Terms of Service

These terms (“Terms”) govern the utilization of Complete Technology Solutions, LLC, hereafter referred to as CTS, products and services outlined below. By engaging in an agreement with CTS, using CTS Services, or continuing to use the Services after being notified of changes to these Terms, you accept these Terms. The General Terms are applicable to all products and services listed below provided by CTS. Depending on the services contracted via CTS, you also agree to the specific terms for each service mentioned below: CTS Managed IT | CTS Cyber Security | CTS Hosted Voice (VoIP).

General Terms: Ordering IT Services

For the purposes of these Terms of Service (TOS), an Order refers to a fully signed Quote (in electronic or paper format) provided by CTS for your acceptance. The Quote describes the subscribed services (“Services”) and their pricing, signed by the Client either manually or electronically.

Termination

The Services can be terminated with cause by either Party if the other Party:

1. Fails to fulfill its obligations materially under the Agreement and does not remedy the failure within thirty (30) days of written notice.
2. Breaches any material term or condition of these Terms and does not rectify the breach within thirty (30) days of written notice. For breaches by the Client resulting in termination, such termination is deemed an “Early Termination” without cause, subject to the Termination Fee set forth below.
3. Terminates or permanently halts its business operations unless succeeded by a permitted assignee under the Agreement.

The parties anticipate a long relationship under these Terms. CTS will expend substantial capital and labor resources to provide Client the Services contemplated hereunder, including substantial setup and support Services, which are anticipated to be recovered over time. Notwithstanding the foregoing, the Services may be terminated by Client at any time, without cause, during the agreed term for Services (an “Early Termination”). In the event of an Early Termination without cause, Client must provide CTS 30 days’ written notice (“Notice Period”) of Client’s intent to terminate Services. Services will terminate upon the expiration of the Notice Period. Furthermore, damages to CTS associated with Early Termination would be difficult or impractical to determine. Therefore, both parties agree that in the event of termination by the Client without cause, as CTS’s sole and exclusive remedy therefore, Client will pay CTS as liquidated damages, and not as a penalty, an amount equal to four times the total monthly fee set forth in the Quote or most recent monthly statement, whichever is higher (“Termination Fee”).

It is agreed that the Termination Fee does not include the current month’s fee, or any discounts as addressed below, which the Client agrees to pay CTS for in addition to the Termination Fee.

The Client agrees to retroactively reimburse all received discounts applied to the monthly fee. Promotional rates will be invalidated, and standard rates specified in the relevant TOS will be applicable for previously received discounted services, alongside liquidated damages charges.

If the Client engaged CTS in additional services beyond the monthly agreement, and such services are incomplete upon agreement termination, the Client will pay (in addition to the above liquidated damages) CTS’s standard hourly rate multiplied by the hours performed for those services.

Moreover, some Third-Party Vendors, including Microsoft, charge annual Licensing Fees. The services and products by these third-party vendors may require “per seat” licenses from CTS (e.g., Microsoft 365, Office 365). Such licenses, once purchased, cannot be canceled or transferred. Regardless of termination, the Client must pay for all applicable licenses for the entire term. Once fully paid, Client can use the applications until the license term ends, even if they switch providers.

Irrespective of termination reason, CTS will assist in an orderly termination, including transferring services to another designated entity provided all outstanding balances have been paid. The Client shall pay actual costs for such assistance.

On termination, all non-Client-owned hardware and software installed by CTS for systems/network support shall be surrendered to CTS.

Third-Party Providers

Third-party providers enhance CTS services. Clients may be bound by third-party providers’ Terms and Conditions, available upon request.

Client Representation

Client designates a representative for systems/network support authorization. This representative should ideally be present during CTS service visits. Informing CTS of representation changes two weeks ahead is the Client’s responsibility.

Pricing for Selected Services

Rate fees are valid throughout the term (unless specified). Promotional rates offer lower costs for multi-year terms. Standard Rates are in the Quote. Promotional rates can be forfeited on Early Termination (see termination section).

