These Terms and Conditions represent the complete agreement between Makios Group LLC, a Texas Limited Liability Corporation doing business as Makios Technology (referred to as "Makios"), and you, our valued client. They’re designed to clearly outline our mutual rights and responsibilities, providing a solid foundation for a positive and transparent working relationship. By choosing to work with Makios, you agree to these terms, which replace any previous agreements or conversations. Think of this as the guide to what you can expect from us. These general terms (the "Terms" or "TC") set the basic guidelines for how we’ll work together. They apply to all the services we provide and aim to create clarity and trust in every interaction. We understand that every service is unique, and some may come with a few extra details or conditions specific to that service. To make sure you’re fully informed, we encourage you to review any related agreements or documents that apply to the services you’re receiving. If you have questions, we’re always here to help clarify.
At Makios, everything we do is guided by our core values: Commitment, Honesty, Improvement, Professionalism, and Service (CHIPS). These principles shape our approach to delivering exceptional service and fostering strong client relationships. To ensure clarity, transparency, and success in our partnership, we have established the following guidelines. We are committed to maintaining professionalism and mutual respect in all interactions, fostering an environment that encourages open and constructive communication. High-quality service delivery is at the heart of what we do, and meeting agreed-upon responsibilities and deadlines is essential for both parties. Any changes to the scope of work will be discussed and confirmed in writing to ensure alignment and avoid misunderstandings. Your role as a client is crucial to the success of our collaboration. This includes providing accurate and complete information relevant to the services requested, ensuring access to necessary personnel, resources, or systems, and adhering to applicable laws and regulations related to the services provided. Safeguarding sensitive and proprietary information is also a priority for Makios. We are committed to handling your information securely and confidentially and expect the same care for any information we share with you. While challenges may arise, we view them as opportunities for growth and improvement. Open and honest communication is encouraged to resolve issues promptly, and we will work together to find a suitable resolution if escalation is required. Specific services may include additional terms, which will be outlined in supplemental agreements or documentation. We encourage you to review these carefully and reach out with any questions. Transparency and integrity form the foundation of our business practices. Both parties agree to disclose and address any potential conflicts of interest promptly and ethically. These guidelines reflect our dedication to building a positive, collaborative relationship.
Makios provides a variety of professional services tailored to the operational and technological needs of businesses. These services include, but are not limited to, technology management, cybersecurity, Microsoft 365 support, domain name management, website design and maintenance, internet connectivity solutions, voice over internet protocol (VOIP), and fax over internet protocol (FOIP). Specific services may include additional terms and conditions outlined in supplemental agreements or service-specific documentation. The services listed here represent the primary offerings of Makios but are not exhaustive. Other services may also be provided as agreed upon or announced, and all services are subject to the general terms outlined in this agreement. Makios reserves the right to modify, add, or discontinue services at its sole discretion. If contractually obligated, notice of such changes will be provided; otherwise, notice may not be given, and Makios may modify or discontinue services as deemed appropriate. Clients are encouraged to regularly visit our website, where updates regarding new services, changes to existing ones, or discontinuations will be announced.
Makios reserves the right to modify, update, or amend these Terms & Conditions at any time, as necessary to reflect changes in our business operations, industry standards, legal requirements, or other relevant factors. While we strive to ensure that all modifications are reasonable and in good faith, it is the client’s responsibility to review these Terms periodically. Makios will not provide individualized notifications of such changes unless required by law or in instances where a modification constitutes a material change that directly affects contractual obligations. Continued use of our services after any update constitutes acceptance of the revised Terms. Makios disclaims any liability arising from a client’s failure to review or acknowledge such changes.
At Makios Technology, we believe in clear, upfront communication when it comes to billing. This guide outlines what clients can expect regarding payments and invoicing. As a valued client, you're responsible for covering all fees associated with the services we provide, as detailed in your service agreement. Our goal is to ensure a seamless billing experience, so you always know what to expect. Clients are encouraged to review their service agreements for specific payment details. For any questions or clarifications regarding billing, fees, or payment terms, clients should contact Makios directly.
Clients are responsible for the timely payment of all fees associated with the services provided by Makios Technology ("Makios"), as outlined in their respective service agreements. By engaging our services, clients acknowledge their obligation to adhere to these terms.
Service fees will be specified in individual service agreements, proposals, or other official pricing documentation. Fees are subject to periodic review and adjustment at Makios’ sole discretion, with any updates reflected in revised agreements, quotes, or published pricing structures. Clients are responsible for staying informed of any such changes.
Invoices will be issued according to the billing cycle specified in the client’s service agreement. Each invoice will provide a breakdown of charges, including applicable taxes, fees, and any additional costs. While Makios may consolidate some services onto a single invoice, certain invoices—such as but not limited to telecom services—may remain separate due to technical or regulatory constraints.
Payments are due within the timeframe specified on the invoice. Any invoice not paid when due shall accrue a late charge of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, in accordance with Texas Finance Code §§ 302.002 and 303.002. In addition to any accrued interest, a minimum Administrative Recovery Fee of $50 per occurrence or 1% of the invoice total, whichever is higher, will apply. Clients are responsible for proactively reaching out to arrange payments or dispute charges prior to the due date to avoid late fees and potential service interruptions. Makios reserves the right, at its sole discretion, to waive late fees or interest; however, Makios is under no obligation to do so. If no specific late rate is enforceable, unpaid balances shall accrue interest at 6% per annum beginning 30 days after the invoice due date. Clients are also responsible for all reasonable costs of collection, including, without limitation, attorney’s fees, court costs, and collection agency fees, incurred by Makios in collecting any past-due amounts.
Accepted payment methods include ACH/ETF bank transfers and credit card payments, as outlined in the service agreement. Credit card payments may be subject to a small convenience or processing fee, as Makios does not incorporate such costs into its standard pricing.
