JMH Networks LLC – Standard Terms and Conditions – Rev. June 2025
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1. Overview
The following Standard Terms and Conditions are part of your contract with JMH Networks LLC (“JMH Networks,” “we,” “our,” or “us”). These terms are in addition to any terms provided elsewhere. If any term of any sales proposal, contract, schedule, exhibit, or statement of work (“SOW”) conflicts with a term stated here, these Standard Terms and Conditions will control unless the conflicting document expressly states it overrides them.
Each SOW issued under this Agreement shall describe the specific deliverables, schedule, and acceptance criteria applicable to that project. JMH Networks performs all services as an independent contractor, and nothing herein shall be construed to create an employment, partnership, or joint-venture relationship.
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2. Change Orders
If, after JMH Networks begins work, you decide to modify the project scope, deliverables, or schedule, you must provide written change instructions. Any costs we incur due to revised or additional work—including rework or abandoned work—will be billed as a reasonable additional charge consistent with the new scope and original pricing structure.
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3. Payment and Invoicing
Payment is due within thirty (30) days of the invoice date. Unpaid balances are subject to a 1.5% monthly late fee. If payment is not received when due, JMH Networks may suspend work without notice. Suspension does not waive our rights to collect payment or resume work upon settlement. We reserve the right to require prepayment following any late payment.
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4. Right to Stop Work
If charges are not timely paid, JMH Networks may, without notice, stop work. Failure to exercise this right at any time does not waive our right to do so later. We are not obligated to extend credit unless agreed in writing.
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5. Termination
Either party may terminate this Agreement with 30 days’ written notice. Upon termination, Client shall pay JMH Networks for all work performed and materials procured up to the effective termination date.
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6. Force Majeure
JMH Networks shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including but not limited to acts of God, labor disputes, material shortages, supply chain disruptions, war, natural disasters, or government actions.
7. Attorneys’ Fees, Costs, and Expert Fees
In any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expert witness fees, whether or not litigation ensues.
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8. Waiver and Limitation of Liability
You must notify JMH Networks within ten (10) days of discovering any issue with our services. Failure to do so waives any related claim.
JMH Networks’ liability for any failure of its work to perform as intended shall be limited to the reasonable cost of correction, and we shall be given an opportunity to make such correction.
In no event shall JMH Networks be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, data loss, or business interruption. The maximum liability under this Agreement shall not exceed the total fees paid in the preceding twelve (12) months, excluding recurring support or subscription fees.
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9. Indemnification
Each party agrees to defend, indemnify, and hold the other harmless from and against all claims, damages, expenses, and attorney fees incurred as a result of following the indemnifying party’s instructions or acting on information provided by that party in connection with this Agreement.
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10. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary information and trade secrets obtained during their business relationship. Exceptions apply if the information:
(a) is publicly available without breach of this Agreement;
(b) was lawfully received from another source without restriction; or
(c) was independently developed.
All confidential materials must be returned or securely destroyed upon request, except where such information forms part of the deliverables due to the Client.
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11. Client Data
a. Ownership. JMH Networks acknowledges that Client retains all right, title, and interest in its data.
b. Processing. We will process Client Data only as necessary to fulfill our contractual obligations and in compliance with all applicable Privacy and Data Security Laws.
c. Data Location. JMH Networks will not process or store Client Data outside the United States.
d. Access and Disclosure. Client Data shall only be accessed by authorized personnel bound by confidentiality agreements and used solely for the performance of this Agreement.
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12. Data Protection and Safeguards
a. Security Measures. JMH Networks shall maintain appropriate administrative, technical, and physical safeguards to protect Client Data from unauthorized access or disclosure.
b. Data Integrity. We will maintain controls to ensure the integrity, availability, and accuracy of Client Data.
c. Business Continuity. JMH Networks maintains business continuity and disaster recovery procedures to protect against data loss.
d. Return or Destruction. Upon project completion or request, Client Data will be securely returned or destroyed unless retention is required by law.
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13. Data Security Incidents
In the event of a data security incident, JMH Networks will notify the Client within 24 hours of becoming aware of the event, including the nature of the breach, data affected, mitigation steps, and applicable obligations. We will cooperate fully in the investigation and remediation.
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14. Ownership of Deliverables
All work product, configurations, code, and documentation produced by JMH Networks shall remain our property until all invoices have been paid in full, at which time ownership transfers to the Client.
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15. Non-Solicitation
Client agrees not to directly or indirectly solicit, recruit, or hire any JMH Networks employee, contractor, or consultant involved in the delivery of services under this Agreement for a period of twelve (12) months following completion of the project.
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16. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Any disputes arising hereunder shall be resolved exclusively in the courts of Will County, Illinois.
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17. Entire Agreement
This Agreement, together with any applicable Statement(s) of Work, constitutes the entire understanding between the parties and supersedes all prior agreements or communications, whether written or oral.