Terms & Conditions
Effective Date: January 1, 2026 • BeCloud LLC • Last Updated: February 2026
These Terms and Conditions ("Terms") govern the relationship between BeCloud LLC ("BeCloud," "we," "us," or "our") and the client ("Client," "you," or "your") with respect to all services, invoices, and engagements. By accepting an invoice, signing a Statement of Work, or using BeCloud's services, you agree to be bound by these Terms.
1. Services
BeCloud provides managed IT services, cloud consulting, cybersecurity, compliance advisory, and Technology Assurance as a Service (TAaS), among other professional technology services. The specific scope, deliverables, and service levels applicable to each engagement are defined in the applicable Statement of Work (SOW), Managed Services Agreement (MSA), or Order Form, which are incorporated into and governed by these Terms. In the event of a conflict between these Terms and a signed MSA or SOW, the terms of the signed MSA or SOW shall control.
2. Payment Terms
All invoices are due within 30 days of the invoice date unless otherwise specified in writing.
- Invoices not paid within 30 days are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance.
- Client must notify BeCloud of any disputed charges in writing within 10 business days of the invoice date. Undisputed amounts remain due as stated.
- BeCloud reserves the right to suspend or terminate services if an account is more than 30 days past due, without liability to the Client.
- All fees are exclusive of applicable taxes, which are the sole responsibility of the Client.
- For annual or multi-month contracts, prepaid fees are non-refundable upon early termination by Client except as expressly provided in a signed MSA.
3. Recurring Services & Termination
Managed services and subscription-based engagements renew automatically on a month-to-month basis unless either party provides written notice of cancellation at least 30 days prior to the end of the then-current term. For annual contracts, cancellation terms are governed by the applicable MSA or SOW. Cancellation does not relieve Client of any outstanding payment obligations for services already rendered or for the remainder of a committed contract term.
4. Confidentiality
Both parties agree to hold in confidence all non-public information disclosed by the other party in connection with the services ("Confidential Information") and to use such information solely for the purposes of the engagement. This obligation survives termination for a period of 3 years. This section does not apply to information that is publicly known, independently developed, or required to be disclosed by law or regulatory authority.
BeCloud acknowledges its obligations under applicable data privacy laws, including HIPAA where services are provided to covered entities or business associates. BeCloud will execute a Business Associate Agreement (BAA) when required prior to the handling of any Protected Health Information (PHI). Nothing in these Terms limits BeCloud's obligations under applicable federal privacy law.
5. Intellectual Property
Upon receipt of full payment, Client owns all custom deliverables created specifically for Client under a signed SOW. BeCloud retains all rights to its proprietary tools, methodologies, templates, frameworks, pre-existing intellectual property, and any general knowledge or know-how developed in the course of performing services. BeCloud may reference Client's name and a general description of services for marketing purposes unless Client requests otherwise in writing.
6. Acceptable Use
Client agrees not to use BeCloud's services, platforms, or infrastructure to:
- Engage in any unlawful, fraudulent, or abusive activity;
- Violate the terms of service of any third-party platform, including Amazon Web Services, Microsoft, or other cloud providers;
- Transmit malicious code, conduct unauthorized access attempts, or interfere with network security;
- Store or process data in a manner inconsistent with applicable law or agreed compliance frameworks.
BeCloud reserves the right to immediately suspend services upon discovery of a material acceptable use violation, without liability to Client.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BECLOUD'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO BECLOUD IN THE 60 DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL BECLOUD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The liability cap in this section does not apply to damages arising from BeCloud's gross negligence or willful misconduct, or to indemnification obligations set forth herein, to the extent such exclusion is required by applicable law.
Client acknowledges that BeCloud's fees reflect the allocation of risk set forth in this section, and that BeCloud would not provide services at such fees absent these limitations. Client is encouraged to maintain appropriate cyber liability, errors and omissions, and business interruption insurance coverage.
8. Service Levels & Remedies
Where service level agreements (SLAs) are defined in a signed MSA or SOW, Client's sole and exclusive remedy for BeCloud's failure to meet such SLAs shall be the service credits or remedies expressly stated in that agreement. SLA credits do not constitute a waiver of fees and shall not be construed as an admission of liability. BeCloud does not warrant that services will be uninterrupted or error-free.