Clients must submit any billing disputes to Makios in writing within ten (10) days of receiving an invoice. Disputes will be evaluated and resolved pursuant to the terms of the applicable service agreement. If no dispute is raised within this period, the invoice shall be deemed accurate, valid, and fully accepted, and the client waives any right to contest the charges thereafter.
Failure to make timely payments may result in service suspension or termination, in accordance with the termination provisions of the service agreement. Makios reserves the right to suspend services or temporarily hold accounts to mitigate excessive costs. If payment is not resolved within 30 days, Makios may initiate full account closure and cancellation due to non-payment, at which point no further services will be provided.
Makios Technology ("Makios") operates Monday through Friday, from 8:00 AM to 5:00 PM Mountain Time. Support and services provided outside of these hours are subject to the terms of the client’s specific Service Agreement. For clients with 24/7/365 emergency response provisions, after-hours support is available as outlined in their agreement. Additional charges may apply for emergency or after-hours service unless expressly included in the client’s Service Agreement. Clients are responsible for reviewing their agreement to understand the scope of emergency support and any associated fees. Makios reserves the right to determine what constitutes an emergency response and to bill accordingly based on the agreed-upon terms. Clients seeking after-hours support without a qualifying agreement may be subject to premium rates or delayed response times. For questions regarding support hours and emergency services, clients should contact Makios directly.
Rates for Technician and Engineer services are defined in each client’s Service Agreement and are based on the client’s geographical market location. Work performed outside of standard business hours (Monday through Friday, 8:00 AM to 5:00 PM Mountain Time) is billed at premium rates relative to the client’s agreed hourly rate. After-hours services provided on weekdays between 5:00 PM and 8:00 AM are billed at one-and-a-half times the standard rate, and services performed on weekends, and recognized holidays are billed at twice the standard rate. All services performed outside of standard business hours are subject to a minimum billing of two hours. These multipliers are current as of Fiscal Year 2025 and may be reviewed and adjusted in future years without prior notice; however, any adjustments will only apply to new or renewed agreements and will not alter the rates already established in an active agreement, ensuring clients are not subject to unexpected changes during the agreed-upon term. For the most accurate and up-to-date rate information, clients may contact their Client Service Representative.
Makios Technology (“Makios”) generally requires a 30-day written notice for service cancellations. However, certain services, due to operational constraints, billing cycles, or third-party provider requirements, may necessitate a longer notice period of up to 45 or 60 days. Clients should refer to their specific Service Agreement for applicable cancellation terms. It is important to note that these cancellation terms do not apply to services governed by underlying third-party contracts where Makios serves as the billing partner, such as Microsoft licensing, most Internet Service Provider (ISP) agreements, and other vendor-backed services. These agreements are non-cancelable through Makios, and any early termination will be subject to the terms of the third-party provider. In most cases, early termination fees will be 100% of the remaining contract value, and the client remains fully responsible for any outstanding obligations. Clients may notify Makios of their intent to cancel in writing, but all service cancellations must be completed individually through the Makios website via the designated cancellation request form. Each service must be canceled separately to ensure proper handling, as cancellations can have technical, financial, and operational consequences that may not be immediately apparent to the client. Requests made through other channels, including phone or email, will not be considered valid unless expressly confirmed by Makios in writing. Services will generally terminate on the last business day of the month, at the close of business. Following cancellation, a final settlement invoice will be generated and issued, which will serve as the final invoice for the service being canceled. This invoice will account for any prorated usage, outstanding balances, or early termination fees as applicable. For clarification on cancellation policies or to confirm the notice period required for a specific service, clients should consult their Service Agreement or contact a Client Services representative. All service cancellation requests must be submitted by an authorized contact with Executive-level authority as defined within these terms. Makios reserves the right to reject or delay any cancellation request that does not meet this requirement.
Upon the expiration of a service agreement term, should the client fail to renew the agreement within the required cancellation notice period or otherwise take no action, Makios Technology (“Makios”) reserves the right, at its sole discretion, to proceed as follows:
This agreement establishes the framework for managing client account access, ensuring that only designated individuals have the authority to engage with Makios on various matters. The primary account contact, identified in the first designated field below, serves as the official signatory and holds the highest level of authority. Additionally, the client may designate multiple additional contacts at different access levels as needed. We recommend that the client maintains two executive-level contacts on file: one primary and one secondary. This ensures that if immediate action is required—such as security escalations, critical service modifications, or urgent financial decisions—there is always an authorized contact available to act swiftly.
Only individuals explicitly designated as authorized contacts may interact with Makios regarding account-related matters, including service requests, technical support, data access, billing, contract changes, and financial decisions. Unauthorized individuals will not be permitted to initiate account changes, request billable services, or access sensitive information without explicit approval from an authorized contact.
All approvals, authorizations, and service-impacting requests must be submitted in writing (via email, ticketing portal, or other documented method) by an authorized contact. Verbal instructions will not be considered binding without written confirmation.
In emergency scenarios involving legal, compliance, or operational risk, Makios may, at its discretion, act on instructions from an executive-level representative not currently listed as an authorized contact, provided that the action is documented and deemed necessary to protect the client's interests, security, or continuity of operations.
The client is solely responsible for maintaining accurate contact designations and must periodically review and update authorized contacts through the Makios One Portal. Makios assumes no liability for unauthorized access, service disruptions, financial commitments, or data handling errors resulting from outdated or inaccurate contact information. The client accepts full responsibility for any actions taken based on inaccurate or unmaintained designations and waives any claims against Makios for consequences resulting from such errors.
All authority designations under this section apply across all policies and procedures outlined in these Terms & Conditions, including but not limited to service suspension, data retention, account offboarding, and contract execution.
Makios maintains an audit trail of all authorized contact changes, including timestamps and historical records, for accountability and dispute resolution purposes. Clients are strongly encouraged to review and update authorized contact designations at least once every twelve (12) months. While Makios may issue periodic reminders, the client bears sole responsibility for maintaining current, accurate records.
