St. Louis IT Solutions, LLC d/b/a Amicus IT
Effective Date: 1 November 2025
1. ACCEPTANCE OF TERMS
By accessing or using any service, system, network, application, or resource provided by St. Louis IT Solutions, LLC, doing business as Amicus IT (“Amicus IT,” “we,” “us,” or “our”), you (“Client,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms of Service (“TOS” or “Agreement”).
These terms apply to all services provided by Amicus IT, including but not limited to managed IT services, cloud hosting, cybersecurity monitoring, help desk support, voice and communications services, and any other technology services (collectively, the “Amicus IT Service” or “Service”).
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE AMICUS IT SERVICE.
2. DEFINITIONS
For purposes of this Agreement:
• “Client” means the business entity that has entered into a service agreement with Amicus IT
• “End User” means employees, contractors, or authorized users of Client who access systems or services managed by Amicus IT
• “Master Services Agreement” or “MSA” means the comprehensive service agreement executed between Amicus IT and Client for managed services
• “Statement of Work” or “SOW” means project-specific agreements detailing scope, timeline, and deliverables
• “Service” or “Amicus IT Service”** means all technology services, systems, and support provided by Amicus IT
• “Data” means all information, content, and materials provided by or on behalf of Client
• “Business Associate Agreement” or “BAA” means agreements required under HIPAA for handling protected health information
3. DESCRIPTION OF SERVICE
Amicus IT provides comprehensive managed IT services specifically designed
for attorneys, accountants, and professional service firms. Our services include:
Core Services
• Remote help desk support and technical assistance
• Proactive system monitoring and maintenance
• Cloud services and data hosting
• Email services and management
• Network design, implementation, and management
• Cybersecurity monitoring and threat detection
• Voice over IP (VoIP) telephone systems
• Backup and disaster recovery solutions
• Software licensing and management
Service Delivery
• 24/7/365 system monitoring by cybersecurity professionals
• Remote and on-site technical support
• Proactive maintenance and updates
• Incident response and problem resolution
• Strategic IT consulting and planning
Services are delivered according to the terms of your Master Services
Agreement, Statement of Work, or other executed service contracts.
4. CLIENT DATA AND PRIVACY
4.1 Data Ownership
You retain all ownership rights to your data. Amicus IT claims no ownership interest in Client data, content, or information processed through our services.
4.2 Data Processing and Storage
Amicus IT may process, store, and transmit Client data as necessary to
provide services, including:
• Storing data in secure, encrypted cloud environments
• Transmitting data across networks and systems for backup and synchronization
• Processing data for security monitoring and threat detection
• Accessing data for technical support and troubleshooting
4.3 Data Security
Amicus IT implements appropriate technical and administrative safeguards to
protect Client data, including:
• Encryption of data in transit and at rest
• Access controls and authentication mechanisms
• Regular security monitoring and threat detection
• Secure data centers with physical and environmental controls
• Employee background checks and confidentiality agreements
4.4 Data Retention and Deletion
Upon termination of services, Amicus IT will:
• Return or securely destroy Client data as specified in your service agreement
• Maintain data backups for the retention period specified in your agreement
• Permanently delete data after the retention period expires
• Provide certificates of destruction upon request
5. CLIENT RESPONSIBILITIES
5.1 Compliance with Policies
Client and all End Users must comply with:
• This Terms of Service
• The Amicus IT Acceptable Use Policy
• All applicable laws and regulations
• Client’s internal policies and procedures
5.2 Security Cooperation
Client agrees to:
• Clients must implement security controls meeting Amicus IT’s standards. Specific requirements will be communicated separately to administrators as part of service onboarding and ongoing documentation.
• Cooperate with security assessments and audits
• Report security incidents and suspicious activities promptly
• Maintain current contact information for emergency notifications
• Provide necessary access for service delivery and support
5.3 Accurate Information
Client represents and warrants that:
• All information provided to Amicus IT is accurate and complete
• Client has authority to enter into this agreement
• Client will promptly update information when changes occur
• All End Users are authorized to access systems and data
6. ACCEPTABLE USE
Use of Amicus IT services is subject to our Acceptable Use Policy, incorporated
herein by reference. Prohibited activities include but are not limited to:
• Illegal activities or violations of applicable law
• Activities that compromise system security or integrity
• Unauthorized access to systems or data
• Distribution of malware, viruses, or malicious code
• Spam or unsolicited commercial communications
• Intellectual property violations
• Activities that disrupt service availability or performance
7. PROPRIETARY RIGHTS
7.1 Amicus IT Intellectual Property
Amicus IT retains all right, title, and interest in:
• The Amicus IT Service and underlying technology
• Software, applications, and tools developed by Amicus IT
• Documentation, methodologies, and processes
• Trademarks, service marks, and branding
• Improvements and enhancements to services
7.2 License to Use Services
Amicus IT grants Client a limited, non-exclusive, non-transferable license to
use the Service during the term of the agreement, subject to these terms and
conditions.
7.3 Feedback and Suggestions
Any feedback, suggestions, or ideas provided by Client regarding our services
may be used by Amicus IT without obligation or compensation.
8. SERVICE AVAILABILITY AND PERFORMANCE
8.1 Service Level Commitments
Service availability targets and performance standards are specified in your Master Services Agreement or Statement of Work.
8.2 Scheduled Maintenance
Amicus IT may perform scheduled maintenance during agreed-upon maintenance windows. We will provide advance notice when possible.
8.3 Emergency Maintenance
Emergency maintenance may be performed without advance notice to
address security vulnerabilities, system failures, or other urgent issues.