Fee Schedule, Payment Terms, and Out of Scope Work

1. Monthly Fees

1. Monthly Fees exclude hardware, software, equipment, supplies, and out-of-pocket expenses.
2. The first installment is due upon Agreement execution, followed by the first day of each month.
3. A one-time onboarding fee will be billed separately.
4. Client pays applicable sales and other taxes, federal, state, etc., imposed on services.
5. Informing CTS about user changes within five business days is Client’s responsibility.
6. Monthly cost is determined by base program, support features, optional modules, setup costs amortized, all outlined in the Quote.

Additional Payment Terms

2. Monthly Fees increase by 5% annually after the initial term.
3. On-site work cost is billed at standard hourly labor rate if the Agreement doesn’t cover it.
4. Invoices arrive on the 1st for the following month’s service. Payment is due Net 30 days or on the first day of the following month, whichever is earlier. Overdue payments incur 1.5% interest per month.
5. Client informs of any reductions below original minimums in writing. Travel charges may apply for on-site calls outside standard service areas.
6. Payments are via automatic ACH transfer or credit card (with additional fee).
7. Remittance Method: Payments to CTS must be made via automatic ACH transfer or credit card payment (additional convenience fee applies).

Managed IT & Cyber Services Standard Rates

CTS bundles managed IT and cybersecurity services into three unified service tiers. Each tier includes a modern cybersecurity baseline; clients select the tier appropriate to their business size, security posture, and compliance requirements. The following rates reflect non-discounted standard pricing. Promotional and discounted rates are available based on contracted term length, vertical, and service combinations, as set forth in the signed Quote.

Vertical Pricing

Standard rates apply to general SMB clients. Clients in regulated or compliance-sensitive verticals (healthcare/HIPAA, financial services/PCI-DSS, legal/confidentiality, government contractor/CMMC) are subject to vertical pricing modifiers as set forth in the signed Quote. K-12 Education clients may be billed per device rather than per user where appropriate.

Tier Inclusions

Specific service inclusions for each tier are defined in the CTS Cyber Security Services definitions below and in the signed Quote. The signed Quote is the controlling document for the Client’s specific service entitlements.

Existing Contracts

Contracts executed prior to May 31, 2026 under prior tier nomenclature (including but not limited to MSP Bronze/Silver/Gold, Cyber Bronze/Silver/Gold, or any other tier or service naming convention set forth in the executed Quote) remain in full force under the service definitions in effect at the time of execution; reference to those tiers or service names in the executed Quote shall control.

Equipment Covered

CTS will provide Client IT Services for Client’s systems/network located at the physical Service Address(es) listed in the signed Quote.

Any additional critical devices added to the systems/network at the locations covered in the Quote without the consent or acknowledgement of CTS will not be honored or supported by CTS.

CTS reserves the right to renegotiate any and all rates based on additions of locations, hardware, software, hardware support requirements, and/or changes in IT Services as well as modify the Agreement (or any portion thereof) with a 30-day notice.

Out of Scope and Limitations

To ensure that our resources will provide fast, effective service, there are some services that are not covered and therefore considered outside the scope of the Agreement. Only those Services stated in writing in the signed Quote, or any subsequent Quote are offered under the monthly rate. Client may request CTS’s assistance with any services that do not appear in the Quote and Client acknowledges that they may incur additional charges. CTS will make a reasonable effort to notify clients of any out-of-scope engagements requiring separate billing before work is initiated.

CTS IT Services Support

CTS service desk handles issues and questions. CTS staff are available Monday through Friday, 8:00 AM – 5:00 PM Arizona time. After-hours support is available with best effort and not subject to SLA.

Priority Level 1 — General Questions and Support Requests

Call (480) 605-4465 or email helpdesk@cloud-cts.com. Business hours: 8:00 AM – 5:00 PM AZ time, Monday through Friday.