9. Warranties & Disclaimers
BeCloud warrants that services will be performed in a professional and workmanlike manner consistent with reasonable industry standards. EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Indemnification
Client agrees to indemnify, defend, and hold harmless BeCloud LLC and its officers, employees, contractors, and agents from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's misuse of the services; (b) Client's violation of these Terms or applicable law; (c) any third-party claims resulting from Client's data, content, or instructions provided to BeCloud; or (d) Client's failure to obtain required consents for data processed on Client's behalf.
11. Dispute Resolution
In the event of a dispute, the parties agree to first attempt resolution through good faith negotiation for a period of 30 days following written notice of the dispute. If the dispute is not resolved within that period, either party may pursue its available legal remedies. These Terms are governed by the laws of the State of Mississippi, without regard to conflict of law provisions. Any litigation shall be subject to the exclusive jurisdiction of the state and federal courts located in Hinds County, Mississippi. The prevailing party in any legal action shall be entitled to recover reasonable attorneys' fees and costs.
12. Force Majeure
BeCloud shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemic, internet or telecommunications outages, cyberattacks on third-party infrastructure, or other events outside BeCloud's direct operational control, provided BeCloud promptly notifies Client and uses commercially reasonable efforts to resume performance.
13. Modifications to Terms
BeCloud reserves the right to update these Terms at any time with 30 days' prior written notice to active clients. Updated Terms will be posted at this URL with a revised effective date. Continued use of BeCloud's services following the effective date of updated Terms constitutes acceptance. If Client objects to material changes, Client may terminate affected services with written notice prior to the effective date without early termination penalty.
14. Entire Agreement
These Terms, together with any applicable SOW, MSA, or Order Form, constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings. These Terms do not create an employment, partnership, or joint venture relationship. If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect.
15. Contact Information
For billing inquiries, legal notices, or questions regarding these Terms, please contact:
BeCloud LLC
Mississippi's AWS Advanced Tier Services Partner
Email: sales@becloudit.com
Phone: 601.414.9600
Address: (653 North State Street Jackson MS. 39202)
Website: www.becloudit.com
© 2026 BeCloud LLC. All rights reserved. This document does not constitute legal advice. BeCloud recommends review by qualified Mississippi-licensed legal counsel. This Terms page serves as a general reference.
Terms & Conditions
Effective Date: January 1, 2026 • BeCloud LLC • Last Updated: February 2026
These Terms and Conditions ("Terms") govern the relationship between BeCloud LLC ("BeCloud," "we," "us," or "our") and the client ("Client," "you," or "your") with respect to all services, invoices, and engagements. By accepting an invoice, signing a Statement of Work, or using BeCloud's services, you agree to be bound by these Terms.
1. Services
BeCloud provides managed IT services, cloud consulting, cybersecurity, compliance advisory, and Technology Assurance as a Service (TAaS), among other professional technology services. The specific scope, deliverables, and service levels applicable to each engagement are defined in the applicable Statement of Work (SOW), Managed Services Agreement (MSA), or Order Form, which are incorporated into and governed by these Terms. In the event of a conflict between these Terms and a signed MSA or SOW, the terms of the signed MSA or SOW shall control.
2. Payment Terms
All invoices are due within 30 days of the invoice date unless otherwise specified in writing.
- Invoices not paid within 30 days are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance.
- Client must notify BeCloud of any disputed charges in writing within 10 business days of the invoice date. Undisputed amounts remain due as stated.
- BeCloud reserves the right to suspend or terminate services if an account is more than 30 days past due, without liability to the Client.
- All fees are exclusive of applicable taxes, which are the sole responsibility of the Client.
- For annual or multi-month contracts, prepaid fees are non-refundable upon early termination by Client except as expressly provided in a signed MSA.
3. Recurring Services & Termination
Managed services and subscription-based engagements renew automatically on a month-to-month basis unless either party provides written notice of cancellation at least 30 days prior to the end of the then-current term. For annual contracts, cancellation terms are governed by the applicable MSA or SOW. Cancellation does not relieve Client of any outstanding payment obligations for services already rendered or for the remainder of a committed contract term.
4. Confidentiality
Both parties agree to hold in confidence all non-public information disclosed by the other party in connection with the services ("Confidential Information") and to use such information solely for the purposes of the engagement. This obligation survives termination for a period of 3 years. This section does not apply to information that is publicly known, independently developed, or required to be disclosed by law or regulatory authority.