9. FEES AND PAYMENT TERMS
9.1 Service Fees
Fees for services are specified in your Master Services Agreement, Statement
of Work, or service contract.
9.2 Payment Terms
• Managed services are typically billed monthly in advance
• Project work is billed according to the payment schedule in the SOW
• Invoices are due upon receipt unless otherwise specified
• Late payments may incur additional fees and interest charges
9.3 Fee Changes
Amicus IT may adjust fees with appropriate advance notice as specified in
your service agreement.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
10.1 Consequential Damages
AMICUS IT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION.
10.2 Limitation of Total Liability
AMICUS IT’S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3 Third-Party Services
Amicus IT is not liable for the performance, availability, or security of thirdparty
services, applications, or systems not directly controlled by Amicus IT.
11. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless Amicus IT and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising from:
• Client’s use of the Service
• Violation of these terms or applicable law
• Infringement of third-party rights
• Unauthorized access or use by Client’s End Users
12. SECURITY INCIDENT RESPONSE
12.1 Incident Detection and Response
Amicus IT maintains security monitoring and incident response capabilities to detect and respond to security incidents affecting our services and Client systems.
12.2 Client Notification
In the event of a security incident affecting Client data or systems, Amicus IT will:
• Investigate and contain the incident
• Notify Client as soon as reasonably practicable
• Provide available information about the incident
• Assist with incident response and remediation efforts
12.3 Breach Notification Assistance
For incidents involving personal information or regulated data, Amicus IT will assist Client with:
• Assessing notification requirements under applicable laws
• Preparing required notifications to individuals and regulators
• Documenting the incident for compliance purposes
13. COMPLIANCE AND REGULATORY REQUIREMENTS
13.1 Client Compliance Responsibilities
Client is responsible for:
• Identifying applicable regulatory requirements
• Implementing necessary compliance controls
• Conducting required audits and assessments
• Maintaining compliance documentation
13.2 Amicus IT Support
Amicus IT will make commercially reasonable efforts to support Client’s
compliance obligations, including:
• Implementing appropriate technical safeguards
• Providing compliance-related documentation
• Participating in compliance audits when required
• Executing Business Associate Agreements for HIPAA-covered entities
14. DATA BACKUP AND DISASTER RECOVERY
14.1 Backup Services
Backup services, retention periods, and recovery procedures are specified in
your service agreement.
14.2 Client Responsibilities
While Amicus IT may provide backup services, Client remains ultimately responsible for:
• Ensuring adequate backup coverage for critical data
• Testing backup and recovery procedures
• Maintaining business continuity plans
• Verifying data integrity and completeness
14.3 Disaster Recovery
Disaster recovery services and recovery time objectives are detailed in your
Master Services Agreement or Business Continuity Plan.
15. TERMINATION
15.1 Termination by Client
Client may terminate services in accordance with the notice provisions in the
Master Services Agreement or Statement of Work.
15.2 Termination by Amicus IT
Amicus IT may terminate services for:
• Material breach of this Agreement or service contracts
• Non-payment of fees after notice and cure period
• Violation of the Acceptable Use Policy
• Activities that pose security risks or legal liability
15.3 Termination Process
For most violations, Amicus IT will provide written notice and opportunity to
cure before termination, except for:
• Illegal activities or security threats requiring immediate action
• Repeated violations after previous warnings
• Activities causing immediate harm to systems or other clients
15.4 Effect of Termination
Upon termination:
• Client’s access to services will cease
• Client remains liable for all fees through the termination date
• Data return and destruction procedures will be followed
• Surviving provisions will remain in effect
16. DISPUTE RESOLUTION
16.1 Governing Law
This Agreement is governed by the laws of the State of Missouri, without regard to conflict of law principles.
16.2 Arbitration
Disputes arising from this Agreement shall be resolved through binding arbitration in St. Louis County, Missouri, administered by the American Arbitration Association under its Commercial Arbitration Rules.
16.3 Exceptions to Arbitration
Either party may seek injunctive relief in court to protect intellectual property rights or prevent irreparable harm.
17. GENERAL PROVISIONS
17.1 Entire Agreement
This Agreement, together with any Master Services Agreement, Statement of Work, and Acceptable Use Policy, constitutes the entire agreement between the parties.
17.2 Amendment
This Agreement may only be modified by written agreement signed by both parties.
17.3 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall
remain in full force and effect.
17.4 Assignment
Client may not assign this Agreement without Amicus IT’s prior written consent. Amicus IT may assign this Agreement in connection with a merger, acquisition, or sale of assets.
17.5 Force Majeure
Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control.
17.6 Order of Precedence
For Business Clients with Service Agreements: If you have executed a Master Services Agreement (MSA), Statement of Work (SOW), Service Order, or other written service contract with Amicus IT:
• These TOS are supplemented by your service agreement
• In the event of a conflict between these TOS and your service agreement, your service agreement controls
• The order of precedence is:
1. Fully executed SOW, Project Proposal, or Service Order
2. Master Services Agreement (MSA)
3. These Terms of Service
18. CONTACT INFORMATION
St. Louis IT Solutions, LLC d/b/a Amicus IT
Website: www.amicusit.net
Email: support@amicusit.net
For questions regarding these Terms of Service or to report violations, please contact us using the information above.
ACKNOWLEDGMENT AND ACCEPTANCE
BY ACCESSING OR USING ANY AMICUS IT SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE AMICUS IT SERVICE.
END OF TERMS OF SERVICE
St. Louis IT Solutions, LLC d/b/a Amicus IT
Effective Date: 1 November 2025
