Sherpas IT Terms of Service.
Last updated: January 2026
These Terms of Service ("Terms") govern your access to and use of the websites, services, and support provided by Sherpas IT ("Sherpas IT," "we," "us," or "our"). By accessing our website, requesting a proposal or quote, or ordering or using our services, you ("you" or "your") agree to these Terms. If you do not agree, please do not use our website or services.
These Terms are a legal agreement between you and Sherpas IT. Please read them carefully.
1. How our engagements work
These Terms are the general framework for all of our services. The specific services, deliverables, fees, and timelines for a given engagement are described in a written proposal, order, or Statement of Work ("SOW") that we and you agree to. Each SOW is governed by and incorporates these Terms.
These Terms by themselves do not obligate us to perform, or you to purchase, any particular services — work is ordered through a SOW. If there is a conflict between these Terms and a signed SOW, these Terms control, except where the SOW expressly states that it modifies a specific section of these Terms for that engagement only.
2. Changes to these Terms
We may update these Terms from time to time. When we do, we will post the revised Terms with a new "Last updated" date. Changes apply to your use of our website and to new engagements from the date they are posted. For an active engagement already governed by a signed SOW, the version of these Terms in effect when that SOW was signed continues to apply unless we both agree otherwise in writing. Your continued use of our website or services after an update means you accept the revised Terms.
3. Use of our website
Our website and its content — text, graphics, logos, and design — are owned by Sherpas IT or our licensors and are protected by intellectual property laws. We grant you a limited, revocable license to view the site for your own informational and business purposes. You agree not to copy, scrape, resell, or misuse the site or its content, interfere with its operation, or use it for any unlawful purpose.
Information on our website is general and provided for convenience. It is not a binding offer, and it does not by itself create a services relationship or guarantee any particular service terms, which are set out in a SOW.
4. Our services
We perform our services in a professional and workmanlike manner, consistent with generally accepted industry practices, using appropriately qualified personnel.
Where a SOW or service schedule includes service-level targets — for example, response targets by severity — those targets are our service-level commitments for that engagement, and any service credits described there are your exclusive remedy for a missed target. Unless a SOW states otherwise, we classify incidents as P1 (critical / service down), P2 (degraded), P3 (non-urgent), or P4 (informational), with response targets set out in the applicable schedule.
5. Your responsibilities
To let us deliver the services, you agree to: designate a contact authorized to make decisions and approve changes; provide timely access to the facilities, systems, networks, credentials, and personnel we reasonably need; maintain valid licenses and subscriptions for software you own; implement reasonable recommendations that are prerequisites to a service level or warranty (our obligations are excused to the extent you decline a documented prerequisite); keep your own independent record of your critical credentials; and use the services in compliance with applicable law and the acceptable-use terms of any underlying providers.
6. Fees, invoicing, and payment
Where you have an active SOW, you agree to pay the fees stated in it. Unless the SOW says otherwise, recurring fees are billed monthly in advance; usage-based and time-and-materials fees are billed monthly in arrears; and project or milestone fees are billed as stated in the SOW.
Undisputed invoices are due within fifteen (15) days of the invoice date. Past-due undisputed amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and you agree to reimburse reasonable costs of collection, including attorneys' fees. If you dispute an invoice in good faith, tell us in writing within ten (10) days of the invoice date and pay all undisputed amounts when due; we will work with you to resolve the dispute promptly.
Pre-approved, reasonable out-of-pocket expenses (including travel) are reimbursed at cost unless the SOW states otherwise. We may adjust recurring rates effective at a renewal term on at least sixty (60) days' notice, and cost increases from third-party products may be passed through when they take effect, with notice.
7. Taxes
Fees are exclusive of sales, use, excise, telecommunications, and similar taxes. You are responsible for all such taxes except taxes on our net income. Where a tax exemption applies, you will provide a valid exemption certificate.
8. Third-party products and services
Some engagements involve hardware, software, subscriptions, licenses, cloud services, or carrier services supplied by third parties ("Third-Party Products"). Third-Party Products are governed by the applicable third party's terms, licenses, and service levels, which are passed through to you. We do not warrant Third-Party Products beyond the warranties (if any) the third party provides and passes through, and we are not responsible for the acts, omissions, outages, or discontinuation of Third-Party Products — though we will use commercially reasonable efforts to help you pursue available remedies. You are responsible for maintaining adequate licenses for the software you use.
9. Changes to a SOW
Any change to the scope, schedule, or fees of a SOW must be documented in a written change order agreed by both of us. We are not obligated to perform out-of-scope work until a change order is agreed, and we may pause dependent work pending a needed change order without being in breach.
10. Confidentiality
Each of us may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, network and security configurations, credentials, and your data ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and contractors with a need to know who are bound by comparable confidentiality obligations.
Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already rightfully known, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information as required by law or valid legal process, with reasonable prior notice where lawful. Security-sensitive materials — such as network diagrams, firewall rule sets, and credential structures — are Confidential Information of the owning party and will not be disclosed to third parties without consent.
11. Data protection and security
We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect your data against unauthorized access, use, or disclosure, appropriate to the nature of the services. We access and use your data only to provide the services and as you otherwise permit in writing.
If we confirm a security breach affecting your personal information, we will notify you without undue delay and within the time reasonably necessary for you to meet your legal obligations. We recognize that Washington law (RCW 19.255.010) generally requires notice to affected Washington residents in the most expedient time possible and within thirty (30) days of discovery, and notice to the Washington Attorney General where more than 500 Washington residents are affected. We will cooperate with you in good faith on breach response.