In rare but critical circumstances, Makios may take immediate action—either financial or operational—to preserve the client’s security, service continuity, or business operations when a delay in response would likely result in disruption, data compromise, or material harm.
This provision applies to both operational and financial emergency situations.
For operational scenarios, Makios may take non-financial actions such as disabling compromised user accounts, adjusting firewall settings, redirecting email or DNS traffic, or restricting access to vulnerable services. These actions will only occur when an urgent threat exists, no authorized executive contact can be reached in a reasonable time, and the risk of inaction would be materially detrimental. All such actions will be documented and communicated to the client as soon as practical.
In financial scenarios, Makios may temporarily underwrite essential third-party services such as licensing, security subscriptions, domain renewals, or hosted infrastructure strictly as a contingency measure. This authority is not part of normal billing and is intended only to prevent avoidable service interruption. In these cases, Makios may approve a one-time charge up to the most recent known monthly cost for the service plus a 10% contingency buffer. For example, if a Microsoft 365 subscription was previously billed at $550, Makios may authorize up to $605 to preserve continuity. The client agrees to reimburse any such charges in full. Actions taken under this clause will be documented and disclosed to the client at the earliest opportunity.
To minimize the need for such emergency actions, Makios may, at its sole discretion, require the client to maintain a service deposit or contingency balance. This deposit may be used exclusively for emergency actions covered by this section, or in the event that a critical service goes unpaid by the client, whether deliberately or accidentally. The deposit will not be applied to regular billing. If used, the client agrees to promptly replenish the balance. Makios may choose to withhold emergency services if the required deposit is not in place and the financial risk is deemed unreasonable.
This clause is intended strictly as a limited-use safeguard and shall not be used as a substitute for proper authorization, timely payment, or standard billing procedures, except in the limited circumstances specifically described above.
The Makios Public Website, Makios Client Portal, and Makios One Portal are services provided to clients on an “as-is” basis, with no inherent rights or guarantees of access, availability, or functionality. These portals are offered as a convenience, and Makios retains full discretion over their operation, modification, or discontinuation. Where applicable, fees may be charged for additional user licenses to offset the cost of security measures we incur. These fees do not guarantee data storage, access to reports, historical information, or any data that was available before system changes were made. The websites and portals operated by Makios are not considered software that clients are entitled to, nor are they paid features that confer any associated rights. They are tools designed solely to provide a more efficient and convenient way to work with Makios and our clients. Makios reserves the right to adjust portal access, impose usage restrictions, or introduce cost-recovery measures as necessary to ensure continued operation and security. Clients should refer to their service agreements for details regarding portal access and associated costs. Portal access is not guaranteed, is provided on an as-needed basis, and is not automatically available to every client. Access levels, where applicable, may be assigned and managed within the Makios One Portal. Clients should periodically review their authorized contacts and assigned access levels to ensure they reflect current business needs and security requirements.
Just like most major software companies—such as Microsoft, Google, and others—Makios Technology (“Makios”) does not retain or back up client data by default. Any long-term storage of client information is considered a backup service and must be explicitly contracted, requested in writing, and may incur additional charges. Unless such an arrangement is in place, Makios assumes no responsibility for storing or safeguarding client data during or after service delivery, including system rebuilds or cancellations.
During service operations (such as system rebuilds or migrations), Makios may make a best-effort attempt to temporarily preserve client data by staging the contents of a device or system within its infrastructure. This temporary data storage is intended only to facilitate immediate restoration and is not considered a formal backup, as it lacks redundancy, version history, and retention guarantees. It remains the client’s responsibility to maintain proper data continuity planning.
All client data remains the sole property of the client. Makios holds no claim of ownership over any client data temporarily stored or handled during the provision of services. Once data is released or transferred at the client’s request or direction, Makios is not responsible for the handling, security, or integrity of that data by third parties or by the client’s internal team.
If Makios does hold client data—whether temporarily or under a service arrangement—the following documentation is required before any permanent data release, transfer, or deletion can occur:
Due to the irreversible nature of data deletion, Makios will not process such requests without complete and verified documentation. Once data is deleted, overwritten, or purged, it cannot be recovered under any circumstances.
Non-payment does not constitute an automatic request for data deletion. Clients who become delinquent in payment remain responsible for instructing Makios on how to handle any data or services associated with their account. Makios cannot assume abandonment or intent to terminate services without explicit, authorized direction from the client.
If a client fails to make payment and Makios continues to incur third-party costs (such as licensing, infrastructure, or cloud storage), Makios reserves the right to suspend or cancel these services without additional notice after a grace period of thirty (30) calendar days. Following that, Makios may migrate the affected data to cold standby storage, where it will be retained for up to ninety (90) calendar days.
Cold standby storage is not considered active service and is not accessible to the client during this time. It is an archival environment meant only to mitigate cost exposure. Restoration of services or data from cold standby may involve significant time, effort, and cost, including infrastructure rebuilds or re-licensing. These efforts will not begin until the account is fully settled and are likely subject to additional charges.
Makios will make reasonable efforts to notify clients of the status of their services. “Reasonable efforts” include at minimum two (2) documented invoice notifications or billing-related communications sent to the client’s last known contact(s). Invoice delivery or billing notice shall be considered sufficient notice of service risk, data suspension, cold storage, or eventual deletion. Clients are responsible for ensuring internal communication among their own team; Makios does not assume responsibility for failed escalation within the client’s organization.
If no written instruction is received from the client within ninety (90) days of data being moved to cold storage, Makios reserves the right to permanently delete all affected data. The client agrees that failure to provide timely instruction constitutes a waiver of claims regarding data retention or deletion. Makios assumes no liability for data loss, access delays, or service interruption arising from non-payment, lack of instruction, or internal miscommunication on the client’s side.
