1. Introduction and Acceptance
These Terms and Conditions ("Terms") govern all products, services, and solutions provided by Blue Cap IT Enterprises Corporation ("Blue Cap IT," "Company," "we," "us," or "our"), a Delaware corporation, to any client, customer, or purchaser ("Client," "you," or "your").
By accepting a quote, proposal, statement of work, or invoice from Blue Cap IT, or by engaging Blue Cap IT to provide any products or services, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms are incorporated by reference into all quotes, proposals, statements of work, and invoices issued by Blue Cap IT.
If you do not agree to these Terms, do not accept any quote or engage Blue Cap IT for any products or services.
2. Definitions
"Agreement" means the applicable quote, proposal, or statement of work issued by Blue Cap IT, together with these Terms.
"Products" means hardware, software, licenses, and subscriptions procured by Blue Cap IT on behalf of the Client, including but not limited to Verkada, Cisco Meraki, Microsoft 365, Huntress, and Coro products.
"Services" means managed IT services, consulting, installation, configuration, maintenance, support, and any other professional services provided by Blue Cap IT.
"Third-Party Vendor" means any manufacturer, licensor, or service provider whose products or services are resold or integrated by Blue Cap IT, including but not limited to Verkada, Inc., Cisco Systems, Inc., Microsoft Corporation, Huntress Labs, Inc., and Coro Cybersecurity Ltd.
3. Scope of Services and Products
3.1 Service Delivery
The specific scope, deliverables, and timeline for any engagement shall be defined in the applicable quote, proposal, or statement of work. Blue Cap IT will perform all Services in a professional and workmanlike manner consistent with industry standards.
3.2 Product Resale
Blue Cap IT acts as an authorized reseller and value-added reseller of third-party products. All products are subject to the respective Third-Party Vendor's terms of service, end-user license agreements, and warranty policies. Blue Cap IT does not manufacture any hardware or software products.
3.3 Changes in Scope
Any changes to the scope of Services or Products after acceptance of a quote must be agreed upon in writing by both parties. Additional work or products outside the original scope will be quoted separately and are subject to these Terms.
4. Quotes, Pricing, and Validity
4.1 Quote Validity
Unless otherwise specified in writing, all quotes issued by Blue Cap IT are valid for thirty (30) days from the date of issuance. After expiration, pricing and availability are subject to change without notice.
4.2 Pricing
All prices are quoted in U.S. dollars and are exclusive of applicable taxes unless expressly stated otherwise. Blue Cap IT reserves the right to adjust pricing to reflect changes in Third-Party Vendor pricing, supply chain conditions, or other factors beyond our reasonable control, provided that any such adjustment is communicated to the Client prior to order fulfillment.
4.3 Taxes
Client is responsible for all applicable sales, use, excise, and other taxes and governmental charges arising from the purchase of Products or Services, unless Client provides a valid tax exemption certificate prior to invoicing.
5. Payment Terms
5.1 Invoicing and Due Dates
Unless otherwise specified in the applicable Agreement, all invoices are due and payable within thirty (30) days of the invoice date ("Net 30"). For product orders, Blue Cap IT may require a deposit or full prepayment prior to placing orders with Third-Party Vendors.
5.2 Accepted Payment Methods
Blue Cap IT accepts payment via ACH bank transfer, check, and credit card. Payments made by credit card are subject to a processing surcharge, which will be disclosed at the time of payment. The surcharge reflects the actual cost of credit card processing and is permitted under applicable Maryland and federal law.
5.3 Late Payments
Invoices not paid within the specified payment terms will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Client shall be responsible for all costs of collection, including reasonable attorney's fees, incurred by Blue Cap IT in collecting past-due amounts.
5.4 Disputed Invoices
If Client disputes any portion of an invoice, Client must provide written notice of the dispute within fifteen (15) days of the invoice date, specifying the disputed amount and the basis for the dispute. The undisputed portion remains due per the original payment terms. The parties shall work in good faith to resolve any billing disputes promptly.
6. Warranties and Disclaimers
6.1 Service Warranty
Blue Cap IT warrants that all Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any Service fails to conform to this warranty within thirty (30) days of completion, Blue Cap IT will, at its sole option, re-perform the deficient Service at no additional charge.
6.2 Product Warranties
All Products are sold subject to the applicable Third-Party Vendor's warranty terms and conditions. Blue Cap IT makes no independent warranty on any third-party Products and shall have no liability for any defects in such Products. Blue Cap IT will use commercially reasonable efforts to assist Client in processing warranty claims with the applicable Third-Party Vendor.
6.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, BLUE CAP IT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. BLUE CAP IT DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
7. Limitation of Liability
7.1 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BLUE CAP IT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO ANY AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO BLUE CAP IT UNDER THE APPLICABLE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7.2 Exclusion of Consequential Damages
IN NO EVENT SHALL BLUE CAP IT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, EVEN IF BLUE CAP IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Third-Party Products and Services
Blue Cap IT shall not be liable for any damages, losses, or claims arising from the failure, malfunction, or discontinuation of any Third-Party Vendor's products, services, or platforms, including but not limited to Verkada, Cisco Meraki, Microsoft 365, Huntress, and Coro. Client acknowledges that such products and services are subject to the respective vendor's terms, and Client's sole remedy for issues with such products shall be pursuant to the applicable Third-Party Vendor's warranty and support policies.
