Terms and Conditions
Effective Date: May 20, 2026
These Terms and Conditions apply to all estimates, proposals, invoices, products, and services provided by Nextgen Solutions Inc.
Acceptance of Terms
Approval of any estimate or proposal, payment of any invoice, authorization of work, request for services, or acceptance of products or services from Nextgen Solutions constitutes acceptance of and agreement to these Terms and Conditions.
These Terms and Conditions apply to all services, products, and solutions provided by Nextgen Solutions, including but not limited to managed services, managed print services, VoIP and telecommunications services, project work, low-voltage cabling and network installation, subscription licensing, hardware and software sales, and one-time or break-fix services.
If Client has executed a Managed Services Agreement, Master Services Agreement, Statement of Work, Accepted Order Document, proposal, quote, Microsoft 365 addendum, Device-as-a-Service agreement, or other written agreement signed by both parties, that agreement shall control solely with respect to any conflicting terms. These Terms and Conditions are intended to supplement such agreements, and all non-conflicting provisions shall remain in full force and effect.
Payment Terms
Payment terms are stated on each invoice.
For-Profit Clients: Net 15 from invoice date.
Nonprofit Clients: Net 30 from invoice date.
Invoices not paid by the due date are considered past due.
Electronic Communications
Client agrees that invoices, notices, approvals, authorizations, change requests, service communications, suspension notices, and other business communications may be delivered electronically, including by email, client portal notification, electronic signature platform, or other commonly used electronic methods. Electronic communications shall satisfy any requirement for written notice unless prohibited by applicable law and shall be deemed received on the date transmitted unless a delivery failure notice is returned.
Late Payment, Suspension of Services, Termination, and Collections
Invoices not paid by the due date are considered past due. Late payment charges are assessed to partially offset the administrative and financial costs associated with carrying delinquent balances.
Unless otherwise agreed in writing, past due invoices are subject to the following late payment charges based on the original invoice amount:
- Invoices under $100: $10 monthly late payment charges
- Invoices from $100 to $999: $25 monthly late payment charges
- Invoices from $1,000 to $4,999: $50 monthly late payment charges
- Invoices $5,000 and above: 1.5 percent of the outstanding balance per month
Late charges are assessed on each monthly anniversary of the invoice due date until the balance is paid in full. Late payment charges continue to accrue during disputes, collections activity, payment plans, or legal enforcement actions until all outstanding balances are paid in full.
Accounts more than fifteen (15) days past due may be subject to suspension of services at the discretion of Nextgen Solutions. Nextgen Solutions reserves the right to require payment in advance, revoke extended payment terms, suspend services, or terminate services for accounts with repeated late payments, nonpayment, chargebacks, or material breach of agreement.
Suspension of services does not relieve Client of financial responsibility for recurring services, subscriptions, licensing commitments, project charges, or committed contract terms. Client remains responsible for all amounts due during any suspension period, including any third-party subscription or licensing commitments already incurred by Nextgen Solutions on Client’s behalf.
Suspension of services may include disabling, reducing, or removing access to cloud services, subscription licensing, Microsoft 365 services, hosted email, tenant administration, security services, backups, remote access tools, monitoring systems, or other third-party platforms provided, managed, licensed, or billed through Nextgen Solutions.
Client acknowledges that suspension of services may result in temporary loss of access to email, files, authentication systems, collaboration platforms, backups, security systems, remote management tools, or other hosted resources. Nextgen Solutions shall not be liable for business interruption, downtime, loss of productivity, loss of access, data inaccessibility, or damages resulting from suspension due to nonpayment, delinquency, chargebacks, or material breach.
Nextgen Solutions is not obligated to continue advancing payment for third-party subscriptions, cloud services, software licensing, Microsoft 365 licensing, hosting services, security subscriptions, telecommunications services, or vendor renewals on behalf of Client after invoice delinquency, suspension, or default.
Reactivation of suspended services may require payment in full of all outstanding balances, applicable reinstatement fees, vendor reactivation costs, and updated pricing where third-party vendor rates have changed during the suspension period.
If an account remains unpaid, Nextgen Solutions reserves the right to pursue collections, legal remedies, recovery of reasonable attorneys’ fees and costs where permitted by law, and reporting of delinquent commercial balances to appropriate credit or collection agencies.
Returned Payment and Chargeback Policy
Any payment returned for insufficient funds, closed account, ACH rejection, payment reversal, credit card dispute, or chargeback will incur a returned payment fee of $35.00 per occurrence.
The returned payment fee, original invoice balance, and all applicable late payment charges must be paid in full before services are reinstated.
If a chargeback is initiated without prior written notice and reasonable opportunity to resolve the matter, Client agrees to reimburse Nextgen Solutions for all processor fees, bank fees, administrative time, and related costs incurred in responding to the dispute.