Clients are strongly encouraged to coordinate with Makios Client Services well in advance of any service changes, cancellations, or financial disruptions to ensure clear communication and proper handling of critical data.
Makios is committed to delivering consistent, high-quality support and system management across all services under our care. To maintain that standard, it is essential that changes to managed environments are made with proper coordination, oversight, and technical understanding.
Clients are not restricted from managing or modifying their own infrastructure. However, the client acknowledges that Makios cannot and will not be held responsible for issues that arise from changes made without our knowledge, consultation, or approval—particularly when those changes are implemented by individuals lacking appropriate training or expertise.
When client personnel, internal IT staff, third-party vendors, or other non-Makios parties make changes that lead to system disruption, degraded performance, security exposure, or configuration conflicts, and Makios is required to intervene, the time and effort to remediate may fall outside the scope of standard support services. In such cases, Makios reserves the right to bill separately at prevailing hourly or project rates, even if the affected system is otherwise covered under a managed services agreement.
We understand that in some cases, especially during time-sensitive scenarios, decisions may need to be made quickly or without formal consultation. That said, we strongly encourage clients to involve Makios whenever possible—even if just for a quick confirmation—so we can help prevent unintended consequences. As the saying goes: it’s better to be safe than sorry.
For clarity, Makios considers a change to be “unauthorized” unless it was explicitly reviewed and approved in writing in a timely manner. General discussions, assumptions, or prior unrelated approvals do not constitute authorization. The client also accepts full responsibility for any actions taken by employees, contractors, internal IT personnel, or third-party vendors to whom they grant system access, regardless of intent or outcome.
This clause is not intended to limit the client’s autonomy or impose penalties for interacting with their own systems. Rather, it serves to ensure that Makios is not expected to assume liability or absorb the cost of remediating issues caused by poor planning, lack of technical understanding, or uncoordinated actions. The client retains full control over their environment, but with that control comes responsibility for the impact of changes made independently.
To reduce the risk of unnecessary downtime, unexpected cost, or conflict, clients are encouraged to consult with Makios before making changes to systems covered under a managed agreement—even if those changes seem minor or routine.
Makios applies sales tax on the sale of products, goods, and services only in states where we conduct business and are required to collect such taxes. For purchases made in states where Makios does not have a tax collection obligation, the responsibility for calculating and remitting applicable taxes falls on the client, unless state law dictates otherwise. Clients should consult their tax professionals or state tax authorities to ensure compliance with any applicable tax obligations. Makios is not responsible for determining, collecting, or remitting taxes in jurisdictions where we are not legally required to do so.
Clients requiring adherence to regulatory frameworks such as FINRA, HIPAA, PCI-DSS, or any other compliance standard acknowledge that Makios will exercise commercially reasonable efforts to implement security controls and operational safeguards consistent with best practices and any contractual obligations between the parties. However, Makios does not, and cannot, certify, warrant, or guarantee that the client is, or will remain, fully compliant with any regulatory or legal requirement imposed by state or federal authorities.
Where a formal agreement—such as a Business Associate Agreement (BAA) or similar compliance-related document—is executed, Makios will fulfill its stated security and operational commitments. That said, compliance is not a static condition but an evolving process subject to regulatory changes, shifting interpretations, and varying enforcement standards. The existence of an agreement with Makios does not, in itself, confer compliance upon the client, nor does it transfer to Makios any obligation to ensure or maintain the client’s compliance with applicable laws and regulations.
Furthermore, due to an inherent conflict of interest, Makios cannot serve as both the service provider and the independent entity responsible for determining or validating compliance. To maintain transparency and uphold industry best practices, Makios strongly advises all clients to engage an independent, third-party compliance auditor or consultant to conduct external assessments and ensure proper regulatory adherence.
Responsibility for achieving and maintaining compliance remains solely with the client. This includes implementing appropriate policies, procedures, and governance measures to meet their specific regulatory obligations. Makios bears no liability for any penalties, fines, enforcement actions, or legal consequences resulting from the client’s non-compliance with industry standards or statutory requirements. Additionally, Makios is not responsible for regulatory audits, filings, certifications, or attestations unless expressly agreed upon in a separate, written contract.
Our priority is to simplify and optimize the services we provide to our clients. In some cases, such as with broadband internet services, we may initially act as an intermediary to facilitate the setup and installation process. However, once the service is in place, it often makes more sense to transition the agreement to a direct relationship between the client and the provider. This is particularly true for services like broadband, which are more commodity-like utilities, where managing the relationship we would only add unnecessary complexity and cost. By removing the middleman, we help ensure that the client benefits from a more efficient, cost-effective solution without compromising on quality. We are committed to ensuring that any transition maintains the same high standard of service, and we’ll never move your account to a provider offering subpar service.
Makios is committed to honoring the agreed-upon pricing and upholding our end of the bargain, even if it means absorbing minor cost increases to avoid passing them on to the client. We view rate adjustments as a last resort and make every effort to maintain stable pricing. However, there are circumstances beyond our control where vendors, suppliers, or regulatory changes impose direct cost increases that we are unable to absorb. In such cases, Makios reserves the right to reasonably adjust rates to account for uncontrollable increases in expenses, including but not limited to inflation, taxes, licensing fees, software and hardware costs, labor market fluctuations, product scarcity, and other essential costs required to fulfill our obligations. Any rate adjustments will be implemented only when absolutely necessary and will be subject to a maximum annual increase of 8%. Adjustments will only occur in response to external factors that materially impact our ability to provide services under the terms of this agreement, ensuring that any changes are driven solely by unavoidable market conditions rather than discretionary pricing decisions.
Makios provides non-certified multi-pass data sanitation services, also referred to as a data wipe or drive wipe. This process is intended to overwrite all data on the designated storage media, including the operating system and all file structures, through hardware and/or software-based overwrite methods designed to render data reasonably inaccessible and unrecoverable under normal circumstances.