Priority Level 2 — After-Hours Emergency

Emergency calls outside business hours are handled via a cascading messaging system.

Priority Level 3 — Escalated After-Hours Service Issues

No-response emergencies escalate to higher management.

Service Ticket Entry Channels

Email helpdesk@cloud-cts.com (all packages) or call (480) 605-4465 for Customer Service (if included on your order).

For all service requests, the following information must be included. Failure may result in no action being taken:

• Requester’s Company / Organization Name
• Requester’s Full Name, or Name of Person they are opening the ticket on behalf of
• Best / Preferred Call Back Number(s)
• Basic Description of the Issue (for example: “My PC can’t connect to the Internet”)
• Severity of the problem
• The applications and versions you are working with
• Any recent changes made to the computer/system/network
• Any error messages and what was processing at the time the problem occurred
• If inquiring about a request or question, a description of the request and relevant details

If the above required information is not in the email request, and the Client cannot be easily determined from the email address and message contents, the Help Desk will be unable to contact the requester, and no further action will be taken.

CTS shall provide services as defined in the Agreement during business hours, unless otherwise specified in the signed Quote and in accordance with CTS’s IT Service policies then in effect.

Customer service will create or update a ticket for each call received, whether the issue is in or out of scope of the Agreement. For requests in scope, the technician will attempt to work the issue through to resolution. If there is a need for further investigation, CTS will follow up with the caller once the triage has been completed. When out of scope additional support is needed or the call is regarding a project, CTS will assign the ticket to the appropriate escalation or project resource, and they will follow up with the requester directly. CTS’s current hourly labor rate will be billed for Out-of-Scope services.

Periodic reboots for such devices as firewalls, routers, and servers are required to apply or activate critical update patches and configuration changes. CTS’s support services within this Agreement are predicated upon the Client’s support and commitment to providing time and scheduling for network device reboots with Client’s staff and user support.

The Help Desk can receive service requests via email and any such requests will automatically generate a ticket.

If the ticket cannot be resolved remotely during standard Service Hours, a reasonable effort may be made by CTS to resolve the issue outside Service Hours, depending on availability. If Client requests support outside of Service Hours or requests work to be performed that is determined to be Out of Scope of the Agreement, the client will be billed CTS’s current hourly labor rate.

Client-Provided Backup Solutions

It is understood that Client has been fully and adequately advised and understands the importance of implementing and utilizing an enterprise backup and disaster recovery solution to protect Client’s data held within its network. If Client advises CTS that it has a backup and data recovery solution currently in place and does not choose to use CTS for this service and CTS has vetted and approved Client’s existing backup and disaster recovery solution, CTS will support Client pursuant to the terms of the Agreement herein only. Further, Client agrees to keep said approved backup solution in place throughout the duration of this Agreement and provide CTS written documentation demonstrating the same. Should the backup and disaster recovery solution expire and/or not be in place at any time during the duration of the herein Agreement, Client understands that CTS cannot be held responsible for the validity, restoration, and protection of Client’s data.

Additionally, Client accepts full responsibility for any loss of its data, regardless of the cause, and if Client requests CTS to attempt to restore the lost data, Client agrees to pay CTS its current normal hourly fee for any labor expended (including Desktop labor or for Systems, Server, and Networking labor), by CTS to restore any lost data. In addition, Client will be solely responsible for any and all associated costs for restoration of the data including but not limited to the retention or involvement of third-party data recovery experts, travel expenses, licensing costs, etc. Alternatively, if at any time during the life of this agreement the customer’s data backup solution is not working or performing adequately, CTS, at its sole determination and discretion, may elect to install its backup and disaster recovery solution and Client agrees to pay CTS its standard fee for the self-installed backup solution.

CTS Cyber Security Services

CTS cybersecurity services are bundled into each managed service tier. The following definitions describe the specific cybersecurity services CTS may provide; inclusion of any given service in the Client’s engagement is determined by the selected service tier and the signed Quote.

