue promptly. If not cured, Granado Tech may invoke remedies such as work suspension (with notice) or even termination for cause if the failure makes performance infeasible (see Section 19.2). For example, if Client refuses to provide necessary access or information thereby preventing completion, Granado Tech can terminate and still be paid for the work performed.
19. Termination and Cancellation
19.1 Term and Renewal (if applicable): The term of this Agreement shall commence on the Effective Date (February 1, 2026) and continue in effect until terminated as provided herein. If the Services include an ongoing MSP or subscription component, that component may have an initial term (e.g. 12 or 36 months) as specified in the Order, and thereafter may automatically renew for successive periods (e.g. one year) unless either party gives notice of non-renewal at least 30 days before the end of the then-current term. All one-time projects end upon completion and payment, except for warranty obligations. The Agreement may remain in effect for any other active Orders or new Orders until terminated in full.
19.2 Termination for Cause: Either party may terminate this Agreement (or an individual Order) for cause if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach (or 10 days in the case of non-payment breach by Client). For example, cause for termination by Client could include Granado Tech’s repeated failure to meet agreed milestones without justification, or poor quality work that is not corrected; cause for termination by Granado Tech could include Client’s failure to pay invoices, refusal to cooperate or provide necessary access, or breach of confidentiality obligations. If the breach is of such a nature that it cannot reasonably be cured within the cure period, the breaching party may propose a plan to cure and the non-breaching party may choose to extend the cure period reasonably. If cure is not effected in time or an acceptable plan in place, the non-breaching party may terminate by further written notice at the end of the cure period. Termination for cause is effective immediately or as of the date specified in the notice of final termination.
19.3 Termination for Convenience by Client: Client may terminate a particular project or Services for its convenience (without cause) by giving at least thirty (30) days written notice to Granado Tech (or a longer notice period if specified for certain services, e.g. 90 days for MSP agreements). In such case, Client shall pay Granado Tech for all Services performed and costs incurred up to the termination effective date, including for any non-cancellable commitments (such as equipment ordered). If a project is nearly completed, Granado Tech will be entitled to the profit it would have earned on the completed project (or as specified in an early termination fee schedule). For MSP or subscription services, an early termination by Client (not due to Granado Tech’s breach) will trigger early termination charges as follows: if terminated during an initial fixed term, Client agrees to pay liquidated damages equal to the lesser of the remaining fees for the term or a specified amount (for example, if in first year of a 3-year term, possibly all remaining months’ fees are due, see Section 19.5). The intent is to compensate Granado Tech for the commitment and pricing given. Any prepaid fees for periods after the effective termination date (net of termination charges) will be refunded to Client. Client should note that canceling shortly before a major scheduled activity (like a cutover) may incur additional charges as described in Section 19.7.
19.4 Termination for Convenience by Granado Tech: Granado Tech may terminate this Agreement or any Order for convenience (non-cause) under unusual circumstances by giving ninety (90) days written notice to Client. Granado Tech would typically only do so if continuing becomes impractical (for instance, if Granado Tech exits the line of business or if Client is extremely difficult to work with outside breach context). In such event, Granado Tech will reasonably assist in transitioning Services. If Granado Tech terminates for convenience, Client shall only pay for services performed up to termination and any prepaid fees for unused service period shall be refunded. Granado Tech will not be entitled to any additional termination fee (and will likely help Client find alternative arrangements).
19.5 Early Termination Fees (Liquidated Damages for MSP): If Client terminates an MSP or other term-based Service early (except due to Granado Tech’s uncured breach), the parties agree that Granado Tech will incur damages such as loss of expected revenue, allocation of resources, etc., which are difficult to ascertain. Therefore, unless otherwise stated in the Order, the following early termination fee schedule applies:
- If termination effective in the first 12 months of service, Client shall pay an amount equal to 100% of the remaining fees for the initial 12-month period (or initial term if shorter).
- If termination effective after the first year but before end of a longer term, Client shall pay 50% of the fees for the months that would have remained in the term beyond the termination date.
Alternatively, an Order may specify a fixed cancellation fee (e.g. three months of fees). These termination charges are agreed as liquidated damages and not a penalty, reflecting a reasonable estimate of lost profit and costs. Client acknowledges that such fees are fair given discounts or investments made by Granado Tech for the long-term engagement. Granado Tech will invoice the early termination fee promptly upon termination, and Client agrees to pay it within 30 days.
If Client provides timely notice of intent not to renew at end of a term (per Section 19.1), no early termination fee applies, and service will simply end at term conclusion.
