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Our Terms & Conditions
Cyberspace IT c/o Global IT Technologies Group LLC, an Parent Business Entity, Limited Liability Corporation Registered in Florida, United States, 7901 4th St N, Ste 14023, St Petersburg, Florida, 33702, legal@cyberspace-it.com +1 863 225-1463
Global IT Technologies Group LLC, an Overseas Business Entity, Limited Liability Corporation Registered in United Kingdom, 86/90 Paul Street, London, Greater London, EC2A 4NE
Limitations of Liability WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COM\PENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (ii) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (d) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Glo IT’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO Cyberspace IT c/o Global IT Technologies Group LLC, OR Cyberspace IT c/o Global IT Technologies Group LLCPARTNER IF PAID TO A Cyberspace IT c/o Global IT Technologies Group LLC PARTNER, FOR THE SERVICES THAT CAUSED SUCH DAMAGE IN THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. The limitation of liability set forth above is a fundamental element of the basis of this Agreement between Cyberspace IT c/o Global IT Technologies Group LLC and you. Cyberspace IT c/o Global IT Technologies Group LLC would not be able to provide the Services on an economic basis without such limitations.
Despite any other provision to the contrary contained in the Agreement , all outstanding payments payable to Cyberspace IT under the Agreement shall become due immediately: (i) on termination of the Agreement, (ii) on the commencement of any act or proceeding in which the Customer’s solvency is involved, (iii) where the Customer fails to make (or admits its inability to make) any payment required to be made under the Agreement or any other material agreement between the Customer and Cyberspace IT when such payment is due, (iv) if Cyberspace IT determines in its sole discretion that the Customer (or any member of its Group to which Cyberspace IT may supply Services and/or Products under the Agreement), represents a credit risk, or its financial position deteriorates to such an extent that its capability to adequately fulfil its obligations (including but not limited to the payment obligations) under the Agreement has been placed in jeopardy. In the above scenarios Cyberspace IT may, by notice to the Customer declare that all outstanding payments, accrued interest and all other amounts accrued or outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable. This clause 13.3 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
Without prejudice to any other right or remedy Cyberspace IT may have in respect of any failure by the Customer to pay the Charges or other monies payable pursuant to the Agreement, Cyberspace IT may charge interest at the rate 5% above the base rate of the Bank of England from time to time in force, after as well as before judgement on any amount due from the Customer to Cyberspace IT from the date due for payment until payment is received.
If the Customer fails to pay any sum due under the Agreement on the due date for payment, Cyberspace IT may, without prejudice to any other any other right or remedy it may have, withdraw the provision of Services or any part thereof until all overdue payments are made in full.
Notwithstanding the provisions of clauses 13.1, 13.5 and 13.6, Cyberspace IT agrees not to terminate and/or suspend the Services in the event of late payment due to clerical error or banking oversight on the Customer’s part, provided the Customer subsequently makes payment upon receipt of reminder from Cyberspace IT no later than seven (7) days from the date the invoice should have been paid.
Any credit note, balance or other liability issued by Cyberspace IT to the Customer shall expire, without notice, within twelve (12) months of the date of issuance by Cyberspace IT. The Customer shall be deemed to have forfeited any right to such credit amounts and shall not be entitled to a replacement or repayment of any amounts related thereto.
Novation Background: This Addendum to the Contract is hereby made to formally notify and document the change in the name of the Supplier from Orbital IT t/a GITG Holdings Limited to Cyberspace IT c/o Global IT Technologies Group LLC, effective January 01, 2023. The parties entered into the original contract on or before September 04, 2022, and this Addendum is intended to ensure that all references to the Supplier’s name in the contract are updated to reflect the new company name under resolution.
No Change in Rights or Obligations: This Addendum to Contract, effective as of January 01, 2023, does not alter or affect any rights or obligations of either party under the original contract or any prior addendum; it solely pertains to the change of the Supplier’s name. Additionally, this Novation to Contract is effective as of October 17, 2023.
Entire Agreement: This addendum constitutes the entire agreement between the parties concerning the change of the Supplier’s name and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.
“Confidential Information” means a party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. “Confidential Information” does not include the Licensed Materials (which are subject to other restrictions under this Agreement. All business terms of this Agreement, including, but not limited to, pricing and access, shall be considered Confidential Information of Cyberspace IT c/o Global IT Technologies Group LLC.
Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Term of this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement. The foregoing restrictions shall not apply to Confidential Information that: (a) was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party; (b) was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information; or (c) became generally available to the public, by publication or otherwise, through no fault of such party. The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this section. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party.
Please note that these terms and conditions are subject to change andmay vary based on your location, the specific products or services involved, and other factors. It’s essential to obtain the most up-to-date and accurate terms and conditions from official Microsoft sources or authorized resellers.
Reseller Administrator Access and Customer Data: Customer acknowledges and agrees that (i) once Customer has chosen a Reseller, that Reseller will be the primary administrator of the Online Services for the Term and will have administrative privileges and access to Customer Data, however, Customer may request additional administrator privileges from its Reseller; (ii) Customer can, at its sole discretion and at any time during the Term, terminate its Reseller’s administrative privileges; (iii) Reseller’s privacy practices with respect to Customer Data or any services provided by Reseller are subject to the terms of Customer’s agreement with its Reseller and may differ from Microsoft’s privacy practices; and (iv) Reseller may collect, use, transfer, disclose, and otherwise process Customer Data, including personal data. Customer consents to Microsoft providing Reseller with Customer Data and information that Customer provides to Microsoft for purposes of ordering, provisioning and administering the Online Services Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Additional privacy and security details are in the Online Services Terms. The commitments made in the Online Services Terms only apply to the Online Services purchased under this agreement and not to any services or products provided by a Reseller. If Customer uses software or services that are hosted by a Reseller, that use will be subject to Reseller’s privacy practices, which may differ from Microsoft’s. Customer appoints Reseller as its agent for purposes of interfacing with and providing instructions to Microsoft for purposes of license deliverance. As and to the extent required by law, Customer shall notify the individual users of the Online Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Reseller or as required by law, and Customer shall obtain the users’ consent to the same.
Software: Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date Customer is first licensed for that version. If it does not, and Customer notifies Microsoft within the warranty term, then Microsoft will, at its option, (1) return the price Customer paid for the Software license or (2) repair or replace the Software.
Online Services: Cyberspace IT c/o Global IT Technologies Group LLC warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are in the SLA.
Exclusions: The warranties in this agreement do not apply to problems caused by accident, abuse or use inconsistent with this agreement, including failure to meet minimum system requirements. These warranties do not apply to free or trial products, Previews, Limited Offerings, or to components of Products that Customer is permitted to redistribute.
Setting up a Direct Debit: Establishing a Direct Debit Mandate with Cyberspace IT c/o Global IT Technologies Group LLC is a streamlined process and is mandatory for all Retainer-scoped partners with recurring subscriptions for Support Services, Microsoft New Commerce Experience, Google Workspace, or Telecommunications. This requirement ensures the smooth operation of services. Partners must be enrolled in the Direct Debit Management Scheme. Direct Debits can be set up https://pay.cyberspace-it.com / https://pay.cyberspace-it.co.uk.
Setting up a Credit Card: Establishing a Credit Card Mandate with Cyberspace IT c/o Global IT Technologies Group LLC is a streamlined process and is mandatory for all Retainer-scoped partners with recurring subscriptions for Support Services, Microsoft New Commerce Experience, Google Workspace, or Telecommunications. This requirement ensures the smooth operation of services. Partners must be enrolled in the Credit Card Management Scheme. Credit Card Mandates can be set up https://pay.cyberspace-it.com / https://pay.cyberspace-it.co.uk.
Handler Surcharges: Surcharges for payments made using MasterCard, Visa, or American Express may be applicable to the customer and will be calculated based on the invoice value. These surcharges are determined per transaction and will be reflected in the total amount due on each invoice.
Administration Fee: For any new Direct Debit Mandate setup, an administration fee of $50.00 plus Federal Tax will be charged, which will be included in the initial setup of services. In the event that Cyberspace IT c/o Global IT Technologies Group LLC receives a notification of cancellation while within the Retainer Scope, an additional setup fee of $50.00 will be incurred by the partner to reestablish the ACH Debit method.
Late Payment Fee: A Late Payment Fee of $25.00 plus Federal Tax will be charged if an ARRUDS report is received from the merchant services for unpaid services. This fee will be applied to the account as a separate charge invoice.