Cybersecurity Service Definitions:

1. Managed Antivirus & Endpoint Protection — Continuous antivirus and malware protection on covered endpoints, with centralized policy management and threat alerting.
2. Endpoint Detection & Response (EDR) — Behavioral threat detection, automated containment, and remediation on covered endpoints.
3. Email Filtering & Anti-Phishing — Inbound email filtering for spam, malware, and phishing using cloud-based email security gateway.
4. Multi-Factor Authentication (MFA) Support — Configuration, monitoring, and ongoing support of MFA for managed identity systems.
5. Email Security Configuration (DMARC) — Configuration and ongoing management of DMARC, DKIM, and SPF records for client-owned domains.
6. Dark-Web Credential Monitoring — Ongoing monitoring of public and dark web sources for exposed Client credentials, with alerting.
7. Phishing Simulation & Awareness Training — Recurring simulated phishing campaigns and security awareness training for Client end users.
8. Computer Encryption — Management of full-disk encryption (BitLocker or equivalent) on covered Windows endpoints, including recovery key escrow.
9. Continuous Vulnerability Scanning — Ongoing external vulnerability scanning of Client-facing assets with prioritized remediation reporting.
10. Quarterly Penetration Test — Externally-administered penetration test performed quarterly with findings and remediation guidance.
11. 24×7 Threat Hunting & Alert Triage — Round-the-clock Security Operations Center (SOC) monitoring with threat hunting and alert triage by trained analysts.
12. Monthly Security Posture Report — Monthly executive-level security report covering threats blocked, vulnerabilities identified, and remediation status.
13. Compliance Documentation Support — Documentation, policy templates, evidence collection, and audit preparation support for HIPAA, PCI-DSS, SOC 2, CMMC, and other compliance frameworks as applicable to the Client’s vertical.

 CTS REQUIRES Client to purchase a separate Cyber Security Insurance Policy. Failure to purchase the policy will be a material breach of these Terms. Additionally, a robust data backup system is highly recommended either through CTS or self-managed on-site backup. CTS encourages Client to subscribe to CTS Advanced Cloud Backup for Microsoft 365 (included in all tiers) as well as additional backup options where appropriate.

CTS Hosted Voice (VoIP) Services

These CTS Hosted Voice (VoIP) Services terms (the “Voice Terms”) supplement and form part of the Complete Technology Solutions, LLC (“CTS”) Terms of Service and are governed by the CTS Master Service Agreement (the “MSA”). In the event of a conflict, the order of precedence set forth in the MSA and the signed Quote or Statement of Work controls. These Voice Terms apply to any Client that subscribes to CTS hosted voice, cloud PBX, SIP trunking, fax-to-email, messaging (SMS/MMS), video meetings, AI Voice Agent, or related telephony services (collectively, the “Voice Services”).

CTS provides the Voice Services using the network, platform, and facilities of its underlying wholesale provider (the “Underlying Carrier”). Client acknowledges that the Voice Services depend on facilities and services furnished by the Underlying Carrier and other third parties, and that Client’s use of the Voice Services is also subject to the applicable terms of the Underlying Carrier, which CTS will make available on request.

1. Nature of the Service; Not Traditional Telephone Service

The Voice Services are an interconnected Voice over Internet Protocol (VoIP) service and are not a traditional landline telephone service. The Voice Services are subject to different regulatory treatment than traditional telecommunications services, which may limit or otherwise affect Client’s rights of redress before regulatory agencies. The Voice Services require a powered, functioning broadband internet connection and will not operate without one.

2. 911 Emergency Calling – Important Limitations

VoIP 911 service differs materially from, and has important limitations compared to, traditional 911 service. Client must read, complete, and sign the separate CTS VoIP 911 (E911) Service — Notice and Acknowledgment before or at the time the Voice Services are activated. That document is incorporated into these Voice Terms by reference. Client is responsible for registering and maintaining an accurate physical service address for each telephone number and device, for advising all users of the 911 limitations, and for the per-call and related charges described in that document if 911 calls are placed from an unregistered or inaccurately registered number.

