Terms and Conditions

AEH Solutions, LLC
Effective Date: September 9, 2025

These Terms and Conditions ("Agreement") govern the provision of services, including Hosted VoIP Service ("VoIP Service"), by AEH Solutions, LLC ("Provider," "we," "us," or "our") to the customer ("Client," "you," or "your"). By clicking "Accept" or similar affirmation when subscribing to, using, or requesting any of our Services (as defined below), or if no such affirmation is available, by continuing to use the Services after prominent notice of this Agreement (e.g., via email, website banner, or invoice), you acknowledge that you have read, understood, and agree to be bound by this Agreement, which constitutes a legally binding contract between you and AEH Solutions, LLC, whether or not a separate signed Service Agreement exists. If you do not agree to this Agreement, you must not subscribe to or use our Services. To download and sign the full Agreement, click here.

1. Services

1.1 Scope of Services

Provider shall deliver the following services ("Services") as agreed upon in a signed service agreement, proposal, statement of work (collectively, "Service Agreement"), or as requested by Client and provisioned by Provider:

• IT support and technical assistance for hardware and software issues.
• Computer and server monitoring to ensure system performance and uptime.
• Office 365 services, including setup, maintenance, and support.
• Offsite backup services for data storage and recovery.
• Security awareness training for Client’s employees or designated personnel.
• Hosted VoIP Service, including telephony devices and related equipment ("Equipment").

1.2 Service Modifications

Provider reserves the right to modify the scope or method of delivery of Services with reasonable notice to Client, provided such changes do not materially diminish the quality or functionality of the Services.

1.3 Client Responsibilities

Client shall provide accurate and complete information, timely access to systems, personnel, and facilities, and any necessary licenses or permissions required for Provider to perform the Services. Client’s failure to meet these obligations may result in delays or additional fees, for which Provider shall not be liable. For VoIP Service:

• You warrant that the Services will be used only for commercial purposes, and this is a business-service transaction, versus a consumer-service transaction.
• You must separately obtain and maintain an appropriate Internet service to have functioning telephone service. An appropriate Internet service has the reliability, capacity, and quality necessary to support voice services, as Provider specifies.
• You acknowledge and agree that the quality of your VoIP Service is very dependent upon the reliability, capacity, and quality of your Internet connection, and you accept ultimate responsibility for your Internet connection.
• If your Internet service experiences an interruption or outage, your voice services will not function.
• If you wish to continue using your existing telephone numbers, you are responsible to promptly complete and submit to Provider a Letter of Authorization Form that authorizes the moving of telephone numbers from your present voice service carrier. Provider can provide you an example Form for this purpose.
• You are solely responsible for the security of your VoIP Service, and you agree to take all necessary steps to reasonably prevent and avoid fraudulent use of your service, including but not limited to subscription fraud, cloning or network fraud, and employee or third party theft.
• You accept and agree to any and all liability and responsibility for any damages and losses to the VoIP Service arising out of any malfunction or other issue with your network infrastructure.
• You represent, warrant, and agree that you have read, understood and accepted, and that you will abide by the Acceptable Use Policy at http://www.aehsolutions.com/AUP.
• You represent, warrant, and agree that you have read, understood and accepted the Limitations of 911 Service in this document.

1.4 Proactive Provisioning and Enhancements

In the spirit of fostering a resilient and ever-evolving digital landscape, Provider may, at its sole discretion, provision additional resources, upgrades, or enhancements to the Services based on Client’s requests—whether formal or informal—or as Provider deems essential to sustain peak system performance, bolster security, or adapt to emerging needs. Such provisions, akin to nurturing a thriving ecosystem where technology anticipates and adapts, ensure uninterrupted innovation and reliability. Client acknowledges that these actions may be initiated proactively by Provider without prior formal approval, and any associated costs will be invoiced in accordance with the Service Agreement or at Provider’s prevailing rates, promoting a partnership where agility meets excellence.

