Version 2026-06-01 | Last Modified: June 1, 2026
These Terms of Service ("Terms") are entered into by and between Doroff Technology Solutions LLC ("Provider," "We," or "Us") and customers ("You," "Client," or "Customer") of its technology services.
Provider's services are offered pursuant to a service quote ("Quote") accepted by the Customer. By signing a Quote, Customer accepts and agrees to these Terms. These Terms constitute a legal agreement between Provider and Customer governing all services described in the Quote.
Provider: Doroff Technology Solutions LLC
1. Payment
Recurring Services
Client shall maintain a valid payment method (ACH bank draft or credit card) on file with Provider. All recurring fees are billed automatically on the first business day of each billing period. Client authorizes Provider to charge the payment method on file for all amounts due. Client shall update payment information within five (5) business days of any change. Failure to maintain a valid payment method constitutes a material breach.
Project & Break-Fix Invoices
Due Net 15 from invoice date. Payment by check, ACH, or credit card.
Late Payment
Invoices not paid by the due date are subject to a late payment charge of one and one-half percent (1.5%) per month on the outstanding balance, applied on the first business day following the due date and each 30-day interval thereafter, plus a thirty-five dollar ($35.00) administrative fee per invoice per month past due. These charges represent Provider's reasonable administrative costs of tracking, re-invoicing, and collecting overdue accounts and are not interest on a forbearance of money.
Client shall pay all reasonable costs of collection, including attorney's fees, incurred by Provider.
2. Term & Renewal
- Annual contracts automatically renew for successive twelve (12) month terms unless either party provides thirty (30) days' written notice of non-renewal before the end of the then-current term.
- Monthly contracts continue month-to-month. Either party may cancel with thirty (30) days' written notice.
- Month-to-month rates are 10–15% above the annual rate, as specified on the Quote.
3. Suspension for Non-Payment
| Timeline |
Action |
| Day 15 past due |
Written notice of pending suspension |
| Day 30 past due |
Provider may suspend services |
| Day 45 past due |
Provider may terminate; all remaining amounts for the term become immediately due |
Cybersecurity Services — Extended Timeline: Due to the critical nature of cybersecurity monitoring, suspension follows an extended escalation: Day 15 written warning → Day 30 degraded/alert-only service → Day 45 full suspension. Client will receive explicit written notice that systems will be unprotected. Client assumes all risk of security incidents during any suspension caused by non-payment.
4. Early Termination
Applies to annual contracts only. If Client terminates early (other than for Provider's uncured material breach), Client pays:
- 100% of remaining upstream vendor commitments (Microsoft licenses, Ostra fees, etc.) that Provider cannot cancel; plus
- 50% of Provider's remaining service margin for the remaining months.
The parties acknowledge this formula represents a reasonable pre-estimate of Provider's actual damages and is not a penalty.
Month-to-month contracts have no early termination fee.
5. Limitation of Liability
PROVIDER'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO ANY QUOTE OR THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, RANSOMWARE PAYMENTS, REGULATORY FINES, OR COST OF SUBSTITUTE SERVICES — REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Carve-outs: These limitations do not apply to: (i) breach of confidentiality obligations; (ii) Client's payment obligations; (iii) damages arising from willful misconduct or fraud.
6. Warranties & Disclaimers
- Provider warrants that services will be performed in a workmanlike manner consistent with generally accepted industry standards.
- All third-party products (Microsoft, Ostra Security, etc.) are provided under their respective vendors' own warranties — not Provider's.
- No cybersecurity service guarantees prevention of all threats. Services materially reduce risk but cannot eliminate it.
EXCEPT AS EXPRESSLY STATED ABOVE, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT UNINTERRUPTED OPERATION OF CLIENT'S SYSTEMS OR THAT ALL ISSUES CAN BE RESOLVED.
7. Service Level
| Metric |
Commitment |
| Response time |
24 hours (M–F, 8 AM – 5 PM Central, excl. MN holidays) |
| Resolution time |
Best efforts — not guaranteed |
| Third-party uptime (Microsoft 365, Ostra) |
Governed by those vendors' SLAs, not Provider's |
Failure to meet response targets shall not constitute a material breach of any agreement.
8. Client Responsibilities
- Maintain a valid payment method on file for recurring services.
- Maintain independent data backups unless backup services are explicitly included in the Quote scope.
- Provide necessary access, credentials, and a safe working environment for on-site service.
- Comply with applicable third-party terms (Microsoft Customer Agreement, Ostra Terms of Service) as applicable.
- Notify Provider promptly of system changes or issues affecting covered services.
9. Scope & Change Orders
- Services are limited to what is described on the Quote.
- Out-of-scope work requires a written change order with cost estimate and Client approval before work begins.
- Provider is not responsible for the performance, availability, or failures of any third-party vendor (ISPs, hardware manufacturers, software vendors, etc.).
10. Confidentiality & Data
- Each party shall maintain the confidentiality of the other party's proprietary business information, including but not limited to passwords, network configurations, financial data, and customer information.
- Provider acknowledges its obligation under Minnesota Statute § 325E.61 to notify affected individuals of data breaches in the most expedient time possible. This obligation is non-waivable.
- Upon termination, Provider will return or destroy all Client credentials, documentation, and proprietary information within thirty (30) days. Written confirmation of destruction available upon request.
11. Indemnification
Client Indemnifies Provider
Client shall indemnify, defend, and hold harmless Provider against all claims, damages, and costs arising from: (a) Client's data or content; (b) Client's non-compliance with applicable third-party vendor terms; (c) Client's failure to maintain adequate data backups; or (d) Client's use of services in violation of applicable law.
Provider Indemnifies Client
Provider shall indemnify Client only for claims arising from Provider's gross negligence or willful misconduct in the performance of services. Provider does NOT indemnify for third-party vendor performance, security incidents, or intellectual property claims related to third-party platforms.
12. Dispute Resolution
- Negotiation. The parties shall first attempt resolution through good-faith negotiation.
- Mediation. Mandatory before any binding resolution. To be completed within thirty (30) days of mediator selection. Costs shared equally.
- Claims under $15,000. Either party may file in Minnesota Conciliation Court (Morrison County or the county of Client's principal office).
- Claims $15,000–$75,000. Either party may elect binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Single arbitrator, Morrison County, Minnesota.
- Claims over $75,000 or equitable relief. Morrison County District Court, State of Minnesota. Each party irrevocably submits to jurisdiction.
- Attorney's fees. The prevailing party in any dispute is entitled to recover reasonable attorney's fees and costs.
13. Force Majeure
Neither party shall be liable for failure to perform due to causes beyond reasonable control, including natural disasters, pandemics, government actions, utility failures, cyberattacks on Provider's own infrastructure, ISP outages, or third-party vendor service disruptions. If a force majeure event continues for more than thirty (30) days, either party may terminate without penalty upon written notice.
14. General Provisions
- Governing Law: State of Minnesota, without regard to conflicts of law principles.
- Venue: Morrison County, Minnesota (or as specified in Section 12).
- Assignment: Neither party may assign without written consent; Provider may assign to a successor entity.
- Amendments: Must be in writing and signed by both parties.
- Severability: If any provision is held unenforceable, the remainder continues in full force and effect.
- Electronic Signatures: Valid and binding per Minnesota Statute Chapter 325L (UETA).
- Independent Contractor: Provider is not Client's employee, partner, or agent.
- Entire Agreement: The Quote and these Terms constitute the full agreement between the parties, superseding all prior communications.
- Survival: Sections 5, 6, 10, 11, and 12 survive termination or expiration of any Quote.
15. Contact Information
Notices concerning these Terms or any related matters may be sent to: