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TERMS OF SERVICE

Effective Date: February 8, 2026

Last Updated: February 8, 2026


1. ACCEPTANCE OF TERMS

These Terms of Service (“Terms”) constitute a legally binding agreement between McDonald Technology Consultants, Inc. DBA MTC Group (“Company,” “we,” “us,” or “our”) and the client or organization (“Client,” “you,” or “your”) accessing or using our services. By engaging our services, submitting a service request, or executing a service agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.


2. SERVICES PROVIDED

MTC Group provides comprehensive physical security consulting, risk management, and integrated security solutions, including but not limited to:

2.1 Integration Services

Design, implementation, and deployment of fully integrated physical security solutions including fencing, access control systems, closed-circuit television (CCTV), robotics, perimeter detection systems, and related technologies.

2.2 In-Transit Security

Protection services for shipments and high-value cargo, including smart lock systems, GPS tracking devices, video monitoring, route surveillance, and optional armed escort services for freight transportation.

2.3 Real-Time Monitoring & Remote Access

24/7/365 security monitoring services utilizing automation, artificial intelligence, video analytics, and remote access control systems, available as direct service or white-label solutions.

2.4 Guard Buying Service

Sourcing, vetting, contract negotiation, management, and deployment of third-party security guard services on behalf of clients.

2.5 Guard Services 2.0

Technology integration and modernization consulting for security guard companies, including GPS tracking implementation, live monitoring systems, and AI-enhanced operational solutions.

2.6 Physical Security Assessments

Comprehensive security audits, vulnerability assessments, risk analysis, and strategic security planning services.

2.7 Investigations

Professional investigative services for matters including theft, fraud, misconduct, internal investigations, and security incident analysis.


3. SERVICE AGREEMENTS AND SCOPE

3.1 Statement of Work

All services shall be governed by a detailed Statement of Work (“SOW”) or Service Agreement that specifies the scope, deliverables, timeline, pricing, and specific terms applicable to the engagement. In the event of any conflict between these Terms and a signed SOW, the SOW shall control.

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any service or feature at any time with reasonable notice to active clients. We will work with clients to transition to alternative solutions where feasible.

3.3 Third-Party Service Providers

Certain services may involve the engagement of vetted third-party vendors, contractors, security personnel, or technology providers. While we maintain rigorous vetting and management standards, Client acknowledges that such third parties are independent contractors and not employees or agents of MTC Group.


4. CLIENT RESPONSIBILITIES

4.1 Accurate Information

Client agrees to provide accurate, complete, and timely information necessary for the performance of services, including site access, security requirements, operational details, and relevant background information.

4.2 Site Access and Cooperation

Client shall provide reasonable access to facilities, systems, personnel, and documentation necessary for service delivery. Client is responsible for obtaining all necessary permissions, permits, and authorizations for service implementation.

4.3 Client Insurance for High-Value Cargo

For any high-value, sensitive, or time-critical shipments (including electronics or other high-theft-risk cargo), Client is solely responsible for maintaining appropriate insurance coverage (including cargo and transit insurance) at Client’s expense. Company does not act as an insurer and does not assume responsibility for insuring Client’s goods or operations.

4.4 Compliance with Laws

Client shall comply with all applicable federal, state, and local laws, regulations, and industry standards related to security operations, data protection, employment, and use of security personnel or equipment.

4.5 Safety and Working Conditions

Client is responsible for maintaining safe working conditions at all client-controlled locations and promptly notifying us of any safety hazards, security incidents, or changes to site conditions that may affect service delivery.


5. FEES AND PAYMENT

5.1 Pricing

Fees for services shall be specified in the applicable SOW or Service Agreement. Unless otherwise stated, all fees are quoted in United States Dollars (USD).

5.2 Payment Terms

Invoices are payable within thirty (30) days of the invoice date unless otherwise specified. Late payments may incur interest charges at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower).

5.3 Expenses

Client shall reimburse reasonable, pre-approved expenses incurred in connection with service delivery, including travel, equipment, materials, and third-party costs, as detailed in the applicable SOW.

5.4 Taxes

Fees do not include applicable sales, use, excise, value-added, or other taxes. Client is responsible for all such taxes (excluding taxes based on our net income).

5.5 Suspension for Non-Payment

We reserve the right to suspend services if payment becomes more than thirty (30) days past due, following written notice and a reasonable cure period.


6. TERM AND TERMINATION

6.1 Term

The term of service shall be as specified in the applicable SOW or Service Agreement. Services requiring ongoing performance may automatically renew for successive periods unless either party provides written notice of non-renewal as specified in the agreement.

6.2 Termination for Convenience

Either party may terminate services for convenience with written notice as specified in the SOW, typically thirty (30) to ninety (90) days depending on service type. Client remains responsible for fees incurred through the effective termination date.

6.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days of written notice; (b) becomes insolvent or subject to bankruptcy proceedings; or (c) ceases business operations.

6.4 Effect of Termination

Upon termination, Client shall: (a) pay all outstanding fees and expenses; (b) return or destroy all Company property, confidential information, and materials; and (c) cooperate with reasonable transition procedures. Provisions that by their nature should survive termination shall remain in effect.


7. INTELLECTUAL PROPERTY

7.1 Company Property

All methodologies, processes, software, algorithms, AI models, monitoring systems, assessment frameworks, reporting templates, and proprietary materials developed or utilized by MTC Group remain our exclusive intellectual property.

7.2 Client Data

Client retains all ownership rights to data, information, and materials provided to us. By engaging our services, Client grants us a limited license to use such materials solely for the purpose of service delivery.

7.3 Deliverables

Unless otherwise specified in the SOW, deliverables created specifically for Client (such as security assessments, reports, or custom configurations) become Client property upon full payment. However, we retain the right to use generalized findings, methodologies, and anonymized data for our business purposes.


8. CONFIDENTIALITY

8.1 Confidential Information

Each party agrees to maintain in confidence all non-public information disclosed by the other party, including business operations, security vulnerabilities, proprietary methodologies, pricing, and client data.

8.2 Exceptions

Confidential information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law or legal process.

8.3 Security Measures

We implement reasonable administrative, technical, and physical safeguards to protect confidential information. However, no security system is impenetrable, and we cannot guarantee absolute security.


9. WARRANTIES AND DISCLAIMERS

9.1 Professional Standards

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. We will re-perform deficient services at no additional charge if notified in writing within thirty (30) days.

9.2 DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.3 No Guarantee of Outcomes

Security services involve inherent risks and uncertainties. While we employ best practices and experienced professionals, we do not guarantee that our services will prevent all security incidents, theft, loss, unauthorized access, or other adverse events. Client acknowledges that security is risk management, not risk elimination.

9.4 Third-Party Services

We disclaim all liability for the acts, omissions, performance, or quality of third-party security personnel, contractors, equipment manufacturers, or service providers, even if vetted or recommended by us.


10. LIMITATION OF LIABILITY

10.1 Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY FOR THE SERVICES GIVING RISE TO THE CLAIM.

10.3 Essential Purpose

The limitations in this Section 10 reflect the allocation of risk between the parties and shall apply regardless of whether any remedy fails of its essential purpose.

10.4 Insurance

Client is strongly encouraged to maintain appropriate insurance coverage for their operations, assets, and potential security-related losses, including (where applicable) cargo and transit insurance sufficient to cover high-value shipments.


11. INDEMNIFICATION

11.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless MTC Group, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from: (a) Client’s breach of these Terms; (b) Client’s negligence or willful misconduct; (c) Client’s violation of applicable laws; or (d) unauthorized use of our services or deliverables.

11.2 Company Indemnification

We agree to indemnify Client from third-party claims alleging that our services infringe intellectual property rights, provided Client: (a) promptly notifies us in writing; (b) grants us sole control of the defense and settlement; and (c) reasonably cooperates with our defense.


12. INSURANCE

MTC Group maintains appropriate commercial general liability, professional liability, and workers’ compensation insurance policies. Certificates of insurance are available upon request. Clients requiring specific coverage amounts or additional insured status should specify such requirements in the SOW.


13. DATA PROTECTION AND PRIVACY

13.1 Privacy Policy

Our collection, use, and protection of personal and client data is governed by our Privacy Policy, available at roisecuritysavings.com and incorporated herein by reference.

13.2 Data Security

We implement industry-standard security measures to protect client data collected through GPS tracking, video monitoring, access control systems, and other security technologies. This includes encryption, access controls, regular security audits, and vendor management protocols.

13.3 Data Retention

We retain client data only as long as necessary for service delivery, legal compliance, or as specified in the applicable SOW. Clients may request data deletion subject to legal and operational requirements.

13.4 Data Breach Notification

In the event of a data security incident affecting client information, we will notify affected clients in accordance with applicable law and our internal incident response procedures.


14. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, pandemics, utility failures, or internet disruptions. The affected party shall promptly notify the other and use reasonable efforts to resume performance.


15. DISPUTE RESOLUTION

15.1 Informal Resolution

The parties agree to first attempt to resolve any dispute through good faith negotiations between senior management representatives.

15.2 Mediation

If negotiations fail, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator before pursuing litigation or arbitration.

15.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles.

15.4 Jurisdiction

Subject to the mediation requirement above, any legal action arising from these Terms shall be brought exclusively in the state or federal courts located in Georgia, and each party consents to the personal jurisdiction of such courts.


16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with any signed SOW or Service Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements relating to the subject matter.

16.2 Amendments

These Terms may be amended only by written agreement signed by authorized representatives of both parties. We may update these Terms for prospective engagements by posting revised Terms on our website with reasonable advance notice.

16.3 Waiver

No waiver of any provision shall constitute a waiver of any other provision or subsequent breach. Any waiver must be in writing and signed by the waiving party.

16.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

16.5 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that we may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

16.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship.

16.7 Notices

All notices must be in writing and delivered to the addresses specified in the SOW or Service Agreement. Notices are deemed effective upon receipt or three (3) business days after mailing by certified mail.

16.8 Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws, regulations, and industry standards, including those related to security operations, employment, data protection, export controls, and anti-corruption.

16.9 Survival

Sections 5 (Fees and Payment), 7 (Intellectual Property), 8 (Confidentiality), 9.2-9.4 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 13 (Data Protection), 15 (Dispute Resolution), and 16 (General Provisions) shall survive termination or expiration of these Terms.


17. CONTACT INFORMATION

For questions regarding these Terms of Service, please contact:

MTC Group
Phone: (770) 637-9300
Email: info@mtcsecuritygroup.com
Website: roisecuritysavings.com


BY ENGAGING OUR SERVICES OR EXECUTING A SERVICE AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.