2. Commitment Terms

2.1 Commitment Period for Office 365 Services

For Office 365 services, Client agrees to an annual commitment with an initial term of twelve (12) months ("Initial Term") starting from the date of subscription or first use of the Services, unless otherwise specified in a Service Agreement. This commitment automatically renews annually for successive twelve (12) month periods ("Renewal Term") unless terminated as per Section 2.3.

2.2 Commitment Period for Other Services

For all Services other than Office 365 and VoIP Service, Client may cancel with thirty (30) days’ written notice to Provider. Due to this notice period, Services may continue to be provided and billed through the end of the current billing cycle or until the thirty (30) day notice period concludes, whichever is later, in accordance with Texas law. Client acknowledges that such continuation may result in an additional billing cycle prior to the cessation of Services. For VoIP Service, cancellation requires sixty (60) days’ written notice.

2.3 Termination and Non-Renewal

For Office 365 services, either party may terminate or provide notice of non-renewal with at least thirty (30) days’ written notice prior to the end of the Initial Term or any Renewal Term. For all other Services, termination requires thirty (30) days’ written notice as per Section 2.2. For VoIP Service, termination requires sixty (60) days’ written notice.

2.4 Early Termination by Client for Office 365 Services

If Client terminates Office 365 services before the end of the Initial Term or any Renewal Term for reasons other than Provider’s material breach, Client shall pay an early termination fee equal to one hundred percent (100%) of the remaining fees due for the unexpired term as a reasonable estimate of Provider's anticipated damages, not as a penalty. This fee is due within thirty (30) days of termination.

2.5 Termination by Provider

Provider may terminate this Agreement or suspend Services immediately upon written notice if:

• Client fails to make timely payments as outlined in Section 3.
• Client breaches any material term of this Agreement and fails to cure such breach within ten (10) days of written notice.
• Provider determines, in its sole discretion, that continuing to provide Services poses a security, legal, or operational risk.

2.6 Effect of Termination

Upon termination, Client shall immediately cease using any Provider-owned software, tools, or systems provided as part of the Services. Client shall pay all outstanding fees for Services rendered up to the date of termination. For VoIP Service, you agree to return all Equipment within 30 days after termination. If you do not return all Equipment within 30 days, you agree to allow Provider full and necessary access to remove all Equipment from your property, even after termination. At termination, for Equipment that is not returned to or cannot be recovered by Provider in complete and working order, you agree to pay the manufacturer's suggested retail price for that Equipment.

3. Payment Terms

3.1 Fees

Client shall pay the fees specified in the Service Agreement or, in the absence of a Service Agreement, at Provider’s prevailing rates as communicated at the time of subscription or service provisioning. All fees are non-refundable unless otherwise stated.

3.2 Invoicing and Payment

Provider will invoice Client monthly in advance. Payment is due within fifteen (15) days of the invoice due date. A late fee of forty dollars ($40.00) will be assessed for each invoice paid after the due date specified on the invoice. Additionally, late payments will incur interest at a rate of one and one-half percent (1.5%) per month on the outstanding balance or the maximum rate permitted by Texas law, whichever is lower.

3.3 Fee Adjustments

Provider reserves the right to adjust fees for Renewal Terms with sixty (60) days’ prior written notice to Client.

3.4 Taxes

Client is responsible for all applicable taxes, duties, or levies related to the Services, excluding taxes based on Provider’s net income.

3.5 Non-Payment

If Client fails to make payment within thirty (30) days of the due date, Provider may suspend Services until payment is received in full, without liability for any resulting disruptions.

4. Billing for Time

4.1 Ticket-Based Billing Policy

Provider operates a ticketing system for IT support and related Services. No charges will be applied for any individual ticket resolved in fifteen (15) minutes or less per day. If the time spent on any single ticket or the cumulative time across multiple tickets exceeds fifteen (15) minutes in a single day, Client will be billed for the total time spent at Provider’s standard hourly rates, as specified in the Service Agreement or communicated at the time of service. This policy ensures fair compensation for Provider’s expertise and resources while accommodating efficient resolution of minor issues.