Deposit: A deposit may be required for any project works or design scope of works, determined based on the risk factor and complexity of the project. No work shall commence until the deposit is received in cleared funds. Please refer to the Direct Debit Conditions for our processes regarding the collection of deposits. This deposit scheme may also apply to Support Services and reseller subscription particulars.
Affiliated Integrations: Cyberspace IT c/o Global IT Technologies Group LLC utilizes workflow services across all platforms, which integrate with services such as Microsoft, Google, RMM Agent, and Monitoring Services. In the event of a cancellation, the services are designed to "kick out" until a re-submission is completed. Cyberspace IT c/o Global IT Technologies Group LLC shall not be held liable for any actions caused by the end user during this period. Our support team will restore all services, including any re-submissions, if reported.
Direct Credits: Cyberspace IT c/o Global IT Technologies Group LLC operate with a payment management system linked with Salesforce, ConnectWise & Paysuite when processing our reconciliation processes, credits & payment management. If you as a partner are due a Direct Credit from Cyberspace IT c/o Global IT Technologies Group LLCfor any reasons such as refunds, variation returns or collection in errors these are processed Monthly on Day 20 of that period, we ask that you refer to the section “BACs” to understand lead-times and processing with bank institutions.
Direct Payments: All retainer costs, including IT Support, Development Retainers, and any other contractual obligations such as Microsoft 365 New Commerce Experience Services, shall be collected via Direct Debit. No other payment options are offered. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any human error or actions taken by our partners, such as processing manual payments without notice or failure to pay.
Payment The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the specified period shall, in the absence of a written explanation from the Customer that has been duly accepted by Cyberspace IT c/o Global IT Technologies Group LLC , render the Customer in material breach of the Agreement. Invoices shall be payable in United States Dollars "USD", unless otherwise agreed that they shall be payable in Great British Pounds "GBP". Payment is due by the date specified on the Sales Quotation/Order Form or on the invoice, but in any event, no later than fourteen (30) days from the invoice date, unless otherwise agreed in writing.
Customer Obligation During the agreement the customer shall.
Provide, free of charge, reasonable usage of machine time, communications, stationery, media, suitable working accommodation, parking, and access deemed necessary by Cyberspace IT c/o Global IT Technologies Group LLC in order to fulfil its obligations under the Agreement and shall provide an appropriate environment or platform to enable Cyberspace IT to provide the Services or test run any Product and, in particular, the Customer warrants to Cyberspace IT that the Customer shall provide an environment capable of receiving the Services or Products; Commitment, Liability & Terms
provide in a timely manner such information as Cyberspace IT c/o Global IT Technologies Group LLC may request and ensure that such information is accurate in all material respects.
nominate prior to the provision of any of the Services an authorised representative of the Customer to be its prime point of contact with Cyberspace IT c/o Global IT Technologies Group LLC during the Agreement, who shall have the authority to contractually bind the Customer.
Allow Cyberspace IT c/o Global IT Technologies Group LLC reasonable access to its employees for the purpose of investigation and discussion in connection with the Agreement and ensure that its employees cooperate fully with Cyberspace IT c/o Global IT Technologies Group LLC in relation to the provision of the Services;
Provide in a timely manner free and safe access to the Customer's premises and other facilities as is necessary by Cyberspace IT c/o Global IT Technologies Group LLC to comply with its obligations under the Agreement;
Ensure that any equipment provided by Cyberspace IT c/o Global IT Technologies Group LLC during the provision of Services and/or Products under the Agreement shall not be modified, changed or removed without the prior written permission of Cyberspace IT. Where Cyberspace IT, at its sole discretion, establishes that such equipment has been modified, changed or removed then the cost of restoring or replacing the equipment shall be recovered from the Customer.
it has obtained all necessary approvals, consents and authorizations of third parties and governmental authorities, to the extent necessary, to enter into the Agreement and to perform and carry out its obligations hereunder;
the persons executing the Agreement on its behalf have express authority to do so, and, in so doing, to bind the Customer;
the execution, delivery, and performance of the Agreement does not violate any provision of any law, charter, regulation applicable to it; and
The execution, delivery and performance of the Agreement has been duly authorized by all necessary corporate actions and the Agreement is a valid and binding obligation of the Customer enforceable in accordance with its terms.
