Serjax Limited – General Terms & Conditions for Managed Services
These General Terms & Conditions (“Terms”) apply to all Services provided by Serjax Limited (“we”, “us”, “our”) to the client (“you”, “your”) under any Proposal, Managed Services Agreement, or Quotation referencing them.
1. Definitions & Interpretation
1.1 Services: The managed IT services, support, monitoring, backup, SaaS, security, and related services described in your Proposal or Statement of Work.
1.2 Proposal / Agreement: The written document you sign (quote, SOW, contract) that references these Terms.
1.3 Commencement Date: The date on which Services begin, as per the Proposal or Agreement.
1.4 Confidential Information: All non-public information, business, technical or other data disclosed by one party to the other, which is marked as confidential or should reasonably be understood as confidential.
1.5 Force Majeure Event: Events beyond a party’s reasonable control (e.g. flood, fire, strikes, pandemic, power outage, acts of government) that prevent performance.
2. Scope, Changes & Exclusions
2.1 Scope: We will provide the Services listed in the Proposal, subject to these Terms.
2.2 Exclusions: Services or work not explicitly listed (e.g. migrations, third-party software fixes, hardware repairs, unmanaged services) are excluded.
2.3 Change Requests: If you request additional services not in scope, we will quote them separately. We may require revised timelines or fees.
2.4 Technology Platform & Minimum Standards: You must maintain devices and systems according to our Minimum Standards (e.g. OS versions, latest patches, antivirus). Noncompliant systems may be excluded or subject to additional charges.
3. Term, Renewal & Termination
3.1 Term: The Agreement runs for the Commitment Term stated in the Proposal.
3.2 Automatic Renewal: At the end of the term, the Agreement renews automatically for the same period unless 60 days’ written notice is given by either party.
3.3 Termination for Cause: Either party may terminate for material breach if the other fails to remedy a breach within 30 days of written notice.
3.4 Termination for Convenience: Either party may terminate for convenience with 90 days’ prior written notice.
3.5 Effect of Termination: You must pay all outstanding fees and charges. We may suspend or remove access to Services. Upon termination, we’ll provide export of your data as agreed (if practicable) but are not obliged to restore or transform it beyond our scope.
4. Fees, Billing & Payment
4.1 Recurring Fees: Billed monthly in advance unless otherwise agreed.
4.2 One-time / Project Fees: Billed as per Proposal, either on acceptance or on deliverable completion.
4.3 Payment Terms: Payment is due within 14 days from invoice date unless otherwise agreed.
4.4 Late Payment: Overdue invoices may incur interest at 2% per month (or the maximum allowed by law) and may result in service suspension.
4.5 Price Adjustments: We may adjust fees (e.g. annually) to account for inflation, cost increases, or changes to scope, with 60 days’ notice.
5. Service Levels & Support
5.1 SLA / Response Times: We commit to respond and resolve incidents per the SLA in the Proposal or Appendix.
5.2 Credit / Remedies for SLA Breach: If we fail SLA targets, you may be eligible for service credits (capped at 25% of that month’s recurring fee for the impacted service).
5.3 Support Channels: We accept requests via the agreed channels (helpdesk portal, email, phone).
5.4 Exclusion from SLAs: Issues caused by your negligence, unapproved software, network outages outside our control, or force majeure are excluded.
6. Client Responsibilities
6.1 You will provide timely access, credentials, cooperation and resources necessary for us to deliver Services.
6.2 You will maintain valid licences for all third-party software, hardware, and infrastructure not covered by us.
6.3 You will designate a Primary Contact for communications and escalations.
6.4 You must not impede, block, or disable any monitoring, management agents, or access we need to perform our Services.
7. Confidentiality & Data Protection
7.1 Both parties will treat Confidential Information as secret and use it only to fulfill obligations under this Agreement.
7.2 We comply with GDPR and Irish Data Protection law. You may request our Data Processing Agreement (DPA).
7.3 We will securely delete or return your data upon termination, subject to agreed retention periods or legal obligations.
8. Intellectual Property & Deliverables
8.1 You own your pre-existing data, systems, and content.
8.2 We retain all IP in tools, scripts, diagnostics, processes, or software developed independently or used in delivering Services.
8.3 Deliverables (reports, documentation) are licensed to you for internal business use.
9. Indemnification
9.1 You agree to indemnify and hold us harmless from claims, damages, or losses arising from your use of the Services, breach of licence terms, third-party integrations, or violation of law.
9.2 Our indemnity obligations (if any) are limited by the liability clauses below.
10. Limitation of Liability
10.1 Except for liability for death, personal injury, or fraud, our aggregate liability to you shall not exceed the total fees paid by you in the 12 months prior.
10.2 We shall not be liable for indirect, consequential, incidental, special, or loss-of-profit damages.
10.3 We are not liable for data loss unless it results from our negligence and you complied with backup responsibilities.
10.4 Third-party integrations, changes by you or others, or external outages are out of our liability scope.
11. Force Majeure
Neither party is liable for failure to perform due to a Force Majeure Event. The affected party must notify the other and resume performance as soon as reasonably possible.
12. Audit, Compliance & Subcontracting
12.1 We may subcontract or use third parties, but we remain responsible for their compliance with these Terms.
12.2 We may audit your environment to ensure you remain within scope / meet obligations.
12.3 You will maintain insurance appropriate to your business (e.g. professional indemnity, data breach) and provide evidence upon request.
13. Notices, Assignment & General Provisions
13.1 Notices: Must be in writing and delivered by email or registered post to the addresses in the Agreement.
13.2 Assignment: You may not assign the Agreement without our written consent.
13.3 Waiver: Failure to enforce a provision does not waive future rights.
13.4 Severability: If any clause is invalid or unenforceable, the remainder of the Terms remain in effect.
13.5 Entire Agreement: This document plus any Proposal/Appendix supersedes all prior discussions.
13.6 Governing Law & Dispute Resolution: Irish law governs this Agreement. Disputes shall be resolved in the courts of Ireland (or arbitration, if you prefer – specify).