5. Service Levels and Limitations

5.1 Service Availability

Provider will use commercially reasonable efforts to ensure Services are available as outlined in the Service Agreement or as communicated at the time of subscription. However, Provider does not guarantee uninterrupted or error-free Services due to factors beyond its control (e.g., internet outages, hardware failures, or third-party service interruptions).

5.2 Response Times

For IT support and monitoring services, Provider will respond to critical issues within four (4) hours during business hours (Monday–Friday, 9 AM–5 PM CST). Non-critical issues will be addressed within twenty-four (24) hours.

5.3 Backups

For offsite backup services, Provider will use industry-standard practices to store and protect Client data. However, Client is responsible for verifying the integrity and completeness of backups. Provider is not liable for data loss due to Client’s failure to follow backup protocols or third-party actions.

5.4 Security Awareness Training

Training is provided on an "as-is" basis. Provider is not responsible for Client’s or its employees’ actions or compliance with training recommendations.

5.5 Third-Party Services

Services relying on third-party platforms (e.g., Office 365) are subject to the terms and availability of those platforms. Provider is not liable for interruptions or changes caused by third-party providers.

6. 911/E911 Emergency Service Responsibilities

6.1 Your 911/E911 Responsibilities

It is your responsibility to ensure that your end users have access to Provider's 911/E911 (referred to hereinafter as “911”) Service. Concurrent with signing this Agreement, you must complete and submit a Telephone Provisioning Form to establish the physical location of telephone equipment associated with your Service telephone numbers. The Telephone Provisioning Form is available online at http://www.aehsolutions.com/VoIP, and should be submitted to provisioning@aehsolutions.com. If you later intend to physically relocate telephone equipment, it is your responsibility to submit an updated Telephone Provisioning Form at least 15 days in advance of the actual change. 911 callers must always be prepared to provide their address and telephone number to the 911 operator.

6.2 Limitations of 911 Service

To the fullest extent permitted by applicable law, Provider, and its carriers, will not be liable for any damages due to a delay or failure to provide 911 Dialing, or any interruption or degradation of voice quality for 911 calls, resulting from any cause, including, without limitation: failure to timely provide accurate physical address location; failure or defect in your broadband service, PBX or other equipment; failure of an incoming or outgoing communication; the inability of 911 calls to be connected, completed, or forwarded; an act or omission of a third party, including service outage or loss of power. Provider, and its carriers, is not responsible for the conduct of local 911 call centers or third parties who assist Provider in routing 911 calls, including where data used by a third party to route 911 calls is incorrect or results in no or erroneous data transmitted to a 911 call center. You agree to indemnify Provider, its officers, directors, employees, affiliates, agents, and any other service provider who provides 911 services to Provider, from claims, losses, damages, fines, penalties, costs, and expenses, including, without limitation, attorneys’ fees, incurred or asserted by or on your behalf or any third party or user of our service, relating to 911 dialing. To the fullest extent permitted by applicable law, you agree to waive all future claims or causes of action arising from or relating to 911 dialing unless they arise from Provider’s gross negligence, recklessness, or willful misconduct.

6.3 Example Cases Where 911 Service May Not Function

a. Power Outage. 911 Service will be disrupted if power to the user’s telephone is lost. 911 Service will also be disrupted if power to the hosted PBX, the network infrastructure, or the Internet connection(s) serving it are interrupted.
b. 911 Call Center Capabilities. 911 Service may not be available in geographic areas where the local 911 call center is unable to handle and display calling party number and registered address information.
c. 911 Systems. Like any other call, 911 Service calls may result in busy signals, especially during natural disasters and mass emergency events. 911 Service systems themselves also are subject to outages, database failures, and human error. If for any reason an end user does not have access to basic 911, the 911 call will be sent to either a ten (10)-digit number at a 911 call center, or to an emergency call relay center, where a trained agent will ask for your name, telephone number, and location, and then transfer you to the local emergency center nearest to your location.
d. Incorrect Location/Phone Number. 911 Service may be limited or unavailable if the record of the end user’s registered address has not been updated to reflect changes, if an improper telephone number is transmitted to the 911 call center, or if delays occur in making a registered address available in or through third party databases.