If the Customer is a subsidiary within a Group, it undertakes to obtain a guarantee from the holding company in respect of its payment obligations under the Agreement before entering into the Agreement or at anytime at the request of Cyberspace IT c/o Global IT Technologies Group LLC . Whereas, if the Customer is the holding company within the Group, it acknowledges and agrees to be jointly and severally liable for the obligations (including but not limited to the payment obligations) of any subsidiary company to which Cyberspace IT c/o Global IT Technologies Group LLC provides Services and/or Products under the Agreement. Commitment: Customers agree to the terms and conditions of the Microsoft New Commerce Experience alongside Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. Customers with retainers for Microsoft Subscriptions assigned by Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries through appropriate channels of Quote and Invoicing are assigned to a New Commerce Experience 12-Month Fixed term. Business-to-Business cancellations and life changes follow a 72-hour cooling-off period from the point of order acceptance with Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries. Any renewal of orders at the 12-month anniversary in line with your Support Retainer shall also be subject to the 72-hour cooling-off period. Business-to-Business changes of order, life changes, and cancellations of orders are not applicable unless prior approval is sought from the management of Cyberspace IT c/o Global IT Technologies Group LLC. Termination costs will be calculated based on the duration versus the remainder of the service on a per user per month basis. Licensing increases are permissible at any time during the Microsoft Terms, while any reduction in licensing will be charged based on the duration versus the remainder of that particular license. To take advantage of the “Beat the Price Rise Offer,” ensure orders are placed before November 15, 2023, by contacting legal@cyberspace-it.com. Microsoft Monthly subscriptions and add-on licensing for consumer bases are subject to a 7.50% increase SKU Rate, with further increments subject to Business Inflation Rates for the particular fiscal year. We will serve and commit to our own MSP agreement in conjunction with our Microsoft Partnership status, this can be found at https://support.cyberspace-it.co.uk / https://support.cyberspace-it.com
Customers agree to the terms and conditions of Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. This includes all retainer costs, such as IT Support, Development Retainers, and any other contractual obligations. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any human error or actions taken by our partners, such as processing manual payments without notice or failure to pay. All retainer costs shall be collected via Direct Debit, and no other payment options are offered. In the event of a cancellation, services are designed to "kick out" until a re-submission is completed. Cyberspace IT shall not be held liable for any actions caused by the end user during this period. Our support team will restore all services, including any re-submissions, if reported. Additionally, a deposit may be required for any project works or design scope of works, determined based on the risk factor and complexity of the project. No work shall commence until the deposit is received in cleared funds. Please refer to the Direct Debit Conditions for our processes regarding the collection of deposits. This deposit scheme may also apply to Support Services and reseller subscription particulars.
Waiver: In circumstances where a waiver is applied in any negotiations of services under the New Commerce Experience, Cyberspace IT c/o Global IT Technologies Group LLC, in affiliation with Microsoft, shall consider such waivers or "buy-out" of contracts for any customers wishing to transition to the Microsoft New Commerce Experience. Waivers are subject to approval by the management of Cyberspace IT c/o Global IT Technologies Group LLC and provisional approval by the CSP “Microsoft.” We will consider supporting any contractual obligation waivers up to 60% of the life expectancy as an exit award, meaning we will cover these costs to the supplier transaction directly. Should the customer, after a waiver is completed, wish to terminate within the first 6 months of terms with Cyberspace IT c/o Global IT Technologies Group LLC or its affiliated companies such as partners Microsoft, the waiver costs will be due and liable as a return part of the commitment. Outside of these terms, no costs related to the termination will be liable. Licensing conditions and terms for services with Cyberspace IT c/o Global IT Technologies Group LLC or Microsoft are subject to the NCE terms of commitment.
In circumstances where a waiver is applied in any negotiations of services under the New Commerce Experience, Cyberspace IT c/o Global IT Technologies Group LLC, in affiliation with Microsoft, shall consider such waivers or "buy-out" of contracts for any customers wishing to transition to the Microsoft New Commerce Experience. Waivers are subject to approval by the management of Cyberspace IT c/o Global IT Technologies Group LLC and provisional approval by the CSP “Microsoft.” We will consider supporting any contractual obligation waivers up to 60% of the life expectancy as an exit award, meaning we will cover these costs to the supplier transaction directly. Should the customer, after a waiver is completed, wish to terminate within the first 6 months of terms with Cyberspace IT c/o Global IT Technologies Group LLC or its affiliated companies such as partners Microsoft, the waiver costs will be due and liable as a return part of the commitment. Outside of these terms, no costs related to the termination will be liable. Licensing conditions and terms for services with Cyberspace IT c/o Global IT Technologies Group LLC or Microsoft are subject to the NCE terms of commitment.