Repeated returned payments may result in revocation of extended payment terms. Future payments may be required by ACH, wire transfer, or certified funds.
Managed Services Billing
Managed services are billed monthly in advance unless otherwise stated in a signed agreement.
Device-based pricing applies per onboarded device.
Server management is billed per server.
Out-of-scope work is billed at the applicable hourly rate.
Non-managed services are billed at the standard hourly rate in effect at the time of service and may be subject to a minimum service charge.
Suspension for nonpayment does not reduce or eliminate recurring charges during an active service term.
Remote Access and Administrative Authorization
Client authorizes Nextgen Solutions to remotely access, monitor, manage, configure, patch, reboot, script, automate, and administer covered systems, devices, cloud environments, tenant platforms, accounts, and related infrastructure as reasonably necessary to provide contracted services, maintenance, troubleshooting, monitoring, security functions, updates, and support.
Client acknowledges that certain services may require elevated administrative privileges, installation of monitoring or management agents, remote control software, endpoint protection software, backup agents, or automated maintenance tools.
Confidentiality
Nextgen Solutions and Client acknowledge that each party may have access to confidential, proprietary, technical, financial, business, security, or operational information belonging to the other party during the course of providing or receiving services. Each party agrees to use such information solely for purposes related to the services provided and to take commercially reasonable steps to prevent unauthorized disclosure to third parties except as required by law, legal process, or as necessary to provide contracted services.
Nothing in this section requires either party to immediately destroy archival backups, system logs, security records, ticketing records, billing records, or automatically retained records maintained in the ordinary course of business.
One-Time or Break-Fix Services
For clients without an active managed services agreement, services are provided at the standard hourly rate in effect at the time of service. Payment may be required upon completion of work unless prior arrangements are approved in writing.
Low Voltage Cabling and Network Installation
Low-voltage cabling, Ethernet drops, and related network installation services are billed as project or break-fix work unless otherwise stated in a signed agreement.
Standard installation includes cable routing, termination at both ends, labeling, and basic testing to verify functionality. Any reporting or documentation is provided only if included in the quoted scope of work.
Pricing is based on a standard commercial installation environment with accessible pathways, including drop ceilings, open wall cavities, or existing conduit suitable for cable routing. Non-standard conditions may result in additional labor charges. These conditions may include, but are not limited to, restricted access, hard ceilings, congested or unusable conduit, or the need for specialized equipment.
When existing cabling is reused, extended, or modified, Nextgen Solutions does not guarantee the performance or condition of such cabling. Any cabling that fails testing or does not meet required standards may require replacement at additional cost.
Installation of post-construction floor boxes, poke-throughs, or other specialty enclosures is not included in standard per-drop pricing unless explicitly stated. These installations may require additional labor and materials and will be billed accordingly.
Mounting or installation of network equipment, including racks, switches, routers, and wireless access points, is included only when specified in the project scope or when applicable minimum thresholds are met. Otherwise, such work will be billed separately.
Standard installation may require minor wall, ceiling, or floor penetrations. Repair, patching, painting, or cosmetic restoration is not included unless specifically quoted.
Nextgen Solutions does not perform high-voltage electrical work. Any required electrical modifications must be completed by a licensed electrician and are not included in cabling or network installation services.
Any changes to project scope, including quantity of drops, layout, or site conditions discovered during installation, may result in additional charges. Work outside the original scope may require approval before proceeding.
All services are billed in accordance with the applicable estimate, proposal, invoice, or agreement. Additional labor or materials required due to site conditions or scope changes will be billed accordingly.
Hardware, Software, and Subscription Sales
All hardware, software, and subscription purchases are non-refundable once ordered or provisioned.
Pricing is subject to manufacturer and distributor availability and cost changes.
Manufacturer warranties apply where applicable. Nextgen Solutions does not provide additional warranties unless expressly stated in writing.
Approved returns, if any, may be subject to return shipping costs and restocking fees.
Microsoft Licensing Commitment
All Microsoft subscriptions, including but not limited to Microsoft 365, Office 365, Entra, Defender, and related cloud services, are subject to Microsoft’s New Commerce Experience program requirements.
Subscriptions require a minimum one-year commitment, even if billed monthly.
Cancellation, reduction in license count, or termination prior to the end of the annual commitment does not relieve Client of the obligation to pay for the full committed term.
Licenses are non-refundable once provisioned.
If services with Nextgen Solutions are terminated prior to the end of a Microsoft annual commitment period, Client remains financially responsible for the remaining subscription term.
Microsoft pricing is subject to vendor adjustments and may change with notice.