7. Third-Party Software Support

7.1 Support Commitment

Provider will use commercially reasonable efforts to assist Client with support for third-party software used in connection with the Services, including but not limited to software from providers such as QuickBooks, Intuit, Microsoft, and others. This support is provided to ensure Client’s operational continuity, regardless of the challenges posed by such software.

7.2 Limitation of Liability for Third-Party Software

Provider is not responsible for the performance, functionality, updates, compatibility, or any issues arising from third-party software, including but not limited to errors, data loss, downtime, or service interruptions caused by the actions or inactions of third-party software providers. Client acknowledges that such software is subject to the terms, conditions, and limitations set by the respective software providers, and Provider’s role is limited to facilitating support within the scope of the Services.

7.3 No Warranty for Third-Party Software

THIRD-PARTY SOFTWARE SUPPORT IS PROVIDED ON AN "AS-IS" BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THIRD-PARTY SOFTWARE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY TEXAS LAW.

8. Intellectual Property

8.1 Provider’s IP

All software, tools, methodologies, and materials developed or used by Provider in delivering the Services remain the sole property of AEH Solutions, LLC or its licensors. Client is granted a non-exclusive, non-transferable license to use such materials solely for the purpose of receiving the Services during the term of this Agreement.

8.2 Client Data

Client retains ownership of all data provided to Provider. Client grants Provider a limited, non-exclusive license to use, store, and process such data as necessary to provide the Services.

9. Confidentiality

9.1 Definition

"Confidential Information" includes all non-public information disclosed by either party to the other in connection with this Agreement.

9.2 Obligations

Each party agrees to protect the other’s Confidential Information with the same degree of care it uses to protect its own, but no less than reasonable care, and to use such information only for the purposes of this Agreement.

9.3 Exclusions

Confidential Information does not include information that is publicly available, already known to the receiving party, or disclosed with permission. Provider may disclose Client’s Confidential Information if required by law, provided reasonable notice is given to Client when feasible.

10. Limitation of Liability

10.1 No Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW, PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION DOES NOT APPLY TO CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL PROVIDER, ITS AFFILIATES OR ITS CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOST REVENUE, LOST PROFIT, LOST CLIENTS, LOSS OF THE GOODS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, YOUR TIME, INJURY TO PROPERTY OR ANY DAMAGES OR SUMS PAID TO THIRD PARTIES, EVEN IF YOU OR ANY OF YOUR AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER SHALL ALSO NOT BE LIABLE FOR LOSS OF GOODWILL OR DATA ARISING FROM OR RELATED TO THE SERVICE, INCLUDING ERRORS, MISTAKES, OMISSIONS, INTERRUPTIONS OR DELAYS BY PROVIDER, OUR PROVIDERS, AGENTS, SERVANTS OR EMPLOYEES IN THE COURSE OF ESTABLISHING, FURNISHING, REARRANGING, MOVING, BILLING, TERMINATING OR CHANGING REGULATED OR NON-REGULATED SERVICES OR FACILITIES AS CONTEMPLATED HEREIN. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER A CLAIM IS ASSERTED FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND WHETHER A CLAIM IS ASSERTED IN CONTRACT, TORT, OR STRICT PRODUCT LIABILITY, IRRESPECTIVE OF WHETHER PROVIDER HAS ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. UNDER NO CIRCUMSTANCES SHALL PROVIDER’S LIABILITY HEREUNDER EXCEED THE LESSER OF YOUR ACTUAL DAMAGES OR THE AVERAGE MONTHLY RECURRING CHARGE YOU PAID FOR THE PARTICULAR SERVICE TO WHICH THE CLAIM PERTAINS (THE “AFFECTED SERVICE”), CALCULATED FROM COMMENCEMENT OF THE AFFECTED SERVICE TO THE DATE A CLAIM IS MADE. YOU HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE YOU OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. NO CLAIM MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER WITH RESPECT TO ANY EVENT, ACT, OR OMISSION THAT OCCURRED MORE THAN ONE YEAR PRIOR TO SUCH CLAIM BEING ASSERTED. PROVIDER IS NOT RESPONSIBLE FOR ANY DAMAGES THAT ARE A RESULT OF ISSUES THAT ARISE DUE TO THIRD-PARTY VENDORS THAT CREATE SERVICE AFFECTING OR BUSINESS-COMPROMISING CIRCUMSTANCES.