Data Protection Act 2018 (amended): Compliance with Data Protection Act 2018 (Amended): Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Data Protection Act 2018 (as amended) and the UK General Data Protection Regulation (UK GDPR). We ensure that all personal data is processed lawfully, fairly, and transparently.
Data Collection and Use: Personal data collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process personal data in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
Data Subject Rights: Individuals have the right to access their personal data, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Retention: Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Third-Party Processing: Where personal data is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with the Data Protection Act 2018 (as amended) and the UK GDPR.
Breach Notification: In the event of a data breach, Cyberspace IT c/o Global IT Technologies Group LLC will notify the relevant supervisory authority and affected individuals in accordance with the Data Protection Act 2018 (as amended) and the UK GDPR.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in data protection laws or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at legal@cyberspace-it.com.
Florida Information Protection Act 2014 Compliance with Florida Information Protection Act 2014: Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Florida Information Protection Act 2014. We ensure that all personal data is processed lawfully, fairly, and transparently.
Data Collection and Use: Personal data collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process personal data in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
Data Subject Rights: Individuals have the right to access their personal data, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Breach Notification: In the event of a data breach, Cyberspace IT c/o Global IT Technologies Group LLC will notify the affected individuals and the Department of Legal Affairs in accordance with the Florida Information Protection Act 201412.
Third-Party Processing: Where personal data is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with the Florida Information Protection Act 2014.
Data Retention: Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in data protection laws or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at legal@cyberspace-it.com.
HIPAA (1996) First Amendment: Compliance with HIPAA: Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, including the Privacy Rule, Security Rule, and Breach Notification Rule.
Protected Health Information (PHI): We ensure that all Protected Health Information (PHI) is processed lawfully, fairly, and transparently. PHI includes any information that can be used to identify an individual and relates to their health status, provision of healthcare, or payment for healthcare.
Data Collection and Use: PHI collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process PHI in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect PHI against unauthorized or unlawful processing, accidental loss, destruction, or damage. This includes encryption, access controls, and regular security assessments.
Data Subject Rights: Individuals have the right to access their PHI, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Breach Notification: In the event of a data breach involving PHI, Cyberspace IT c/o Global IT Technologies Group LLC will notify the affected individuals and the Department of Health and Human Services (HHS) in accordance with HIPAA regulations12.
Third-Party Processing: Where PHI is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with HIPAA regulations. Business Associate Agreements (BAAs) will be in place with all third-party processors.
Data Retention: PHI will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in HIPAA regulations or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at legal@cyberspace-it.com
Intellectual Property: Cyberspace IT c/o Global IT Technologies Group LLCis a service mark and trademark entity. Prior permission must be sought before using our material, sharing our documentation, or disseminating our legal information. All logos, property, official documentation, official imagery, and social media content are strictly owned by Cyberspace IT c/o Global IT Technologies Group LLC. Unauthorized usage in any manner is strictly prohibited unless explicit approval is obtained from us.
Content Rights: Your use of Cyberspace IT website is subject to the following Terms of Use. By using this Site, you signify your agreement to these Terms of Use. If you do not agree to these Terms of Use, please do not use this Site. Cyberspace IT reserves the right to change these Terms of Use from time to time; therefore, please check the Terms of Use periodically for changes. Your continued use of the Site will constitute acceptance of any changes to these Terms of Use. All material in whatever form contained on the Site (save for any trademarks owned by third parties) is the property of Cyberspace IT. In particular, your attention is drawn to the fact that Cyberspace IT asserts its copyright ownership over all of the materials and provides no license or other rights to use any of its trademarks appearing on the Site. You are not permitted to copy any of the materials on the Site without first seeking and obtaining the prior written consent of Cyberspace IT.
The Information on the Website: Whilst Cyberspace IT strives to ensure the information on this Site is accurate, Cyberspace IT is not always able to check the accuracy or completeness of that information and does not accept any liability arising from any inaccuracies or omissions in the information on this Site. You are advised to verify the accuracy of any information before relying on it.on it.