BeCloud acknowledges its obligations under applicable data privacy laws, including HIPAA where services are provided to covered entities or business associates. BeCloud will execute a Business Associate Agreement (BAA) when required prior to the handling of any Protected Health Information (PHI). Nothing in these Terms limits BeCloud's obligations under applicable federal privacy law.
5. Intellectual Property
Upon receipt of full payment, Client owns all custom deliverables created specifically for Client under a signed SOW. BeCloud retains all rights to its proprietary tools, methodologies, templates, frameworks, pre-existing intellectual property, and any general knowledge or know-how developed in the course of performing services. BeCloud may reference Client's name and a general description of services for marketing purposes unless Client requests otherwise in writing.
6. Acceptable Use
Client agrees not to use BeCloud's services, platforms, or infrastructure to:
- Engage in any unlawful, fraudulent, or abusive activity;
- Violate the terms of service of any third-party platform, including Amazon Web Services, Microsoft, or other cloud providers;
- Transmit malicious code, conduct unauthorized access attempts, or interfere with network security;
- Store or process data in a manner inconsistent with applicable law or agreed compliance frameworks.
BeCloud reserves the right to immediately suspend services upon discovery of a material acceptable use violation, without liability to Client.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BECLOUD'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO BECLOUD IN THE 60 DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL BECLOUD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The liability cap in this section does not apply to damages arising from BeCloud's gross negligence or willful misconduct, or to indemnification obligations set forth herein, to the extent such exclusion is required by applicable law.
Client acknowledges that BeCloud's fees reflect the allocation of risk set forth in this section, and that BeCloud would not provide services at such fees absent these limitations. Client is encouraged to maintain appropriate cyber liability, errors and omissions, and business interruption insurance coverage.
8. Service Levels & Remedies
Where service level agreements (SLAs) are defined in a signed MSA or SOW, Client's sole and exclusive remedy for BeCloud's failure to meet such SLAs shall be the service credits or remedies expressly stated in that agreement. SLA credits do not constitute a waiver of fees and shall not be construed as an admission of liability. BeCloud does not warrant that services will be uninterrupted or error-free.
9. Warranties & Disclaimers
BeCloud warrants that services will be performed in a professional and workmanlike manner consistent with reasonable industry standards. EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Indemnification
Client agrees to indemnify, defend, and hold harmless BeCloud LLC and its officers, employees, contractors, and agents from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's misuse of the services; (b) Client's violation of these Terms or applicable law; (c) any third-party claims resulting from Client's data, content, or instructions provided to BeCloud; or (d) Client's failure to obtain required consents for data processed on Client's behalf.
11. Dispute Resolution
In the event of a dispute, the parties agree to first attempt resolution through good faith negotiation for a period of 30 days following written notice of the dispute. If the dispute is not resolved within that period, either party may pursue its available legal remedies. These Terms are governed by the laws of the State of Mississippi, without regard to conflict of law provisions. Any litigation shall be subject to the exclusive jurisdiction of the state and federal courts located in Hinds County, Mississippi. The prevailing party in any legal action shall be entitled to recover reasonable attorneys' fees and costs.
12. Force Majeure
BeCloud shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemic, internet or telecommunications outages, cyberattacks on third-party infrastructure, or other events outside BeCloud's direct operational control, provided BeCloud promptly notifies Client and uses commercially reasonable efforts to resume performance.
13. Modifications to Terms
BeCloud reserves the right to update these Terms at any time with 30 days' prior written notice to active clients. Updated Terms will be posted at this URL with a revised effective date. Continued use of BeCloud's services following the effective date of updated Terms constitutes acceptance. If Client objects to material changes, Client may terminate affected services with written notice prior to the effective date without early termination penalty.
14. Entire Agreement
These Terms, together with any applicable SOW, MSA, or Order Form, constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings. These Terms do not create an employment, partnership, or joint venture relationship. If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect.
15. Contact Information
For billing inquiries, legal notices, or questions regarding these Terms, please contact:
BeCloud LLC
Mississippi's AWS Advanced Tier Services Partner
Email: sales@becloudit.com
Phone: 601.414.9600
Address: (653 North State Street Jackson MS. 39202)
Website: www.becloudit.com
© 2026 BeCloud LLC. All rights reserved. This document does not constitute legal advice. BeCloud recommends review by qualified Mississippi-licensed legal counsel. This Terms page serves as a general reference.