VoIP and Telecommunications Services
VoIP and telecommunications services provided by Nextgen Solutions rely on third-party carriers, internet connectivity, and electrical power. Service availability and call quality are dependent on factors outside of Nextgen Solutions’ control.
Nextgen Solutions does not guarantee uninterrupted service, call quality, or uptime for VoIP or telecommunications services.
Emergency calling (E911) functionality may be limited or unavailable during internet outages, power failures, service disruptions, or incorrect address configuration. Client is responsible for ensuring that E911 information is properly configured and kept current at all times and for maintaining alternative means of communication where necessary.
Client acknowledges that telecommunications services may be affected by third-party carrier outages, network congestion, or other external factors, and agrees that Nextgen Solutions is not liable for such interruptions.
Disputed Charges
Any dispute regarding an invoice must be submitted in writing within 7 calendar days of the invoice date and must include the invoice number and detailed explanation.
Failure to dispute an invoice in writing within this period constitutes acceptance of the invoice and waiver of any billing dispute related to that invoice to the maximum extent permitted by law.
Undisputed amounts remain due according to the original payment terms.
Taxes
Client is responsible for all applicable federal, state, and local taxes unless a valid exemption certificate is provided prior to invoicing.
Limitation of Liability
To the maximum extent permitted by law, Nextgen Solutions shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, arising out of or related to any products or services provided.
If Client has entered into a separate written agreement with Nextgen Solutions, the limitation of liability in that agreement shall control. Otherwise, Nextgen Solutions’ total cumulative liability for any claim shall not exceed the total amount paid by Client for the specific service or product giving rise to the claim during the three (3) months preceding the event.
Client acknowledges that pricing for services is based on this limitation of liability and agrees that this allocation of risk is a material part of the agreement.
This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.
Indemnification
Client agrees to defend, indemnify, and hold harmless Nextgen Solutions, its officers, employees, contractors, affiliates, and agents from and against any claims, damages, liabilities, losses, fines, penalties, costs, or expenses, including reasonable attorneys’ fees, arising out of or related to Client’s misuse of services, violation of law, violation of third-party rights, including intellectual property rights, privacy rights, or data protection obligations, unauthorized or improper use of products or services by Client or its employees, contractors, agents, or end users, failure to maintain appropriate security practices, operation of insecure or unsupported systems, or breach of these Terms and Conditions.
Warranty and Service Disclaimer
All services provided by Nextgen Solutions are performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly stated in writing, all services, products, and deliverables are provided “as is” and without any additional warranties of any kind, whether express or implied.
Nextgen Solutions disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
Nextgen Solutions does not guarantee that services will be uninterrupted, error-free, or that all issues can be resolved. Client acknowledges that technology services, including but not limited to network infrastructure, internet connectivity, VoIP systems, hardware, software, and third-party services, are inherently subject to failures, interruptions, and limitations beyond Nextgen Solutions’ control.
Data and Backup Responsibility
Client is solely responsible for the integrity, security, and backup of all data, whether stored on Client-owned systems, cloud platforms, or third-party services.
While Nextgen Solutions may provide backup solutions, monitoring, or related services, Client acknowledges that no backup or recovery solution is guaranteed to be error-free or successful in all circumstances. Client is responsible for verifying that backups are functioning properly and for maintaining appropriate backup and recovery procedures.
Nextgen Solutions shall not be liable for any loss of data, corruption of data, or inability to restore data, regardless of cause, including but not limited to hardware failure, software failure, cyber incidents, user actions, or third-party service disruptions.
Client is responsible for maintaining appropriate cybersecurity practices, access controls, and user policies to protect data and systems.
Cybersecurity Disclaimer
While Nextgen Solutions may provide cybersecurity-related services, recommendations, monitoring, endpoint protection, email filtering, backup solutions, or security configurations, Client acknowledges that no technology environment, network, cloud platform, email system, software application, or security solution can be guaranteed to be fully secure or immune from cyberattack, ransomware, phishing, social engineering, unauthorized access, zero-day vulnerabilities, or other malicious activity.
Nextgen Solutions does not guarantee the prevention of all cybersecurity incidents, breaches, or data loss. Client remains responsible for maintaining appropriate internal policies, user training, password security, access management, and business continuity planning.
Compliance Disclaimer
Unless expressly stated in a separate written agreement, including a Business Associate Agreement (BAA) or other compliance-specific agreement, Nextgen Solutions does not provide legal advice, regulatory certifications, formal compliance audits, or guarantees of compliance with HIPAA, PCI-DSS, FTC Safeguards Rule, CMMC, SEC regulations, state privacy laws, or any other legal or regulatory framework. Any compliance-related recommendations, configurations, or services are provided on a commercially reasonable effort basis and do not guarantee that Client will meet or maintain compliance requirements.
