These Terms of Service ("Terms") are a binding agreement between you and NxtLayer IT ("NxtLayer IT," "we," "us," "our"). They apply when you use nxtlayeritcloud.com, request or receive our free Microsoft 365 security assessment, use our client portal, or receive services from us.
By using this site or requesting any service, you accept these Terms. If you do not accept them, do not use the site or request the service.
If you are accepting on behalf of a company or other organization, you represent that you have the authority to bind that organization, and "you" means that organization.
NxtLayer IT is a Microsoft-focused IT services firm based in Phoenix, Arizona, and a Microsoft Cloud Solution Provider (CSP). We provide Cloud PC workspaces, Intune and endpoint management, identity security baselines, Zero Trust architecture, compliance readiness, licensing optimization, lab and burst environments, managed security services, and related consulting.
We also publish the Autobots Suite of software products. Each of those products has its own Terms of Service, linked in the footer of this page, and those product terms govern your use of that product.
These Terms are the baseline. They are not meant to replace a negotiated contract.
If you and NxtLayer IT have signed a Master Services Agreement, Statement of Work, Business Associate Agreement, or other written agreement, that agreement controls wherever it conflicts with these Terms. These Terms fill gaps the signed agreement does not address.
Order of precedence, highest first: a signed Business Associate Agreement or data protection agreement, then a signed Master Services Agreement, then an executed Statement of Work or quote, then these Terms.
We offer a free assessment of your Microsoft 365 or Azure environment, with a written report delivered within 48 hours of the assessment being completed. It is free, and it carries no obligation to purchase anything.
The assessment requires read-only access to your tenant. By granting that access you represent that you are authorized to do so for your organization. You may revoke access at any time from your Microsoft 365 admin center, which immediately ends our ability to read your environment.
We request the minimum permissions needed to read configuration. We do not request permission to change your environment, and we do not read the contents of mailboxes, files, chats or meetings. How we handle what we do read is described in our Privacy Policy.
The report describes your configuration and security posture at a point in time and makes recommendations. It is a professional opinion based on the data available to us during the review.
The assessment is not a certification, audit, penetration test, or legal or regulatory compliance determination. It does not guarantee that your environment is secure, and it does not establish that you meet any standard or regulation. Acting on the recommendations is your decision and your responsibility.
We may decline an assessment request, limit the offer, or discontinue it at any time. Promotional terms such as founder or early-adopter pricing are limited as stated at the time of the offer and may end without notice.
Our services are quoted, not sold off the shelf, because scope depends on your user count, existing Microsoft licensing, and compliance requirements. Any figures shown on this site are illustrative ranges, not offers. Your quote governs.
| Model | How it is structured |
|---|---|
| Foundation | Per user, per month. Available month-to-month or annually. |
| Lab / Burst | Per environment, per day. No minimum commitment. |
| White-Label | Partner arrangements, typically structured as annual agreements. |
Services begin when we accept your order and you accept the quote or Statement of Work. Onboarding timelines described on this site are targets, not guarantees, and depend on your cooperation and the state of your environment.
As a Microsoft Cloud Solution Provider, we can provision, manage and bill Microsoft licenses on your behalf. Where we do:
We are not responsible for outages, defects, data loss or changes within Microsoft's own services. We will act as your advocate with Microsoft where we reasonably can.
If an invoice is more than 30 days overdue, we may suspend services after giving you written notice and a reasonable chance to cure.
Month-to-month subscriptions continue until either party cancels with at least 30 days written notice before the next billing date. Annual subscriptions run for the stated term and renew for successive terms unless either party gives written notice at least 30 days before the renewal date. Lab and Burst environments have no minimum term and stop when you stop using them.
Either party may terminate for material breach if the breach is not cured within 30 days of written notice.
Backups matter. If backup and recovery are not written into your scope, we are not providing them, and you remain responsible for your own data protection.
You agree not to use this site, our services or any environment we provide to:
Your data stays yours. We claim no ownership of the data in your environment, and we use it only to deliver and support the services you have engaged us for.