This service does not constitute certified data destruction under any governmental or industry compliance standards, including but not limited to NIST 800-88 or DoD 5220.22-M. Makios does not guarantee that data will be permanently irretrievable by advanced or forensic recovery techniques. The Client acknowledges that the service is provided on a best-effort basis for general data privacy purposes and is not intended to meet regulatory, evidentiary, or compliance-grade destruction requirements.
The Client understands and agrees that data backups are not included as part of the data sanitation, data wipe, or drive wipe service. Any required data backup must be arranged by the Client prior to service initiation. Makios may provide separate backup services upon request, which are billable based on the scope and complexity of the system being protected. Once the sanitation process has begun, the data is permanently overwritten and cannot be recovered under any circumstance. The Client acknowledges that initiating this service constitutes explicit authorization to proceed with irreversible data destruction.
Makios’ total liability for any claim, loss, or damage arising from or relating to data sanitation, data wipe, or drive wipe services shall not exceed the amount paid by the Client for the service. In no event shall Makios be liable for any consequential, incidental, indirect, or special damages, including but not limited to loss of data, business interruption, or reputational harm, resulting from or associated with the performance of this service.
Makios endeavors to perform its obligations with diligence and reliability; however, certain circumstances may adversely impact service performance or delivery. Such circumstances may include, but are not limited to, acts of God, natural disasters, utility failures, labor disputes, widespread internet outages, third-party vendor disruptions, governmental actions, and zero-day cyberattacks or other unforeseen security vulnerabilities which may affect multiple clients, systems, or services globally. In such events—regardless of Makios’ preparedness or response—performance may be delayed, impaired, or temporarily suspended. As these conditions are beyond the reasonable control of Makios, any applicable Service Level Agreements (SLAs) shall be considered suspended for the duration of the impact, and Makios shall not be held liable for any failure to meet SLA commitments during such periods. This section is intended to delineate the scope of liability, clarify indemnification obligations, and establish a framework for how such uncontrollable events are addressed under these Terms & Conditions.
This section defines the limitations of our liability and sets forth your indemnification obligations in the event of claims, damages, or losses arising from the use of our services. While we are committed to delivering timely and reliable support, there may be circumstances—such as delays or obstructions beyond our reasonable control—under which performance may be hindered. We regret to inform you that in such cases, despite our best efforts, certain outcomes may be unavoidable. These terms are intended to protect the interests of both parties and clarify responsibilities under such conditions.
To the fullest extent permitted by law, Makios shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, data, business opportunities, or service downtime, even if advised of the possibility of such damages. In no event shall Makios’ total liability, whether in contract, tort, or otherwise, exceed the amount paid by the client to Makios for the affected services in the three (3) months preceding the event giving rise to the claim.
Clients agree to indemnify, defend, and hold harmless Makios, its officers, employees, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including legal fees) arising out of:
Makios shall not be responsible for delays or failures in service delivery resulting from events beyond its control, including but not limited to natural disasters, cyberattacks, vendor failures, strikes, governmental actions, or widespread internet disruptions. Any failure to perform due to such circumstances shall not be considered a breach of these Terms & Conditions.
These Terms & Conditions shall be governed by and construed under the laws of the State of Texas, without regard to conflict-of-law principles. Any disputes arising under these Terms shall be resolved through mandatory mediation. If mediation fails, disputes shall be settled via binding arbitration in El Paso, Texas, in accordance with the rules of the American Arbitration Association. Litigation in court shall only be permitted for injunctive relief or enforcement of arbitration awards.
Makios Cloud Management is the foundation of every managed IT environment we deliver. It encompasses proactive maintenance, monitoring, and operational oversight across endpoints, servers, and user systems. Through daily review and scheduled patching, Makios works proactively to help client technology environments remain secure, updated, and performing reliably. Makios Cloud Management for Endpoints maintains workstations and laptops with automated patch management and best-effort performance monitoring to identify issues before they impact operations. Updates are reviewed daily and typically deployed on a weekly schedule, with critical updates released as soon as feasible based on operational requirements. Makios Cloud Management for Servers extends this same proactive model to server infrastructure, balancing uptime, performance, and security to maintain operational continuity. Makios Cloud Management for Users covers helpdesk and operational services that support day-to-day business operations, including domains, websites, SSL, Microsoft 365, internet services, printers, network infrastructure, and other mission-critical applications requiring hands-on management by the Makios team within the scope of the client’s active managed services agreement and systems under Makios’ direct administration. The specific terms and operational details applicable to each client environment are governed by the service-specific terms available on the Makios One Portal at one.makios.com/tc#management (login required). By subscribing to Makios Cloud Management, the client agrees to these terms, which operate in conjunction with other applicable service-specific terms. In the event of any conflict between these general terms and individual service terms, the individual service terms shall prevail.
Makios Technology provides managed services only for systems, software, and hardware that are currently supported by their respective manufacturers or developers. When any product, system, operating system, firmware, or software reaches end-of-life (EOL) or end-of-support (EOS), Makios Technology has no obligation to continue providing monitoring, patching, updating, or any related management or security services for those systems. Upon such status change, the affected system shall be considered unsupported, and Makios Technology shall have no responsibility or liability for its operation, performance, or security condition. Makios Technology may, at its sole discretion, discontinue services related to EOL or EOS systems without penalty or breach. Clients will be notified in writing prior to discontinuation and may elect to upgrade, replace, or decommission the affected systems. Continued use of unsupported systems after notification constitutes the Client’s explicit acceptance of all associated risks, including but not limited to loss of functionality, performance degradation, incompatibility, security vulnerabilities, and exposure to cyber threats.