3. Service Limitations

Client acknowledges that the Voice Services:

• may not support 0+, operator-assisted, collect, third-party-billing, or calling-card calls;
• may not support 311, 511, or other x11 dialing (other than 911 and, where available, 411);
• use telephone numbers that generally are not listed in telephone directories; and
• may not be compatible with all communications equipment, including security and fire-alarm systems, elevator phones, medical-alert and monitoring devices, postage meters, analog fax machines, and certain broadband modems.

Client is responsible for testing the compatibility of any such equipment and for maintaining an alternate connection where continuous operation is required.

4. Equipment and Devices

Client may purchase compatible handsets and devices from CTS or supply their own. Any Client-supplied or third-party equipment must be on the Underlying Carrier’s approved device list or otherwise approved in writing. CTS is not responsible for the performance, compatibility, security, warranty, or support of equipment CTS did not supply, or for any interruption of the Voice Services arising from Client’s broadband connection, network, modem, or power. Devices purchased from CTS carry only the applicable manufacturer’s warranty. Client bears the risk of loss, theft, or damage to devices and is responsible for all use of the Voice Services through Client’s devices, including through lost or stolen devices, until Client notifies CTS in writing.

5. Acceptable Use

Client will use the Voice Services only for lawful purposes and in compliance with all applicable laws, regulations, and industry codes, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), Do-Not-Call requirements, STIR/SHAKEN caller-identity authentication requirements, and applicable 10DLC/A2P messaging registration requirements. Client will not use the Voice Services for illegal robocalling or autodialing, unlawful telemarketing, unsolicited mass outreach, fraud, harassment, caller-ID spoofing, or any activity that infringes the rights of others or that may impose liability on CTS or the Underlying Carrier. CTS may suspend or terminate the Voice Services immediately, without notice, for violation of this section, and Client is responsible for ensuring that its users comply.

6. Toll Fraud and Unauthorized Use

Client is solely responsible for all charges arising from use of the Voice Services on Client’s account, including usage by unauthorized users and usage resulting from compromise, hacking, or misconfiguration of Client’s equipment or network. Client may not dispute charges on the basis that some or all usage was unauthorized. Client is strongly advised to implement and maintain reasonable security controls — including strong credentials, restriction of international calling where not required, and usage monitoring — and to notify CTS immediately of any suspected unauthorized use or device theft. International calling, where enabled, is provided without guarantee of delivery and may be rate-limited or blocked.

7. Telephone Numbers and Porting

Telephone numbers (DIDs) are assigned for Client’s use during the term and are not owned by Client. Number porting — including preparation and submission of Letters of Authorization and RespOrg requests — is handled through the CTS-branded self-service portal. Client is responsible for the accuracy of porting information and for the delivery of a valid calling party number (CPN) for each outbound call. Upon termination, and provided Client’s account is current, CTS will reasonably cooperate with port-out requests for numbers eligible to port.

8. Taxes, Regulatory Fees, and Surcharges

Charges for the Voice Services are exclusive of taxes, regulatory fees, and surcharges. Applicable federal, state, and local taxes, the Federal Universal Service Fund (FUSF) and other reservice ands, 911/E911 surcharges, and regulatory-recovery and administrative surcharges are calculated and itemized on Client’s invoice through CTS’s branded billing portal and its built-in tax-automation service, and are billed to and payable by Client in addition to the Voice Services charges. These taxes, fees, and surcharges may change without notice in accordance with applicable law and carrier requirements and are not subject to dispute on the basis that they are passed through. Surcharges designated as administrative or regulatory-recovery fees are separate from governmental taxes and are not subject to tax exemption. If Client claims exemption from any tax or fee, Client must provide CTS a valid exemption certificate before the exemption can be applied.