Each party will protect the other's confidential information with at least reasonable care and will not disclose it except to people who need it to perform this agreement. These obligations survive termination.
Where we handle information subject to HIPAA, the Gramm-Leach-Bliley Act, or professional confidentiality obligations, we do so under the signed agreement that covers it, including a Business Associate Agreement where HIPAA applies. Our handling of personal information is described in the Privacy Policy.
We may use anonymized, aggregated operational data that does not identify you or your people to improve our services. We will not publish your name as a client or use your results in marketing without your written permission.
NxtLayer IT™, the Autobots Engine™, the Autobots Suite products, and all related software, branding, templates, documentation and methodologies are and remain our property. Nothing in these Terms transfers ownership of them to you.
Once you have paid the applicable fees, you receive a non-exclusive, non-transferable license to use the deliverables we produce for you, such as reports, documentation and configurations, for your own internal business purposes.
If you send us feedback or suggestions, we may use them without obligation or compensation to you.
Our services depend on third-party platforms, including Microsoft, Cloudflare and others. Those platforms have their own terms, and their availability and behavior are outside our control. We are not liable for their acts, omissions, outages or changes. This site also links to third-party sites we do not control.
We warrant that we will perform services in a professional and workmanlike manner consistent with generally accepted industry practice. If we fail to do so and you tell us in writing within 30 days, we will re-perform the affected work, which is your exclusive remedy for that failure.
Except as expressly stated in these Terms, this website, the free assessment, and all services are provided "as is" and "as available," without warranty of any kind. To the fullest extent permitted by law, NxtLayer IT disclaims all other warranties, express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
We do not warrant that the services will be uninterrupted or error free, that any environment will be free of vulnerabilities, or that any security measure will prevent every incident. No security program eliminates risk.
To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, or loss of or damage to data, even if advised of the possibility.
Each party's total aggregate liability arising out of or relating to these Terms will not exceed the amounts you paid to NxtLayer IT in the three (3) months immediately preceding the event giving rise to the claim. For the free assessment, where no fees were paid, our total aggregate liability will not exceed one hundred US dollars ($100).
These limits do not apply to a party's indemnification obligations, to breach of confidentiality, or to liability that cannot be limited under applicable law.
These limitations allocate risk between us and are reflected in our pricing. They apply even if a limited remedy fails of its essential purpose.
You will defend, indemnify and hold harmless NxtLayer IT and its personnel from third-party claims arising out of your breach of these Terms, your violation of law, your data or content, or your failure to hold the rights or authorizations you represented you held.
We will defend, indemnify and hold harmless you from third-party claims that our services as delivered infringe that third party's intellectual property rights, except where the claim arises from your data, your instructions, or your combination of our deliverables with something we did not supply.
The party seeking indemnity must give prompt written notice, allow the other party to control the defense, and cooperate reasonably.
We may suspend or terminate access immediately if you breach Section 10, if your use threatens the security or integrity of our systems or another client's environment, or if required by law. Where practical, we will give notice first.
On termination, your right to use the services ends and any fees accrued through the termination date become due. On written request made within 30 days of termination, we will provide a reasonable export of your data in a commercially standard format. After that period we may delete it in accordance with our retention practices.
Sections that by their nature should survive will survive, including confidentiality, intellectual property, disclaimers, limitation of liability, indemnification and governing law.
We may update these Terms as our services or the law change. The Effective Date at the top reflects the current version. For material changes affecting active clients, we will give at least 30 days notice by email or through the client portal. Continuing to use the services after a change takes effect means you accept the updated Terms. Terms in a signed agreement do not change this way.
These Terms are governed by the laws of the State of Arizona, without regard to its conflict of laws rules.
We would rather solve a problem than litigate one. Before filing anything, contact us and give us 30 days to resolve it in good faith.
Any dispute not resolved informally will be settled by binding arbitration in Maricopa County, Arizona, under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction.
Disputes will be resolved individually. Neither party may bring a claim as a plaintiff or class member in a class, collective or representative action. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information.
Questions about these Terms:
See also our Privacy Policy, and the product terms for Sensei™, Cipher™, Sage™ and Helm™.