Terms of Service | Clancy Technologies

CLANCY TECHNOLOGIES GROUP LLC

Effective Date: April 9, 2026
Last Updated: April 9, 2026

These Terms of Service ("Terms") govern the consulting, advisory, and managed IT services provided by Clancy Technologies Group LLC ("CTG," "we," "us," or "our"), a limited liability company organized under the laws of the State of New York, to its clients and prospective clients ("Client," "you," or "your"). By engaging CTG's services, executing a service agreement, paying an invoice, or otherwise authorizing CTG to perform work, you acknowledge that you have read, understood, and agree to be bound by these Terms.

These Terms apply to all engagements including but not limited to virtual CIO (vCIO) advisory services, managed IT services, Microsoft 365 consulting and administration, cloud migrations, cybersecurity advisory, IT infrastructure assessments, vendor management, and any other technology-related consulting or advisory services.

1. Nature of Services — Advisory and Consulting Only

CTG operates exclusively as an independent third-party technology consultant and advisor. CTG is NOT your employee, partner, or in-house IT department. All services rendered by CTG are advisory and consultative in nature unless expressly stated otherwise in a signed Statement of Work ("SOW") or service agreement.

By engaging CTG, you acknowledge and agree to the following:

• CTG provides recommendations, guidance, strategy, and technical advice based on information available at the time of the engagement.
• CTG does not operate, control, own, or manage your IT systems, networks, data, or infrastructure unless a specific managed services agreement with explicitly defined responsibilities has been executed in writing.
• The implementation, execution, and ongoing management of any recommendations made by CTG remains solely the responsibility of the Client and/or the Client's designated personnel.
• CTG's advice and recommendations should be reviewed and validated by the Client and, where appropriate, by additional qualified professionals before implementation.
• CTG does not guarantee specific outcomes, performance metrics, security postures, or business results from its advisory services.

2. Client Responsibility for Systems and Infrastructure

The health, security, performance, availability, and integrity of your IT systems, networks, data, applications, hardware, and infrastructure are at all times the sole responsibility of the Client. This responsibility includes but is not limited to:

2.1 System Health and Maintenance

• Maintaining hardware, software, and licensing in a current, supported, and properly configured state.
• Applying security patches, firmware updates, and software updates in a timely manner.
• Monitoring system performance, availability, and security alerts.
• Maintaining adequate backup and disaster recovery procedures for all critical data and systems.

2.2 Independent Verification

The Client is solely responsible for independently verifying, testing, and validating any advice, recommendation, configuration change, or implementation provided or suggested by CTG before applying such changes to production environments. CTG strongly recommends that all changes be:

• Reviewed by qualified technical staff within the Client's organization.
• Tested in a non-production or staging environment prior to deployment.
• Documented and approved through the Client's change management process.
• Backed up prior to implementation, with rollback procedures in place.

2.3 Data Integrity and Security

• The Client is responsible for maintaining appropriate data security measures, access controls, and compliance with applicable laws and regulations governing their data.
• CTG is not responsible for data loss, corruption, unauthorized access, or data breaches resulting from the Client's systems, personnel actions, or third-party vendors.
• The Client shall maintain current, tested backups of all critical data and systems prior to any work performed by CTG.

3. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CTG'S TOTAL LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO CTG IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

CTG SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of revenue, profits, data, business, or goodwill.
• Business interruption or system downtime.
• Costs of substitute services or procurement.
• Any damages resulting from the Client's failure to independently verify, test, or validate CTG's recommendations before implementation.
• Any damages arising from third-party vendors, software, hardware, or services recommended or engaged by CTG.
• Any damages arising from cybersecurity incidents, data breaches, ransomware, or other security events affecting the Client's systems.

CTG provides recommendations based on information made available by the Client and conditions observable at the time of the engagement. CTG cannot be held responsible for issues arising from undisclosed, unknown, or latent conditions within the Client's environment.

4. Disclaimer of Warranties

ALL SERVICES PROVIDED BY CTG ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, CTG EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement.
• Warranties that the services will be uninterrupted, error-free, or free from defects.
• Warranties regarding the accuracy, completeness, or reliability of any advice, report, assessment, or recommendation provided by CTG.
• Warranties that implementation of CTG's recommendations will achieve any specific security posture, performance level, or business outcome.

5. Third-Party Vendors and Services

CTG may recommend, introduce, or assist in the procurement or configuration of third-party products, platforms, and services including but not limited to Microsoft 365, cloud providers, cybersecurity tools, backup solutions, and hardware vendors. The Client acknowledges and agrees that:

• CTG is not a reseller, agent, or representative of any third-party vendor unless explicitly stated in writing.
• Third-party products and services are governed by their own terms, licenses, service level agreements, and policies, which the Client is solely responsible for reviewing and accepting.
• CTG is not responsible for the performance, reliability, availability, pricing, or support of any third-party product or service.
• Any contracts, subscriptions, or licensing agreements with third parties are entered into solely between the Client and the third-party vendor. CTG is not a party to such agreements.
• CTG's recommendation of a third-party product or service does not constitute an endorsement or guarantee of that product's suitability, security, or fitness for the Client's purposes.

6. Payment Terms

All invoices issued by CTG are due and payable as specified on the invoice. Unless otherwise agreed in writing:

• Invoices are due within fifteen (15) days of the invoice date.
• Late payments are subject to a late fee of 1.5% per month (18% per annum) on any outstanding balance.
• CTG reserves the right to suspend or terminate services for accounts with overdue balances without liability to the Client.
• All fees are non-refundable unless otherwise stated in a signed agreement.
• The Client is responsible for all applicable taxes, fees, and charges associated with the services.

By making payment against a CTG invoice, the Client confirms acceptance of these Terms as they apply to the services described in that invoice.

7. Confidentiality

Both parties agree to keep confidential any proprietary, sensitive, or non-public information shared during the course of the engagement. CTG will not disclose Client system configurations, network details, business processes, or other confidential information to third parties except as required to perform the services or as required by law. The Client agrees not to disclose CTG's methodologies, pricing structures, tools, or proprietary processes without written consent.

8. Intellectual Property

Unless otherwise agreed in a signed SOW:

• All methodologies, frameworks, templates, tools, and pre-existing intellectual property used by CTG in the performance of services remain the exclusive property of CTG.
• Deliverables specifically created for the Client under a signed agreement become the Client's property upon full payment of all applicable fees.
• CTG retains the right to use anonymized or aggregated data and insights derived from engagements for internal improvement and marketing purposes.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless CTG, its members, managers, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• The Client's use, misuse, or implementation of CTG's recommendations without independent verification or testing.
• The Client's failure to maintain adequate backups, security controls, or system maintenance.
• Any claims by third parties related to the Client's systems, data, or business operations.
• Any breach by the Client of these Terms or any applicable law.

10. Independent Contractor Relationship

CTG and its personnel are independent contractors. Nothing in these Terms or any service agreement shall be construed to create an employment relationship, partnership, joint venture, or agency between CTG and the Client. CTG is solely responsible for its own tax obligations, insurance, and compliance with applicable employment laws.

11. Force Majeure

CTG shall not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure results from causes beyond CTG's reasonable control, including but not limited to natural disasters, acts of God, government actions, internet or telecommunications failures, power outages, pandemics, or other force majeure events.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the services provided by CTG shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York. The Client waives any objection to such jurisdiction and venue.

Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.

13. Modifications to These Terms

CTG reserves the right to update or modify these Terms at any time. Updated Terms will be posted at clancytechnologies.com/terms with a revised effective date. Continued engagement with CTG's services following notice of updated Terms constitutes acceptance of the revised Terms. Clients are encouraged to review these Terms periodically.

14. Entire Agreement

These Terms, together with any signed Statement of Work, service agreement, or engagement letter, constitute the entire agreement between CTG and the Client with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, and representations. In the event of a conflict between these Terms and a signed agreement, the signed agreement shall control.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect.

16. Contact Information

If you have any questions regarding these Terms, please contact:

Clancy Technologies Group LLC
Email: info@clancytechnologies.com
Phone: (718) 874-8452
Website: clancytechnologies.com
New York, NY

These Terms of Service are subject to change. The current version is always available at clancytechnologies.com/terms.