Makios Technology shall not be held liable or otherwise responsible for any loss, damage, downtime, compromise, or claim arising out of or related to the Client’s use of any EOL (End of Life) or EOS (End of Support) system. The Client agrees to defend, indemnify, and hold harmless Makios Technology, its officers, directors, employees, contractors, and affiliates from and against all claims, actions, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to such use, except where such loss is directly and solely caused by the gross negligence or willful misconduct of Makios Technology. For purposes of this clause, “gross negligence” means a conscious and reckless disregard of known risks amounting to an intentional failure to perform, and does not include ordinary mistakes, omissions, or errors in judgment. The Client acknowledges and agrees that unsupported systems represent a significant and unmitigable risk to operational and information security, that Makios Technology has advised the Client of such risk, and that continuing to operate such systems is done entirely at the Client’s own risk and responsibility. By failing to properly shut down, upgrade, make compliant, remove, or cancel such systems, the Client expressly acknowledges that it is choosing to continue operation at its own discretion and assumes full responsibility for any resulting exposure, loss, or liability. The Client further acknowledges that determining the source of a cybersecurity incident involving unsupported systems can be technically complex and financially burdensome. If forensic investigation, legal response, or expert analysis is required to determine causation or defend against related claims, the Client agrees to bear all associated costs and expenses, including but not limited to third-party forensic services, expert witness fees, and attorney time, except where such investigation conclusively demonstrates that Makios Technology’s gross negligence or willful misconduct was the sole cause of the incident. Makios Technology reserves the right to suspend or terminate any services, monitoring, or management of systems that remain unsupported or in violation of this policy, without liability or penalty. Such action shall not constitute a breach of agreement by Makios Technology and shall not relieve the Client of any financial or indemnification obligations described herein.
Makios Cloud Security is a fully managed, all-inclusive cybersecurity framework designed and operated by Makios Technology. It delivers multi-layered protection across networks, endpoints, cloud services, and email systems to help businesses defend against evolving digital threats. The service integrates proactive defense, continuous monitoring, and managed detection and response to safeguard business operations and data integrity. These Terms & Conditions define the general expectations, responsibilities, and limitations applicable to Makios Cloud Security clients. For detailed information regarding service configuration, monitoring scope, escalation procedures, and threat response workflows, please refer to our service-specific client-only terms on the Makios One Portal at one.makios.com/tc#security (login required). By subscribing to Makios Cloud Security, the client agrees to these terms, which operate in conjunction with the Master Service Agreement (MSA) governing all managed services provided by Makios Technology.
Makios Technology shall not be held liable or otherwise responsible for any loss, damage, interruption, claim, or expense arising from or related to a cybersecurity incident, regardless of its cause or origin, including but not limited to hacking, ransomware, malware, data theft, unauthorized access, or service interruption. The Client agrees to defend, indemnify, and hold harmless Makios Technology, its officers, directors, employees, contractors, and affiliates from and against all claims, actions, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to any cybersecurity incident involving the Client’s systems, data, users, or third-party integrations, except to the extent that such incident is directly and solely caused by Makios Technology’s gross negligence or willful misconduct in performing the specific services included within the Client’s Makios service plan. For purposes of this clause, “gross negligence” means a conscious and reckless disregard of known risks amounting to an intentional failure to perform, and does not include ordinary mistakes, omissions, or errors in judgment. The Client acknowledges that cybersecurity is a shared responsibility and that Makios Technology’s ability to reduce risk depends on the Client’s implementation of recommended controls, cooperation, and ongoing diligence. Makios Technology’s liability, if any, is limited strictly to the specific services it provides and does not extend to any systems, configurations, policies, or environments outside its direct management or control. The Client further acknowledges that Makios Technology does not and cannot guarantee protection against cybersecurity incidents, that no such guarantee is made or implied, and that engagement of Makios Technology constitutes acceptance of these inherent limitations and shared responsibilities.
The Client acknowledges that Makios Technology provides cybersecurity and system management services designed to reduce, but not eliminate, exposure to cyber threats. These services are limited to the specific tools, systems, and monitoring capabilities included in the Client’s selected Makios service plan. Makios Technology is not responsible for any cybersecurity functions, configurations, or protections that fall outside the scope of those specific services. All our cybersecurity services are provided “as is” and without any express or implied warranty of merchantability or fitness for a particular purpose. No technology, system, or service—whether provided by Makios Technology or any third party—can ever be completely secure, error-free, or immune to unauthorized access, intrusion, or compromise. Cybersecurity involves inherent and evolving risks that cannot be entirely prevented or guaranteed against, including but not limited to hacking, ransomware, malware, data theft, unauthorized access, and service interruption. The Client acknowledges and accepts that all use of technology involves risk, that no guarantee of protection is made or implied, and that responsibility for managing such risk remains primarily with the Client, with Makios Technology contributing only through the defined services within its managed offerings. Makios Technology exercises commercially reasonable care consistent with generally accepted professional practices but makes no representation or warranty that such efforts will prevent or detect all threats. Makios Technology does not assume or accept responsibility for the overall security of any network, data, or user environment. The Client is solely responsible for maintaining its own security policies, configurations, and protective measures, including but not limited to access controls, password management, multifactor authentication, data backup, firewalls, and employee training. The Client acknowledges that cybersecurity requires ongoing diligence and cooperation and that failure to implement recommended controls or follow industry best practices significantly increases exposure to risk.
Makios Cloud Phones is a fully managed, all-inclusive communication platform designed and supported by Makios Technology. These Terms & Conditions outline the general expectations, limitations, and responsibilities between Makios and its clients with respect to this managed communication service. These terms serve as the public overview of the Makios Cloud Phones service. Service-specific details, including operational standards, escalation procedures, and technical delivery methods, are maintained in a private document available exclusively to current clients at https://one.makios.com/tc. By purchasing Makios Cloud Phones services, the client acknowledges that they have read, understood, and agree to be bound by these terms, as well as the service-specific terms available through the private portal.
Federal law requires that all multi-line telephone systems (MLTS)—such as those provided through Makios Cloud Phones—comply with specific emergency calling regulations. These laws are designed to ensure that when someone dials 911, emergency services receive accurate location information and the call can be completed without delay or confusion.
