01 Scope of Services
Mpower Consulting provides professional IT infrastructure and network security consulting services, including but not limited to firewall design and deployment, network architecture, vendor-neutral platform consulting, vulnerability assessment, penetration testing, Ubiquiti deployments, and ongoing technical support.
The specific services to be performed under any engagement (the "Services") will be defined in a written proposal, statement of work, or service order ("SOW") signed or otherwise accepted by both parties. The SOW takes precedence over these general terms only where it expressly does so; otherwise these terms govern.
02 Engagement & Quotes
All quotes, estimates, and proposals issued by Mpower are valid for thirty (30) days unless otherwise specified in writing. Quotes are based on information provided by the Client and on our preliminary understanding of the Client's environment. Significant variances discovered during discovery, site survey, or implementation may result in a revised quote subject to Section 5 (Change Orders).
An engagement is formed when (a) the Client signs a written SOW or proposal, (b) the Client issues a purchase order referencing a Mpower quote, or (c) the Client provides written confirmation (including email) authorizing Mpower to begin work.
03 Client Obligations
To enable Mpower to perform the Services effectively, the Client agrees to:
- Provide timely, accurate, and complete information about its environment, systems, and requirements;
- Provide reasonable physical and remote access to facilities, equipment, and systems necessary to perform the Services;
- Designate a primary point of contact authorized to make decisions on the Client's behalf;
- Maintain current backups of all systems and data prior to any work commencing, and at regular intervals during ongoing engagements;
- Obtain all necessary licenses, permissions, and third-party authorizations required for Mpower to perform the Services;
- Notify Mpower promptly of any changes to its environment that may materially affect the Services.
The Client acknowledges that delays or inaccuracies in fulfilling these obligations may impact project timelines and may result in additional fees.
04 Fees & Payment
Invoicing
Fees for the Services will be invoiced as set forth in the applicable SOW. In the absence of a contrary written agreement, hourly engagements are invoiced bi-weekly, project engagements are invoiced 50% at engagement start and 50% upon completion or per agreed milestones, and retainer engagements are invoiced monthly in advance.
Payment Terms
Invoices are due net thirty (30) days from the invoice date unless otherwise stated. Payment may be made by ACH, check, or other methods agreed in writing. We do not accept credit cards unless expressly arranged.
Late Payment
Past-due balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Florida law. Mpower reserves the right to suspend Services and withhold deliverables until past-due balances are paid in full. The Client is responsible for all reasonable costs of collection, including attorneys' fees.
Expenses
Reasonable, pre-approved out-of-pocket expenses (including travel beyond the Bay County, FL service area, mileage, lodging, equipment rental, and shipping) will be billed at cost without markup unless otherwise agreed.
Taxes
All fees are exclusive of applicable sales, use, or other taxes, which are the Client's responsibility.
05 Change Orders
Either party may request changes to the scope, timeline, or deliverables of an engagement. No change is binding until documented in writing and accepted by both parties. Changes that materially expand the scope of work may result in adjustments to fees, schedule, or both.
06 Confidentiality
Each party may receive Confidential Information from the other in the course of an engagement. "Confidential Information" includes technical information, network diagrams, security configurations, credentials, business plans, customer data, and any other non-public information designated as confidential or that a reasonable person would understand to be confidential.
Each party agrees to (a) use Confidential Information solely for purposes of performing or receiving the Services, (b) protect it with at least the same degree of care it uses for its own confidential information (and in no case less than reasonable care), and (c) not disclose it to third parties except to employees, contractors, or agents with a need to know who are bound by similar confidentiality obligations.
This obligation survives termination of any engagement for a period of three (3) years, except that trade secrets remain protected for as long as they retain trade-secret status under applicable law.
07 Data & Security
Mpower will use commercially reasonable efforts to safeguard any Client data accessed during the Services. The Client acknowledges, however, that:
- Mpower is a consulting and engineering firm and is not a managed security service provider (MSSP) unless expressly engaged as such in writing;
- The Client retains primary responsibility for the backup, integrity, and availability of its data;
- No security control or system is impenetrable, and Mpower does not warrant that systems it designs, deploys, or audits will be free from vulnerabilities, breaches, or unauthorized access;
- The Client is solely responsible for compliance with any laws, regulations, or industry standards applicable to its data and operations (e.g., HIPAA, PCI-DSS, GDPR), unless Mpower expressly assumes such obligations in a signed agreement.
If a Client engagement involves regulated data, the Client is responsible for notifying Mpower in writing prior to engagement and for executing any required data-protection or business-associate agreements.
08 Intellectual Property
Client Materials
The Client retains all rights to materials, data, and information it provides to Mpower. The Client grants Mpower a limited, non-exclusive license to use such materials solely for purposes of performing the Services.
Deliverables
Subject to full payment of all fees, Mpower assigns to the Client all right, title, and interest in custom deliverables specifically created for the Client (such as network diagrams, configuration documentation, and assessment reports) under the SOW.
Mpower Tools & Methodologies
Mpower retains all right, title, and interest in its pre-existing methodologies, templates, scripts, tools, and know-how, including any improvements made during an engagement. The Client receives a perpetual, non-exclusive, royalty-free license to use any such items embedded in the deliverables solely for its internal business purposes.
09 Third-Party Products & Services
Mpower may recommend, procure, or configure hardware, software, and cloud services from third-party vendors (e.g., Cisco, Palo Alto Networks, Fortinet, Check Point, Aruba, Arista, Meraki, Ubiquiti). All such products and services are subject to the applicable manufacturer's or licensor's terms, warranties, and end-user license agreements.