19.6 Effects of Termination: Upon any termination or expiration of an Order or this Agreement, Granado Tech will cease performing the relevant Services. Client agrees to promptly pay all outstanding amounts due for Services rendered through the termination date. Granado Tech shall deliver to Client any work product or deliverables (completed or in-progress) for which Client has paid, and return any Client-furnished equipment or materials. Likewise, Client shall return any Granado Tech equipment or materials (e.g. loaner tools, evaluation devices) in its possession. Each party will cooperate to accomplish an orderly wind-down and hand-off of responsibilities (see MSP offboarding in Section 10.8). Client’s right to use any Granado Tech-provided software or licensed materials ceases, except to the extent permitted in Section 14.6 (license to deliverables) or if separately licensed. If an MSP service, Granado Tech may disable or remove any of its software agents from Client devices and remove Client from monitoring platforms.
For construction projects, if terminated mid-project, Granado Tech will leave the site in a safe condition, and Client may have to secure materials or hire others to finish. Granado Tech will be entitled to remove its equipment and any unfixed materials not paid for (or exercise security interest rights under Section 20).
19.7 Project or Event Cancellation by Client: If Client cancels a scheduled on-site work day or “cutover” event with short notice (for example, canceling an installation or go-live date less than 24 hours prior, after technicians or resources have been allocated), Granado Tech reserves the right to charge a late cancellation fee. For instance, if two technicians were reserved for a day and the cancelation comes last-minute, a fee equivalent to their one day of labor (or a fixed sum like $600 per technician) may be charged. Similarly, if travel was booked (flights, hotel) and cannot be refunded, Client should cover those costs. Granado Tech will attempt to reschedule without extra charge if possible, but repeated short-notice cancellations will incur costs. If a cutover (e.g. network switch-over) is aborted or reversed by Client after commencement, Client will pay for the extra time to restore original state and any wasted effort. Therefore, Client should carefully plan and commit to cutover schedules.
19.8 Suspension vs. Termination: In some cases (especially non-payment), Granado Tech may choose to suspend Services rather than outright terminate, by giving notice to Client. Suspension might involve stopping work or disabling remote services until the issue is resolved. During suspension, Client is still obligated to pay fees that accrue (e.g. monthly fees) and Granado Tech has no liability for not performing during that time. If the cause of suspension is remedied, Granado Tech will resume services as soon as practicable. If not, Granado Tech may escalate to termination for cause.
19.9 Return of Data (MSP): If an MSP service is terminated, Granado Tech will provide Client with an opportunity to retrieve its data from any Granado Tech systems. For example, if Granado Tech hosted backups or monitoring data, it will coordinate to export or transfer those to Client, provided all due fees are paid. After a certain period (e.g. 30 days after termination), Granado Tech may delete any remaining Client data in its possession, except for archival copies kept for legal or compliance reasons. Granado Tech is not obligated to retain Client data beyond termination unless specifically agreed in writing.
19.10 Lien Rights and Payment on Termination: If this Agreement or a project is terminated and Client has not fully paid for work performed or materials delivered, Granado Tech may avail itself of all legal rights to secure payment (see Section 20). Client agrees that termination does not relieve it of the obligation to pay for conforming work done up to termination date. If Client disputes any portion, it should deposit the disputed amount in escrow or otherwise not hinder Granado Tech’s right to lien (where applicable).
19.11 Effect on Other Agreements: Termination of this Agreement will not automatically terminate any prior non-disclosure agreements, which shall continue according to their terms. If this Agreement is terminated but some separate license or hardware purchase agreement exists between parties, those are not affected except as their terms allow. If there are multiple concurrent Orders and one is terminated for cause, Granado Tech may at its discretion also suspend or terminate other active Orders if the cause (like non-payment) indicates likely breach across all.
20. Security Interests and Lien Rights
20.1 Retention of Title: Granado Tech retains title to all equipment, materials, or goods provided to Client as part of the Services until Client has paid for them in full, notwithstanding that they may be installed or affixed to Client’s property. This retention of title is a security measure to ensure payment. Once full payment is received for particular goods, title passes to Client. If applicable law treats installed fixtures differently, the parties agree this clause creates a security interest in those items in favor of Granado Tech until paid.
20.2 Security Interest (UCC): Client hereby grants Granado Tech a purchase money security interest in all Products (goods) sold or delivered under this Agreement, and all proceeds thereof, to secure payment of all amounts due to Granado Tech. Granado Tech is authorized to file UCC financing statements or other lien instruments to perfect and give public notice of this security interest. Client shall execute any additional documents reasonably required to perfect or continue the security interest. In the event of Client’s default in payment, Granado Tech shall have all rights of a secured party under the Uniform Commercial Code, including the right to enter premises to repossess or disable the Products, to the extent permitted by law, without breach of peace. Client will not sell, transfer, or encumber the Products until the price is paid in full, other than using them in normal operations. If Client does attempt to transfer or if a third party asserts a lien on them, Client must notify that party of Granado Tech’s interest and notify Granado Tech.
20.3 Mechanics’ Lien Rights: For any Services involving improvements to real property (construction or installation of fixtures at Client’s site), Granado Tech and its subcontractors may have lien rights under applicable lien laws. No provision of this Agreement is intended to waive or prejudice Granado Tech’s right to file a mechanic’s or materialman’s lien or claim under Texas Property Code Chapter 53 or similar statutes. Granado Tech may send any preliminary notices or require contractual retainage as per Texas law to protect its lien rights. If Client is not the property owner, Client agrees to timely furnish any information required for Granado Tech to serve notices on the owner (like owner’s name and address, legal description of property). In case of non-payment, in addition to contractual remedies, Granado Tech reserves the right to file a lien against the improved property to secure unpaid amounts. Once Granado Tech receives full payment (including cleared funds for any checks) for the work, it shall upon request execute a lien release or waiver in statutory form for the paid work. If partial payments are made, Granado Tech will provide partial waivers to the extent of payments received if requested. Client must not file any bond to release a lien without giving Granado Tech prior notice and an opportunity to resolve the claim amicably.
20.4 Enforcement and Attorney Fees: If Granado Tech must enforce its security interest or lien rights, for example by repossessing goods or foreclosing on a lien, Client shall be responsible to reimburse Granado Tech for all associated costs, including reasonable attorneys’ fees, to the extent such enforcement is due to Client’s non-payment. This is in addition to any right to recovery of legal fees under Section 15 or 3.4. Repossession or lien foreclosure is not an election of remedy that precludes seeking additional damages if the sale of collateral doesn’t satisfy the debt.
20.5 Notice to Owner (Texas-specific): If Texas law requires any special notices (like fund trapping notice or notice of retainage, or completion notices), Granado Tech will adhere to those, and Client (if acting as general contractor) agrees to furnish necessary information down the chain. Conversely, if Client is the owner or prime, it will comply with any obligations like reserving required statutory retainage (10%) and providing information to Granado Tech upon request about prior liens, etc., to ensure compliance with lien laws.
20.6 Bond Claims: If there is a payment bond on the project (for example, required by an owner or for a public project), Granado Tech retains the right to make a claim against the bond for any unpaid amounts, in addition to or in lieu of a lien. Client will provide bond information if applicable. Any bond claim will follow statutory procedures.
20.7 Insolvency of Client: If Client becomes insolvent, files for bankruptcy, or has a receiver appointed, Client or its estate shall not hinder Granado Tech’s rights in its collateral (the delivered Products). Client acknowledges that as long as goods are identifiable and unpaid, Granado Tech’s security interest allows reclamation or priority as appropriate under law. This Agreement may be terminated by Granado Tech for cause if such financial distress occurs (Section 19.2), but the security interest persists to secure payment of any sums due.
20.8 Removal of Equipment: In an extreme case where Client does not pay and Granado Tech has the right to remove installed equipment (like servers or cameras), Client agrees to cooperate in allowing removal peacefully. Any damage to premises from removal (beyond reasonable wear from initial install) will be patched by Granado Tech to leave the area safe (though not necessarily fully restored cosmetically). This is separate from termination rights; it’s a remedy if contract enforcement is needed.
20.9 Waiver of Liens (if expressly required): If (and only if) the parties have agreed in writing to any waiver of lien rights (for example, in a prime contract flowing down a no-lien clause, which is not typical in Texas without a bond), such waiver will be honored only to the extent permitted by law and typically contingent on receipt of payment. Granado Tech does not otherwise waive lien rights. Any contractual lien waiver shall be null if Client fails to pay as agreed.
20.10 UCC Notices: To the extent required by the UCC or similar law, the parties agree that a carbon, photographic or other reproduction of this signed Agreement shall be sufficient as a financing statement if filed. Upon Client’s request after full payment, Granado Tech will file a termination of any financing statement.
If signing in hard copy, initial each page. If accepting via electronic link, Client’s click-through acceptance will constitute execution of this Agreement (no signature required), and the effective date will be the date of acceptance.
Clickwrap Acceptance: If you are accepting these Terms via an online link or portal: By clicking “I Agree” or a similar button, you acknowledge that you have read and understood the Granado Tech LLC Terms and Conditions (Version 1.5, Effective Feb 1, 2026) and agree to be bound by them. This action constitutes your electronic signature and is equivalent to a signed written contract. The version of terms agreed to (Version 1.5) will be referenced in the order record or confirmation email for clarity.