Two key pieces of legislation apply: Kari’s Law and the RAY BAUM’S Act. Together, they impose strict requirements on how emergency calls are routed and how location information is transmitted.
Compliance with these laws is not optional. Makios enforces these requirements across all cloud phone deployments. Clients are responsible for providing accurate information and keeping it up to date. Services will not be activated—or may be suspended—if required data is missing or incorrect.
Kari’s Law requires that users of multi-line phone systems (MLTS) be able to dial 911 directly—without needing to dial a prefix (such as “9”) for an outside line. It also mandates that a notification be sent to a designated individual at the location (such as a front desk, building manager, or security officer) whenever a 911 call is placed.
Clients using Makios Cloud Phones must ensure that:
Makios will configure systems to meet these requirements, but the client must supply accurate contact information and acknowledge ongoing responsibility to maintain internal notification procedures.
The RAY BAUM’S Act requires that a dispatchable location be transmitted to emergency responders when a 911 call is made. This location must include not only the street address but also details such as floor, suite, room number, or any other information needed to locate the caller within a building.
For every physical location using Makios Cloud Phone services, the client must assign a valid telephone number (DID) and an accurate, dispatchable address. Generic, vague, or shared entries are not acceptable under federal law.
Clients are responsible for:
Makios will assist with technical configuration of this information, but does not assume responsibility for validating or maintaining its accuracy. Failure to provide or update this information may result in service suspension or misrouted emergency calls, for which Makios assumes no liability.
Makios provides managed business phone systems through the Makios Cloud Phones platform. As part of that service, we enable technical features that support compliance with federal emergency calling regulations, including Kari’s Law and the RAY BAUM’S Act. These features include direct 911 dialing, emergency call notification capabilities, and dispatchable location support. This enablement applies only when Makios is actively managing the Cloud Phones service environment under a valid and current service agreement.
Makios is not a telecommunications common carrier and does not provide telecommunications services as defined under the Communications Act. We do not offer Public Switched Telephone Network (PSTN) access, we do not route or terminate emergency calls, and we do not maintain relationships with Public Safety Answering Points (PSAPs). All emergency calling functionality is provisioned solely through our licensed upstream voice service providers. These upstream carriers are registered with the appropriate authorities and assume all routing, dispatch, and regulatory responsibilities related to emergency calling. Makios does not white-label or mask the identity of these upstream providers in a way that would imply Makios directly controls the telephony infrastructure.
Makios does not sell phone hardware, SIP services, or voice licensing separate from our managed service offerings. All Cloud Phones deployments are delivered and supported as a complete managed solution. Clients are fully responsible for ensuring their internal policies, systems, and physical environments support emergency calling requirements. This includes supplying complete and accurate dispatchable location information for every assigned phone number and each physical site using Makios Cloud Phones.
The client agrees to notify Makios in writing within five (5) business days of any changes to location, address, number assignments, site expansions, or internal contact information relevant to emergency service routing. Makios may suspend service or delay activation if required information is missing, incomplete, or inaccurate. The client also acknowledges that E911 services do not apply to international numbers or users located outside the United States.
Makios does not verify, maintain, or assume liability for the accuracy or completeness of any client-supplied data. We are not responsible for emergency call failures, delays, or misrouted calls resulting from incorrect, missing, outdated, or unsubmitted information. The client assumes full responsibility for the legal and operational consequences of any emergency service failure arising from noncompliance.
By entering into an agreement for Makios Cloud Phones, the client acknowledges that emergency calling functionality is provided via upstream carriers and that Makios does not operate as a telecommunications carrier, does not guarantee the performance or availability of 911 services, and assumes no liability for failures outside of our direct technical configuration responsibilities.
Licensing covers all software and cloud subscriptions managed or procured through Makios Technology on behalf of the client. This primarily pertains to Microsoft 365 subscriptions but may also include other cloud or software licenses necessary to deliver managed services effectively. Under this framework, Makios assists clients in obtaining, assigning, renewing, and managing their software licenses. All license terms, usage rights, and limitations are defined by the originating software publishers and remain subject to those publishers’ current terms and conditions. Makios acts solely as the administrative and billing intermediary for supported platforms. Clients are fully responsible for ensuring that all licensing quantities, assignments, and user information accurately reflect current personnel and business needs. Makios provides oversight to help maintain compliance and continuity of service but cannot alter, override, or extend the rights granted by the software publisher. Because Makios underwrites and provisions licensing on behalf of clients, each license purchase, addition, or renewal request constitutes a binding financial commitment. Once submitted and processed, such requests cannot be reversed, cancelled, or annulled. The client accepts all legal and financial responsibility associated with these transactions, including costs arising from errors, over-licensing, or under-licensing due to inaccurate information provided to Makios. Licensing involves inherent financial and contractual risks. Clients should review all requests carefully before submission. Makios will not activate or modify licensing quantities without an explicit client request or authorization. All license procurement actions are executed on behalf of the client and create a direct, non-refundable obligation once processed. Licensing fees may fluctuate based on vendor pricing, subscription changes, or client-requested adjustments. Such changes will be reflected on future invoices or renewals in accordance with the publisher’s billing structure. The specific terms, license types, and applicable details for each client are governed by the service-specific terms available on the Makios One Portal at one.makios.com/tc#licensing (login required). By maintaining active licensing through Makios Technology, the client agrees to these terms, which operate in conjunction with other applicable service-specific terms. In the event of any conflict between these general terms and individual service terms, the individual service terms shall prevail.