10.2 Liability Cap

Provider’s total liability for any claim arising under this Agreement shall not exceed the fees paid by Client to Provider in the six (6) months preceding the claim.

10.3 No Warranty

SERVICES ARE PROVIDED "AS-IS." PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY TEXAS LAW.

11. Indemnification

11.1 Client Indemnity

CLIENT SHALL INDEMNIFY AND HOLD HARMLESS AEH SOLUTIONS, LLC, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES FROM ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM CLIENT’S MISUSE OF THE SERVICES, VIOLATION OF THIS AGREEMENT, OR INFRINGEMENT OF THIRD-PARTY RIGHTS, EXCEPT TO THE EXTENT CAUSED BY PROVIDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

11.2 Provider Indemnity

PROVIDER SHALL INDEMNIFY CLIENT AGAINST CLAIMS THAT THE SERVICES INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, PROVIDED CLIENT PROMPTLY NOTIFIES PROVIDER OF SUCH CLAIMS AND COOPERATES FULLY IN THEIR DEFENSE, EXCEPT TO THE EXTENT CAUSED BY CLIENT'S MODIFICATIONS OR MISUSE.

12. Force Majeure

Provider shall not be liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, cyberattacks, or third-party service outages.

13. Dispute Resolution

13.1 Timely Notification of Disputes

Any claim, dispute, or controversy arising out of or relating to this Agreement or the Services ("Dispute") must be raised by the Client in writing and delivered to Provider within ninety (90) days of the event or occurrence giving rise to the Dispute, or the timeframe permitted by Texas law, whichever is longer. Failure to raise a Dispute within this period may constitute a waiver of the Client’s right to pursue such Dispute, to the extent permitted by Texas law, ensuring prompt resolution and operational clarity for both parties.

13.2 Resolution Process

The parties agree to first attempt to resolve any Dispute through good-faith negotiations. If the Dispute cannot be resolved within thirty (30) days of written notice, either party may pursue remedies in accordance with Section 14.1 (Governing Law).

14. Miscellaneous

14.1 Governing Law

This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts located in Bandera County, Texas.

14.2 Entire Agreement

This Agreement, together with any Service Agreement (if applicable), constitutes the entire agreement between the parties and supersedes all prior agreements or understandings. By signing below, or through subscription to or use of the Services after affirmative acceptance or prominent notice as described in the introduction, Client acknowledges acceptance of this Agreement as the sole governing contract.

14.3 Amendments

Provider may amend this Agreement with thirty (30) days’ written notice to Client. Continued use of the Services after such notice constitutes acceptance of the amended terms.

14.4 Assignment

Client may not assign this Agreement without Provider’s prior written consent. Provider may assign this Agreement to an affiliate or successor without Client’s consent.

14.5 No Waiver

Failure by Provider to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other right.

14.6 Notices

All notices under this Agreement shall be in writing and sent to the contact information provided by Client at the time of subscription or as updated thereafter.