Authorized Reseller: Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries are authorized Microsoft partners under the following MPN Details:
Cyberspace IT c/o Global IT Technologies Group LLC: 6692751 To request a copy of the terms and conditions for the NCE annual 12-month commitment, please reach out to Cyberspace IT c/o Global IT Technologies Group LLC directly through their service support or sales channels. Additionally, you can visit the official Microsoft website and navigate to the Microsoft NCE program section, where Microsoft often provides detailed terms and conditions for their programs, which you can review and download.
Consultation with Legal Professionals: If you require a comprehensive understanding of the terms and conditions and how they apply to your organization, it is advisable to consult with legal professionals. They can provide guidance and ensure that the contract aligns with your specific needs and legal requirements.
Suspension of Services and Liability: We reserve the absolute right to suspend any services due to non-payment, misuse of services, or containment issues that fall under the scope of the Microsoft 365 NCE Terms & Conditions. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any damages or losses incurred as a result of such suspensions. It is the responsibility of the customer to ensure compliance with all terms and conditions to avoid service interruptions.
Formation of Closure and Liability: The closure of any Microsoft 365 Services, including but not limited to Teams Voice, Mail Services, Defender, Dynamics 365, and Microsoft 365 Core components, with outstanding payment liabilities, will require full payment clearance prior to any handover of services to the customer or onboarding of a Managed Service Provider. For any Annual Commitment Monthly Instalment service types, the final invoice will be generated for the remaining period of the fiscal year and will be due for immediate clearance prior to the commencement of handover proceedings. This will be in line with any Business Support Retainer charges due. Please refer to “Terms & Conditions – Business Support Retainers” for more information. Cyberspace IT c/o Global IT Technologies Group LLC will not be held liable for any delay or disruption caused by mishandling of settlement prior to transfer.
On termination of this Agreement any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected. On termination of the Agreement for any reason, the Customer shall immediately return to Cyberspace IT the Products and all materials, information, equipment, documents, tools, drawings, specifications, data systems and other property of Cyberspace IT in the Customer’s possession or control.
Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
On termination of the Agreement for any reason, despite any other provision, all payments/Charges payable to Cyberspace IT under the Agreement shall become due and payable immediately. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement. For the avoidance of doubt, the Customer shall immediately pay to Cyberspace IT all of the outstanding unpaid invoices and interest and, in respect of Services and Products for which no invoice has yet been submitted, Cyberspace IT shall submit an invoice, which shall be payable by the Customer immediately on receipt.
Misuse and Post-Termination Usage: If Cyberspace IT c/o Global IT Technologies Group LLC Technologies identifies misuse of services, intellectual property issues, or usage of services post-termination or closure, such actions will be subject to investigation. Recovery proceedings will be initiated, and reports will be made to the relevant local authorities.
Microsoft 365 Azure Terms of Usage: Customers agree to the terms and conditions of the Microsoft 365 Azure Terms of Usage alongside Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. For more information, please visit the Microsoft Azure Legal Information; https://azure.microsoft.com/en-us/support/legal/
Customers that have retainers with Microsoft Subscriptions assigned to them by Cyberspace IT c/o Global IT Technologies Group LLC and its subsidies through appropriate channels of Quote and Invoicing are assigned to Azure Subscription types of either 12, 24 or 36 Month Fixed.
Agreement to New Commerce Experience:This agreement will remain in effect until the expiration of the 1 Year Term or termination of Customer’s Subscriptions, Retainers, whichever is earliest. Customer may terminate this agreement at any time by contacting its Reseller. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Products under this agreement.
Cancel a Subscription: Customer’s Reseller will establish the terms and conditions, if any, upon which Customer may cancel a Subscription.
Termination for cause: If either party breaches this Agreement, the other party may terminate the breached agreement (in whole or in part, including orders) upon notice. If the breach is curable within 30 days, then the terminating party must provide 30 days’ notice to the breaching party and an opportunity to cure the breach.
Container Storage: Customers that use Azure Services for Storage facilities whether in storage blobs or Virtual Machines will have their own instance setup within their Partner Center. Any Backup services that are applicable for a customer in paid services, will be backed up between instances of your own and a secondary location of Cloud storage within Azure for best practices and security requirements. This will be stored for you comfortably by us under the commitments of our retainers and contracts with regular interval backup sequences.