9. Call Recording, Transcription, and Monitoring

Where Client enables call recording, voicemail transcription, sentiment analysis, or similar features, Client is solely responsible for compliance with all applicable recording-consent and electronic-surveillance laws. While Arizona is a one-party-consent jurisdiction, calls placed to or received from parties located in other states may be subject to all-party (two-party) consent requirements; Client is responsible for providing any required notices and obtaining any required consents. CTS and Client will protect Customer Proprietary Network Information (CPNI) in accordance with applicable FCC rules. Client acknowledges that the Underlying Carrier may monitor or audit use of the Voice Services for operational, security, legal, and compliance purposes, and Client will inform its users accordingly.

10. AI Voice Agent Services

If Client subscribes to CTS AI Voice Agent services (the “AI Services”), the following additional terms apply:

• Client will comply with all applicable artificial-intelligence disclosure requirements, including FCC rules governing AI-generated or artificial voices in calls and applicable state conversational-AI (“bot”) disclosure laws, and will clearly disclose, where required, that a communication is conducted by or with the assistance of an AI agent.
• Consent and Calling Laws. Client is solely responsible for obtaining all consents required under the TCPA, the TSR, and applicable FCC and state laws for AI-assisted or automated calls and messages, and for honoring Do-Not-Call obligations. The AI Services may not be used for illegal robocalling, automated telemarketing in violation of law, deceptive or fraudulent content, or unsolicited mass outreach.
• Voice Cloning and Synthetic Voices. Client will obtain all necessary rights, licenses, and express written consents for any voice submitted or cloned and will not use any cloned or synthetic voice to deceive, defraud, impersonate, or otherwise mislead listeners regarding whether they are interacting with a real person.
• Content and Oversight. Client is solely responsible for the accuracy, legality, and appropriateness of the prompts, knowledge-base content, scripts, and configurations it provides, for any reliance on AI output, and for implementing reasonable human review and controls where appropriate.
• Acceptable Use. Client will not use the AI Services to generate content that is unlawful, harassing, hateful, harmful, obscene, or deceptive; to impersonate a person without disclosure; to influence political processes or campaigns; or to generate or distribute malicious code.

11. Service Availability

The Voice Services are provided on a commercially reasonable-efforts basis. Voice quality and availability depend on factors outside CTS’s control, including Client’s internet connection, local network, and power supply. Except for any service-level commitments expressly stated in Client’s signed Quote or Statement of Work, or in Section 2.9 of the MSA with respect to telephony expressly identified as a CTS-managed service, the Voice Services are not subject to a separate uptime or service-level guarantee. The Underlying Carrier may perform scheduled or emergency maintenance and may suspend the Voice Services in exigent circumstances, with or without advance notice.

12. Relationship with the Underlying Carrier; No Third-Party Rights

Client’s contractual relationship for the Voice Services is solely with CTS. Client and its users have no contractual rights or remedies against the Underlying Carrier, which is not a party to the agreement between CTS and Client and is not liable to Client or its users. CTS’s remedies and liability to Client are as set forth in the MSA.

13. Disclaimers and Indemnification

The Voice Services are provided “as is” and “as available” to the fullest extent permitted by law, subject to the warranty, disclaimer, and limitation-of-liability provisions of the MSA. Client will defend, indemnify, and hold harmless CTS and the Underlying Carrier from any claim, loss, fine, or liability arising from: (a) Client’s or its users’ failure to register or maintain an accurate 911 service address, or any 911 outage, mis-route, or failure; (b) Client’s or its users’ violation of law or of these Voice Terms, including the acceptable-use, toll-fraud, recording-consent, and AI provisions above; (c) equipment Client supplied; and (d) the content of any communication transmitted using the Voice Services. The 911-related disclaimers and indemnities set forth in the separate E911 Notice and Acknowledgment also apply.

14. Incorporation

These Voice Terms are part of the CTS Terms of Service and are governed by and incorporated into the MSA and the applicable signed Quote or Statement of Work. Capitalized terms not defined here have the meanings given in the MSA or Terms of Service.