Terms of service.

These Terms of Service form an agreement between ShiftCTRL (“we,” “us,” the firm) and you (“Client,” “you”) when you engage us for network engineering services or use shiftctrl.net.

Specific engagements may be governed by an additional Statement of Work (SOW). Where an SOW conflicts with these Terms, the SOW controls for that engagement only.

Engagement

A defined piece of work scoped through an SOW or written agreement.

Deliverable

A document, configuration, or installed system the SOW commits us to produce.

On-site

Work performed at a Client-controlled location.

Tri-state area

The New York tri-state area: the five boroughs of New York City, Long Island (Nassau and Suffolk counties), Northern New Jersey, Westchester County, and Connecticut.

The firm offers network engineering and adjacent disciplines. Each engagement is scoped before work begins and the scope is recorded in the SOW.

• Network design — topology, equipment selection, RF planning, VLAN and IP design.
• Cabling and rack builds — pathways, terminations, labeling, as-built records.
• Deployment and configuration of network equipment, security cameras, and access control.
• Network diagnostics and remediation.
• Managed services and ongoing operational support.
• Custom software where the off-the-shelf tool does not exist.

Out-of-scope items are quoted as change orders before they are performed. We do not make changes that can disrupt service on a live system without your written authorization, even where the change appears trivial.

We warrant that services will be performed in a workmanlike manner consistent with professional engineering practice. The warranty period is 90 days from the date the engagement is closed in writing.

• Configuration errors attributable to us are corrected at no additional charge during the warranty period.
• Equipment carries the manufacturer's warranty; we coordinate RMAs on your behalf.
• The warranty does not cover damage from misuse, environmental conditions outside spec, third-party modifications, or operation of equipment with firmware we have advised against.

Except for the express warranty in this section, we disclaim all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, to the maximum extent permitted by law.

To the maximum extent permitted by law, our total cumulative liability for any claim arising out of or related to an engagement is limited to the fees paid by the Client to ShiftCTRL for that engagement during the twelve months preceding the event giving rise to the claim.

We are not liable for indirect, incidental, special, consequential, or punitive damages, loss of profits, loss of data, or business interruption — even if advised of the possibility. We are not liable for outages or service issues attributable to internet service providers, utility outages, third-party SaaS, force-majeure events, or Client-supplied equipment.

Nothing in this section limits liability that cannot be limited under applicable law, such as for fraud, willful misconduct, or gross negligence.

Custom deliverables produced for an engagement — bespoke configurations, network designs, as-built drawings, and engagement-specific software — are licensed to the Client for internal use upon payment in full of the related invoice. The license is perpetual, non-exclusive, and non-transferable.

The firm's underlying methods, generic templates, in-house tooling (including Foresight), and any improvements we make to our internal systems remain the property of ShiftCTRL. Nothing in an engagement transfers ownership of the firm's pre-existing intellectual property to the Client.

Each party will treat the other's non-public information as confidential and will use it only for the purpose of the engagement. The obligation continues for three years after the engagement closes for ordinary commercial information, and for as long as the information remains a trade secret for trade-secret information.

Confidentiality does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before disclosure, is independently developed without reference to the disclosing party's information, or that the law requires to be disclosed.

Changes to scope, deliverables, or schedule are handled as written change orders. A change order describes the change, its impact on price and timeline, and is countersigned before the change is performed. We may decline a change order that would conflict with the engagement's safety, technical integrity, or our professional obligations.

Either party may terminate an engagement for material breach if the breach is not cured within 15 days of written notice. A party may terminate for convenience by written notice with the period required by the SOW (30 days for ongoing managed services, otherwise as specified).

On termination the Client pays for work performed and equipment procured to the date of termination. Non-returnable equipment is the Client's. Sections that by their nature should survive termination — including IP, confidentiality, liability, and dispute resolution — survive.

Disputes are first addressed through good-faith negotiation between the parties. If the dispute is not resolved within 30 days of written notice, it is settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in New York County, New York. Each party bears its own fees and costs in the arbitration unless the arbitrator awards otherwise. Either party may seek injunctive relief in court for unauthorized use of confidential information or intellectual property.

These Terms are governed by the laws of the State of New York without regard to conflict-of-laws principles. The exclusive venue for any matter not subject to arbitration is the state or federal courts located in New York County, New York. The parties consent to personal jurisdiction in those courts.

We may revise these Terms from time to time. The effective date at the top of this page is the date of the current version. Material changes are summarized in a brief change log on first publication. The version in force on the date an engagement's SOW is signed governs that engagement; subsequent revisions apply to engagements commenced after the revision's effective date.