No Fiduciary Relationship
Nothing in these Terms and Conditions or in any services provided by Nextgen Solutions shall be construed to create a fiduciary relationship, partnership, joint venture, agency relationship, or other special relationship beyond that of an independent service provider and customer. Client remains solely responsible for business decisions, regulatory obligations, operational policies, and final approval of all recommendations, configurations, and security-related decisions.
Third-Party Services and Vendor Dependency
Nextgen Solutions utilizes and relies on third-party providers, vendors, and platforms in the delivery of services, including but not limited to cloud providers, software vendors, internet service providers, telecommunications carriers, and hardware manufacturers.
Client acknowledges that such third-party services are outside of Nextgen Solutions’ control and may be subject to outages, disruptions, performance issues, pricing changes, or changes in terms imposed by those providers.
Nextgen Solutions does not guarantee the availability, performance, or reliability of any third-party services and shall not be liable for any interruptions, delays, data loss, or other issues caused by third-party providers.
Client is responsible for complying with any applicable third-party licensing, subscription, acceptable use, or service terms associated with products or services used by Client.
Site Access and Readiness
Client is responsible for ensuring that all work areas are safe, accessible, and ready for scheduled services. This includes providing necessary access to facilities, equipment, network infrastructure, and any required credentials or permissions.
Delays caused by inaccessible work areas, unprepared environments, lack of coordination with other vendors, or incomplete site readiness may result in additional labor charges, rescheduling fees, or extended project timelines.
Nextgen Solutions is not responsible for delays or additional costs resulting from site conditions, third-party contractors, or circumstances outside of its control.
If work cannot be completed as scheduled due to site readiness issues, Client may be responsible for additional charges associated with return visits or extended labor.
Client Cooperation and Technical Recommendations
Client acknowledges that effective service delivery, cybersecurity protection, compliance alignment, backup reliability, and overall system stability require timely cooperation and implementation of reasonable technical recommendations made by Nextgen Solutions.
If Client declines, delays, disables, overrides, or refuses recommended services, updates, patches, security controls, MFA requirements, backup solutions, vendor-supported software versions, hardware replacements, compliance-related recommendations, or other technical recommendations, Nextgen Solutions may require Client to sign a written acknowledgement confirming that Client has been informed of the associated operational, compliance, cybersecurity, business continuity, or data protection risks.
Nextgen Solutions shall not be responsible for outages, security incidents, ransomware events, compliance failures, performance degradation, unsupported environments, data loss, or other damages resulting from Client’s refusal or delay in implementing reasonable recommendations or from Client’s continued operation of unsupported, insecure, or noncompliant systems.
Force Majeure
Nextgen Solutions shall not be liable for any failure or delay in performance of its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, severe weather, fire, power outages, internet or telecommunications outages, labor disputes, acts of government, supply chain disruptions, or failures, outages, cyberattacks, ransomware incidents, or disruptions affecting third-party providers.
In the event of such circumstances, timelines may be extended and services may be delayed without penalty. Nextgen Solutions will make reasonable efforts to resume services as soon as practicable.
Survival
Any provisions of these Terms and Conditions which by their nature should survive suspension, expiration, or termination of services shall survive, including but not limited to payment obligations, subscription commitments, Microsoft licensing commitments, limitation of liability provisions, collections obligations, indemnification obligations, confidentiality obligations, and any accrued rights or remedies.
Assignment
Client may not assign, transfer, delegate, or otherwise transfer any rights or obligations under these Terms and Conditions without the prior written consent of Nextgen Solutions. Any attempted assignment without such consent shall be void to the maximum extent permitted by law.
Severability
If any provision of these Terms and Conditions is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
Waiver
Failure by Nextgen Solutions to enforce any provision of these Terms and Conditions shall not constitute a waiver of any rights or remedies and shall not prevent later enforcement of the same or any other provision.
Governing Law
These Terms and Conditions are governed by the laws of the State of Illinois. Venue for disputes shall be in Williamson County, Illinois unless otherwise agreed in writing.
Updates
Nextgen Solutions may update or modify these Terms and Conditions from time to time. Updated Terms and Conditions become effective upon posting to the Nextgen Solutions website, client portal, invoice system, electronic signature platform, or upon written notice to Client, unless otherwise stated.
Updated terms apply prospectively to services, products, renewals, subscriptions, invoices, and work provided after the effective date of the updated Terms.
If Client has executed a separate written agreement with Nextgen Solutions, including a Managed Services Agreement, Statement of Work, or Accepted Order Document, that agreement shall continue to control solely with respect to conflicting terms during its active term unless otherwise amended in writing.
Continued use of products or services after the effective date of updated Terms and Conditions constitutes acceptance of the revised Terms to the maximum extent permitted by law.