Where a SOW includes backup or business-continuity services, we will perform them as described. Backups are a mitigation, not a guarantee against all data loss; recovery objectives are as stated in the applicable schedule, and responsibility for your data-retention policy remains with you. On termination of an engagement, we will make your data available for export for at least thirty (30) days in a commercially standard format, after which we may delete it subject to legal retention requirements.
If your environment involves regulated data — such as protected health information (HIPAA), payment-card data (PCI-DSS), or criminal justice information — additional agreements and safeguards may be required and will be addressed separately.
12. Intellectual property
Each of us keeps ownership of intellectual property we owned before an engagement or develop independently of it. We retain ownership of our tools, templates, methodologies, know-how, scripts, and general-purpose components ("Sherpas IT Materials").
Subject to full payment, we assign to you ownership of the custom deliverables we create specifically for you and expressly identify as yours in a SOW. Until we are paid in full, all rights in the deliverables remain with us. To the extent any Sherpas IT Materials are embedded in a deliverable, we grant you a non-exclusive, perpetual, royalty-free license to use them as part of that deliverable for your internal business purposes. Deliverables may include open-source or third-party components licensed under their own terms, which are passed through to you. We may use our general knowledge, skills, and experience, and any non-confidential feedback, to improve our services.
13. Warranties and disclaimers
We warrant that our services will be performed in a professional and workmanlike manner. Your exclusive remedy for a breach of this warranty is re-performance of the deficient services, provided you notify us within thirty (30) days of the deficient work.
Except as expressly stated in these Terms, our website, services, and deliverables are provided "as is," and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that services will be uninterrupted or error-free or that all security risks will be eliminated.
14. Limitation of liability
Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.
Except for the Excluded Claims below, each party's total aggregate liability arising out of or related to these Terms or an engagement will not exceed the total fees paid or payable to us under the applicable SOW in the twelve (12) months before the event giving rise to the claim.
The exclusions and cap above do not apply to ("Excluded Claims"): your payment obligations; a party's breach of confidentiality; a party's indemnification obligations; or liability that cannot be limited under applicable law.
15. Indemnification
We will defend and indemnify you against third-party claims to the extent arising from our gross negligence or willful misconduct, or from an allegation that a deliverable we created infringes a third party's intellectual property (excluding infringement arising from materials or specifications you provide, or from third-party or open-source components).
You will defend and indemnify us against third-party claims to the extent arising from your data or materials, your use of the services in violation of law or third-party terms, or your breach of your responsibilities under these Terms. The party seeking indemnification will give prompt notice, allow the other to control the defense with counsel reasonably acceptable, and cooperate.
16. Insurance
We maintain commercially reasonable insurance for a business of our size and services, which may include commercial general liability, professional liability (errors & omissions), cyber liability, and workers' compensation as required by law. We will provide a certificate of insurance on request.
We recommend that you maintain your own commercial general liability and property insurance, as well as cyber / data-breach (network security and privacy) liability insurance covering your data and systems. To the extent permitted by your policies, you agree that your insurers waive rights of subrogation against us for losses covered by that insurance.
17. Non-solicitation
During any engagement and for twelve (12) months afterward, neither of us will knowingly solicit for employment the other's employees who were directly involved in the services, except through general advertising not targeted at that person.
18. Independent contractor
We provide the services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.
19. Compliance with laws; licensing
Each party will comply with the laws applicable to its activities. Where an engagement includes low-voltage, structured cabling, telecommunications, or other electrical work regulated in Washington, we hold and maintain the electrical contractor license and use the certified personnel required under Chapter 19.28 RCW and Washington Department of Labor & Industries rules, and we obtain the permits required for the work.
20. Force majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, fire, flood, labor disputes, internet or utility failures, acts of government, and widespread third-party service outages. The affected party will use reasonable efforts to mitigate and resume performance.
21. Suspension and termination
We may suspend services under a SOW on ten (10) days' notice if you fail to pay undisputed amounts when due, or immediately where continued performance would violate law or a third-party provider's terms. Each SOW states its own term. Either party may terminate an engagement for the other's material breach that remains uncured thirty (30) days after written notice. On termination, you will pay for services performed and non-cancelable commitments incurred through the termination date, and we will provide reasonable transition assistance at our then-current rates. Provisions that by their nature should survive termination — including those on fees, confidentiality, data, intellectual property, warranties, liability, indemnification, and governing law — will survive.
22. Governing law and disputes
These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. Before filing any action, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives within thirty (30) days of written notice. Any unresolved dispute will be brought exclusively in the state or federal courts located in Chelan County, Washington, and each party consents to that jurisdiction and venue. The prevailing party in any action to enforce these Terms is entitled to recover reasonable attorneys' fees and costs.
23. General
These Terms, together with any SOW and schedules, are the entire agreement between you and Sherpas IT on this subject and supersede prior understandings. Any pre-printed terms on your purchase order have no effect. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets. We may use subcontractors and remain responsible for the services. A waiver is effective only in writing and does not waive future breaches. If any provision is unenforceable, it will be limited or severed to the minimum extent necessary, and the rest remains in effect. These Terms create no third-party beneficiaries. Neither party will use the other's name or marks in marketing without prior written consent.
24. Contact us
Questions about these Terms can be sent to:
Sherpas IT10171 Chumstick Hwy Ste F
Leavenworth, WA 98826