App Services: Any App Services used by customers within Azure shall be setup in their own Partner Center within Microsoft.
Termination: If termination is received from the customer of Azure Subscription types, this shall be calculated based on the life of the remaining duration of months left in line with the commitment and issued a final invoice to be settled before any arrangement of transfer is made to the customer or on-boarding Managed Service Provider. Any damages caused or delay due to settlement issues are not to be held against or in responsibility to Cyberspace IT c/o Global IT Technologies Group LLC, such as suspension or service disruption base on closure of services.
Use Rights: The Use Rights in effect when Customer orders Software will apply to Customer’s use of the version of the Software that is current at the time. For future versions and new Software, the Use Rights in effect when those versions and Software are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless Customer chooses to have those changes apply.
Temporary and perpetual licenses: Licenses available on a subscription basis are temporary. For all other licenses, the right to use Software becomes perpetual upon payment in full.
Online Services Terms: The Online Services Terms in effect when Customer orders or renews a subscription to an Online Service will apply for the applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period.
Suspension: Microsoft may suspend use of an Online Service during Customer’s violation of the Acceptable Use Policy or failure to respond to a claim of alleged infringement. Microsoft will give Customer notice before suspending an Online Service when reasonable.
End Users: Customer controls access by End Users and is responsible for their use of the Product in accordance with this agreement. For example, Customer will ensure End Users comply with the Acceptable Use Policy.
Remedies for non-compliance: If verification or self-audit reveals any unlicensed use of Products, then within 30 days (1) Customer must order sufficient licenses to cover its use, and (2) if unlicensed use is 5% or more, Customer must reimburse Microsoft for the costs Microsoft incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price last and customer price level. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to the actual installed base. If there is no unlicensed use, Microsoft will not subject Customer to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other legal means.
Online Services Commitment Offering: Customer commits in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis for continued use of the Online Service.
Misc: You agree to receive electronic notices from us, which will be sent by email to the account administrator(s) named for your Subscription. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address for the account administrator(s) named for your Subscription is accurate and current. Any email notice that we send to that email address will be efective when sent, whether or not you actually receive the email.
Assignment: You may not assign this agreement either in whole or in part. Cyberspace IT c/o Global IT Technologies Group LLC may transfer this agreement without your consent, but only to one of Microsoft’s Affiliates. Any prohibited assignment is void.
Severability: If any part of this agreement is held unenforceable, the rest remains in full force and effect.
No agency: This agreement does not create an agency, partnership, or joint venture.
No third-party beneficiaries: There are no third-party beneficiaries to this agreement.
Defence of Third-Party Claims: The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defence and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.
By Microsoft: Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third-party claim.
By Customer: To the extent permitted by applicable law, Customer will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or Non Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in combination with anything else, violates the law or harms a third party.
Business Associates and Delegation Cyberspace IT may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party. For the avoidance of doubt, Cyberspace IT may delegate any of its obligations or responsibilities arising out of the Agreement to any of its Supplier or business associates, and performance by such Suppliers and business associates shall be deemed to be performance by Cyberspace IT.
a) The Customer shall not, without the prior written consent of Cyberspace IT, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
b)At the written request of the Customer Cyberspace IT may, at its sole discretion, agree to novate the Agreement. Such agreement must be evidenced in writing.
PerformanceCyberspace IT shall use its reasonable endeavours to comply with any day or dates for despatch or delivery of Products and for the performance of Services as stated in the Agreement. Unless the Agreement contains express provisions to the contrary, any such dates shall be estimates only and the time of despatch or delivery of Products, or the time for performance of Services shall not be of the essence; such dates shall constitute only statements of expectation and shall not be binding. If Cyberspace IT, having used its reasonable endeavours fails to despatch or deliver the Products, or to perform the Services within the agreed dates or timescales, whether or not binding, such failure shall not constitute a breach of the Agreement. The Customer shall not be entitled to treat the Agreement as thereby repudiated or to rescind it, and any other ancillary Agreement in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting therefrom.
a) When expedited delivery or performance is agreed to in writing by Cyberspace IT and the Customer and necessitates overtime and/or other additional costs, the Customer shall reimburse Cyberspace IT for the overtime and additional costs incurred and shall pay the same immediately upon invoice.