Mpower makes no warranty, express or implied, regarding third-party products or services, and the Client's recourse for any defect in or failure of a third-party product is solely against the manufacturer or licensor. Mpower will reasonably assist the Client in pursuing manufacturer warranty claims but is not a party to those warranties.
10 Warranty Disclaimer
Mpower will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." MPOWER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MPOWER DOES NOT WARRANT THAT THE SERVICES OR ANY SYSTEM IT DESIGNS, IMPLEMENTS, OR SUPPORTS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST UNAUTHORIZED ACCESS.
The Client's sole and exclusive remedy for breach of the limited warranty above is, at Mpower's option, re-performance of the deficient Services or refund of fees paid for the deficient portion, provided the Client gives written notice of the deficiency within thirty (30) days of performance.
11 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MPOWER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF MPOWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Mpower's aggregate liability for all claims arising out of or related to any engagement, regardless of the form of action, will not exceed the total fees actually paid by the Client to Mpower for the specific Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to liability.
The limitations in this section do not apply to (a) the Client's payment obligations, (b) either party's indemnification obligations, (c) breaches of confidentiality, or (d) any liability that cannot be excluded or limited under applicable law.
12 Indemnification
The Client agrees to defend, indemnify, and hold harmless Mpower, its officers, employees, contractors, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- The Client's misuse of the Services or any deliverables;
- The Client's breach of these Terms or any applicable law;
- Inaccurate, incomplete, or misleading information provided to Mpower;
- Any content, data, or materials provided by the Client; or
- Mpower's good-faith reliance on the Client's instructions or authorizations.
13 Termination
Either party may terminate an engagement (a) for convenience upon thirty (30) days' written notice, or (b) immediately for material breach by the other party that remains uncured fifteen (15) days after written notice describing the breach.
Upon termination, the Client will pay Mpower for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature should survive termination (including Confidentiality, Intellectual Property, Warranty Disclaimer, Limitation of Liability, Indemnification, and Governing Law) will survive.
14 Non-Solicitation
During the term of any engagement and for twelve (12) months thereafter, the Client agrees not to directly or indirectly solicit for employment or hire any Mpower employee or contractor with whom the Client had material contact during the engagement, without Mpower's prior written consent. This restriction does not apply to general job postings not directed at Mpower personnel.
15 Force Majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, severe weather, hurricanes, fire, flood, pandemic, war, terrorism, civil unrest, internet or telecommunications outages, denial-of-service attacks, governmental action, or labor disputes.
16 Governing Law & Dispute Resolution
These Terms and any engagement governed by them are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties agree that the exclusive venue for any dispute will be the state or federal courts located in Bay County, Florida, and each party consents to the personal jurisdiction of those courts.
Before initiating any legal action, the parties agree to attempt in good faith to resolve any dispute through informal discussion for at least thirty (30) days. The prevailing party in any litigation will be entitled to recover reasonable attorneys' fees and costs.
17 Website Use
This website is provided for informational purposes only. Content on this website does not constitute professional advice and should not be relied upon as a substitute for an engagement with a qualified consultant.
The Mpower Consulting name, logo, shield mark, and all related trademarks are the property of Mpower Consulting. All third-party trademarks, including but not limited to Cisco, Palo Alto Networks, Fortinet, Check Point, Aruba, Arista, Meraki, and Ubiquiti, are the property of their respective owners and are referenced solely to identify the products and platforms with which we work. No endorsement or affiliation is implied beyond what is expressly stated.
You agree not to (a) attempt to gain unauthorized access to any portion of the website, (b) introduce malware or harmful code, (c) interfere with the website's operation, or (d) scrape or harvest content for unauthorized purposes.
18 General Provisions
Entire Agreement. These Terms, together with any executed SOW, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, understandings, and communications.
Order of Precedence. In the event of a conflict, the SOW controls over these Terms only as to terms it expressly addresses; otherwise these Terms control.
Independent Contractors. Mpower performs the Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Assignment. Neither party may assign these Terms or any engagement without the other party's prior written consent, except that Mpower may assign in connection with a merger, acquisition, or sale of substantially all of its assets.
Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.
Waiver. No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right.
Notices. Notices must be in writing and sent to the addresses set forth in the SOW or, if none, to the contact information published by the receiving party. Email notice is acceptable for routine communications; formal legal notices must be sent by certified mail or recognized overnight courier.
Modifications. Mpower may update these Terms from time to time by posting the revised version on this website. Changes apply prospectively to engagements entered into after the posted effective date.
19 General Disclaimer
The information provided by Mpower Consulting, whether through this website, in marketing materials, or in the course of providing Services, is intended for general informational and consultative purposes. While we strive for accuracy and currency, we make no representation or warranty of any kind, express or implied, regarding the completeness, accuracy, reliability, suitability, or availability of any information.
Cybersecurity is a rapidly evolving field. Recommendations made by Mpower reflect industry-accepted best practices at the time of engagement. The Client acknowledges that no security posture eliminates risk entirely, and that ongoing vigilance, patching, monitoring, and user training are essential to maintaining security.
Mpower is not a law firm. Nothing on this website or in any deliverable constitutes legal advice. The Client is responsible for consulting qualified legal counsel regarding compliance, regulatory, and contractual matters.
20 Contact for Legal Inquiries
Questions about these Terms or any legal matter should be directed to:
Mpower Consulting
Attn: Legal Inquiries
Panama City, Florida
Email: legal@mpowerconsulting.com