8. Intellectual Property
8.1 Ownership
Each party retains ownership of its pre-existing intellectual property. Any custom configurations, scripts, or documentation created by Blue Cap IT specifically for Client in the course of providing Services shall be owned by Client upon full payment of all associated fees, subject to Blue Cap IT's right to retain and reuse general knowledge, skills, techniques, and methodologies developed during the engagement.
8.2 Third-Party Licenses
All third-party software, subscriptions, and licenses procured by Blue Cap IT on Client's behalf are subject to the applicable Third-Party Vendor's license terms. Client agrees to comply with all such license terms as a condition of use.
9. Confidentiality
Each party agrees to hold in confidence all non-public information disclosed by the other party in connection with an Agreement ("Confidential Information"). Neither party shall disclose the other party's Confidential Information to any third party without prior written consent, except as required by law or to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. This obligation shall survive termination of any Agreement for a period of three (3) years.
10. Data, Security, and Privacy
10.1 Client Data
Client retains all right, title, and interest in and to its data. Blue Cap IT will handle Client data in accordance with applicable data protection laws and regulations. Blue Cap IT will implement commercially reasonable administrative, technical, and physical safeguards to protect Client data in its possession.
10.2 Security Limitations
Client acknowledges that no security solution, managed service, or cybersecurity product (including Huntress and Coro) can guarantee complete protection against all threats. Blue Cap IT shall not be liable for any security breach, data loss, or unauthorized access that occurs despite the implementation of commercially reasonable security measures.
10.3 Client Responsibilities
Client is responsible for maintaining appropriate backup systems for its data, implementing reasonable internal security practices, and promptly notifying Blue Cap IT of any suspected security incidents. Client is further responsible for ensuring that its employees and agents comply with all security policies and procedures recommended by Blue Cap IT.
11. Term and Termination
11.1 Term
Each Agreement shall commence on the date of acceptance and continue for the term specified therein. For ongoing managed services, the initial term and any renewal terms shall be as specified in the applicable Agreement.
11.2 Termination for Cause
Either party may terminate an Agreement immediately upon written notice if the other party: (a) materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets.
11.3 Effect of Termination
Upon termination, Client shall pay Blue Cap IT for all Products delivered and Services performed through the effective date of termination. Any prepaid but unused subscription licenses or services shall be handled in accordance with the applicable Third-Party Vendor's cancellation and refund policies. Blue Cap IT shall not be responsible for refunds of third-party licenses or subscriptions that are non-refundable under the Third-Party Vendor's terms.
11.4 Survival
Sections 5 (Payment Terms), 6 (Warranties and Disclaimers), 7 (Limitation of Liability), 8 (Intellectual Property), 9 (Confidentiality), 10 (Data, Security, and Privacy), and 13 (Indemnification) shall survive termination or expiration of any Agreement.
12. Indemnification
12.1 Client Indemnification
Client shall indemnify, defend, and hold harmless Blue Cap IT, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising out of or related to: (a) Client's breach of any Agreement or these Terms; (b) Client's misuse of any Products or Services; or (c) Client's violation of any applicable law or regulation.
12.2 Blue Cap IT Indemnification
Blue Cap IT shall indemnify, defend, and hold harmless Client from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising out of or related to Blue Cap IT's gross negligence or willful misconduct in the performance of Services.
13. Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions or orders, supply chain disruptions, power outages, internet or telecommunications failures, or Third-Party Vendor service outages. The affected party shall provide prompt notice of any such event and use commercially reasonable efforts to resume performance.
14. Non-Solicitation
During the term of any Agreement and for a period of twelve (12) months following its termination, neither party shall directly or indirectly solicit or hire any employee or contractor of the other party who was involved in the performance of the Agreement, without the prior written consent of the other party.
15. Governing Law and Dispute Resolution
15.1 Governing Law
These Terms and any Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws provisions.
15.2 Dispute Resolution
Any dispute arising out of or relating to these Terms or any Agreement shall first be submitted to good-faith mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Anne Arundel County, Maryland. The prevailing party shall be entitled to recover its reasonable attorney's fees and costs.
15.3 Injunctive Relief
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality obligations.
16. General Provisions
16.1 Entire Agreement
These Terms, together with the applicable quote, proposal, or statement of work, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof.
16.2 Amendments
Blue Cap IT reserves the right to update or modify these Terms at any time. Updated Terms will be posted at bluecapit.com/legal with a revised "Last Updated" date. Changes will apply to all quotes and Agreements entered into after the effective date of the updated Terms. Terms in effect at the time a specific quote is accepted shall govern that Agreement.
16.3 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16.4 Waiver
The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.
16.5 Assignment
Client may not assign any Agreement without Blue Cap IT's prior written consent. Blue Cap IT may assign any Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets.
16.6 Notices
All notices required or permitted under these Terms shall be in writing and delivered by email, certified mail, or nationally recognized overnight carrier to the addresses specified in the applicable Agreement.
16.7 Independent Contractor
Blue Cap IT is an independent contractor, and nothing in these Terms or any Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
17. Contact Information
For questions regarding these Terms, please contact:
Blue Cap IT, LLC
Website: bluecapit.com
Email: info@bluecapit.com
Blue Cap IT, LLC assumes no liability for the legal sufficiency of these Terms as drafted.