Hardware purchases through Makios Technology include computers, networking devices, peripherals, and other physical components required to support managed services, infrastructure upgrades, or project implementations. Makios is not a retail reseller; all hardware is sourced to order based on the client’s approved specifications and is non-returnable once purchased. Unless specifically indicated, all items sold are new and sourced through authorized distribution channels. In some cases, Makios may need to procure equipment from verified aftermarket vendors to resolve availability or compatibility issues. In such cases, Makios will make every reasonable effort to disclose this information to the client before purchase. Makios may also sell used, refurbished, B-stock, or open-box equipment from time to time. Any such items will be clearly identified as such on the quote or indicated at the time of online purchase by the client. All equipment is tested prior to delivery whenever possible to ensure functionality and quality. Makios does not provide any warranty on hardware. All warranties, if any, are provided directly by the manufacturer or vendor. Items are sold as-is, except in the case of Dead on Arrival (DOA) equipment, which will be handled in good faith through the appropriate warranty or replacement process. Makios will assist with manufacturer warranty or support claims when applicable but is not responsible for vendor decisions, processing times, or outcomes. All hardware sales are final. Orders are placed directly with distributors and manufacturers on behalf of the client and cannot be cancelled, refunded, or exchanged once submitted. Clients are responsible for reviewing and confirming all specifications, models, and compatibility requirements before approval. Makios is not responsible for incorrect or incompatible equipment resulting from inaccurate client information, project changes, or post-approval modifications. In rare cases where a return is approved by Makios management, a restocking fee of up to 20% may apply, in addition to any applicable return shipping or handling costs. Restocking requests will only be considered when explicitly approved in writing by Makios management. Otherwise, all hardware sales are considered final and non-returnable. Ownership of hardware transfers to the client upon full payment. Until payment is received in full, all equipment remains the property of Makios Technology or its suppliers. Risk of loss or damage passes to the client upon delivery to the shipping address or pickup location. Hardware pricing and availability are subject to change without notice based on distributor inventory, market conditions, and manufacturer supply. Quotes are valid only at the time of issuance and are subject to adjustment if pricing, stock, or shipping costs change prior to order confirmation. Orders are not guaranteed until Makios receives full payment or formal written approval to proceed. For orders under $1,000 (pre-tax), shipping and handling fees may apply. These typically average around $15 but may vary by distributor, size, or destination. Makios makes every reasonable effort to include estimated shipping fees on the quote; however, final costs are determined by the distributor and may be added after processing. All shipping costs are treated as pass-through expenses and are non-refundable once incurred. Delivery times are dependent on distributor stock and carrier performance. Makios provides estimated delivery dates but does not guarantee specific shipping or arrival timelines. Once equipment leaves distributor custody, Makios cannot be held responsible for carrier delays, damages, or losses. Clients should inspect all deliveries upon arrival and report any visible damage immediately. Payment terms for hardware purchases are typically due in advance unless otherwise agreed in writing. Delayed or unpaid invoices may result in order cancellation, shipment holds, or delayed deployment of related services. Makios strives to provide reliable, quality hardware and will always act in good faith to ensure client satisfaction. While not every situation can be anticipated, we make every effort to deliver tested, functional products and to resolve issues quickly and professionally. Specific terms, warranty details, discounts, special agreements and/or fulfillment processes applicable to each client order are governed by the service-specific terms available on the Makios One Portal at one.makios.com/tc#hardware (login required). By purchasing hardware through Makios Technology, the client agrees to these terms, which operate in conjunction with other applicable service-specific terms. In the event of any conflict between these general terms and individual service terms, the individual service terms shall prevail.
The Makios Public Website, Makios Client Portal, and Makios One Portal are provided to clients strictly as a convenience to facilitate communication, collaboration, and access to information. These systems are provided on an “as is” and “as available” basis and carry no guarantees of uptime, performance, access continuity, or data availability. Makios is not liable for any loss, delay, or damages resulting from unavailability, modification, or discontinuation of portal access. Portal access does not constitute a service right, product entitlement, or paid feature. These platforms are operated at the sole discretion of Makios Technology to improve efficiency and client experience. Makios may modify, restrict, suspend, or discontinue any portal functionality, design, or access at any time without prior notice. Where applicable, Makios may charge fees for additional user licenses or administrative access to offset the costs of security, compliance, or infrastructure. Such fees may be adjusted or discontinued at Makios discretion, with or without notice. These fees do not imply ownership, guarantee of access, or preservation of historical data, reports, or files that may have existed before system updates or changes. Data displayed within any portal is informational only. It does not constitute an official record, invoice, or statement of account. The authoritative record for service history, billing, tickets, and account data resides within Makios Technology internal systems of record. Makios is not responsible for loss of access, deleted or modified content, or reliance on information retrieved from any portal interface. Portal access is granted on an as needed basis and is not automatically provided to all clients. Access levels, roles, and user permissions are determined and managed by Makios based on the active service relationship, security requirements, and business need. Makios may revoke or modify access for any user or organization at any time for reasons including security concerns, inactive status, account delinquency, or administrative review. Makios is not liable for business interruption, loss, or inconvenience resulting from suspension or termination of access. Clients are responsible for maintaining current contact information and ensuring that authorized users are correctly designated. Makios is entitled to rely on the actions of users identified as authorized by the client, and the client accepts full responsibility for maintaining accurate authorization records. Clients should periodically review user access lists to keep them aligned with staffing and security requirements. Makios is not responsible for unauthorized access or misuse of client data resulting from credential sharing, compromised accounts, or insufficient security practices on the client side. Clients are responsible for maintaining proper access controls, password hygiene, and user management policies. Makios does not guarantee the retention of historical data, reports, or files beyond what is operationally or legally required. Portal data may be removed, replaced, or modified during maintenance or system updates. Clients should maintain independent copies of critical information. Makios may update or modify these portal terms at any time. Continued use of the Makios Public Website, Makios Client Portal, or Makios One Portal constitutes acceptance of the most current version. For details regarding service specific portal functions, costs, or user management, clients should refer to their service specific terms on the Makios One Portal at https://one.makios.com/tc#portals (login required).