b) Cyberspace IT shall not be liable for any delay or failure to deliver the Products or perform the Services that is caused by Force Majeure or the Customer’s failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of Products and/or performance of Services. If performance of the Agreement is suspended at the request of or delayed through default of the Customer including, but without prejudice to the generality of the foregoing, refusal to accept delivery of the Products or performance of the Services, for a period of seven (7) days, Cyberspace IT shall be entitled to payment at the then prevailing rates for the Services already performed and Products supplied or ordered and any other additional costs thereby incurred and the Customer shall pay such sums immediately upon invoice.
c) If Cyberspace IT performance of any of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall in all circumstances be liable to pay to on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Cyberspace IT confirming such costs, charges and losses to the Customer in writing.
Global IT Technologies Group LLC, an Overseas Business Entity, Limited Liability Corporation Registered in United Kingdom, 86/90 Paul Street, London, Greater London, EC2A 4NE
General
Disclaimer THE SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR AS OTHERWISE SET FORTH HEREIN, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, SERVICES ARE LIMITED TO CURRENT PRODUCTION SUPPORTED PRODUCTS.Limitations of Liability WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COM\PENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (ii) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (d) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Glo IT’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO Cyberspace IT c/o Global IT Technologies Group LLC, OR Cyberspace IT c/o Global IT Technologies Group LLCPARTNER IF PAID TO A Cyberspace IT c/o Global IT Technologies Group LLC PARTNER, FOR THE SERVICES THAT CAUSED SUCH DAMAGE IN THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. The limitation of liability set forth above is a fundamental element of the basis of this Agreement between Cyberspace IT c/o Global IT Technologies Group LLC and you. Cyberspace IT c/o Global IT Technologies Group LLC would not be able to provide the Services on an economic basis without such limitations.
Despite any other provision to the contrary contained in the Agreement , all outstanding payments payable to Cyberspace IT under the Agreement shall become due immediately: (i) on termination of the Agreement, (ii) on the commencement of any act or proceeding in which the Customer’s solvency is involved, (iii) where the Customer fails to make (or admits its inability to make) any payment required to be made under the Agreement or any other material agreement between the Customer and Cyberspace IT when such payment is due, (iv) if Cyberspace IT determines in its sole discretion that the Customer (or any member of its Group to which Cyberspace IT may supply Services and/or Products under the Agreement), represents a credit risk, or its financial position deteriorates to such an extent that its capability to adequately fulfil its obligations (including but not limited to the payment obligations) under the Agreement has been placed in jeopardy. In the above scenarios Cyberspace IT may, by notice to the Customer declare that all outstanding payments, accrued interest and all other amounts accrued or outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable. This clause 13.3 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
Without prejudice to any other right or remedy Cyberspace IT may have in respect of any failure by the Customer to pay the Charges or other monies payable pursuant to the Agreement, Cyberspace IT may charge interest at the rate 5% above the base rate of the Bank of England from time to time in force, after as well as before judgement on any amount due from the Customer to Cyberspace IT from the date due for payment until payment is received.
If the Customer fails to pay any sum due under the Agreement on the due date for payment, Cyberspace IT may, without prejudice to any other any other right or remedy it may have, withdraw the provision of Services or any part thereof until all overdue payments are made in full.
Notwithstanding the provisions of clauses 13.1, 13.5 and 13.6, Cyberspace IT agrees not to terminate and/or suspend the Services in the event of late payment due to clerical error or banking oversight on the Customer’s part, provided the Customer subsequently makes payment upon receipt of reminder from Cyberspace IT no later than seven (7) days from the date the invoice should have been paid.
Any credit note, balance or other liability issued by Cyberspace IT to the Customer shall expire, without notice, within twelve (12) months of the date of issuance by Cyberspace IT. The Customer shall be deemed to have forfeited any right to such credit amounts and shall not be entitled to a replacement or repayment of any amounts related thereto.
Novation Background: This Addendum to the Contract is hereby made to formally notify and document the change in the name of the Supplier from Orbital IT t/a GITG Holdings Limited to Cyberspace IT c/o Global IT Technologies Group LLC, effective January 01, 2023. The parties entered into the original contract on or before September 04, 2022, and this Addendum is intended to ensure that all references to the Supplier’s name in the contract are updated to reflect the new company name under resolution.
No Change in Rights or Obligations: This Addendum to Contract, effective as of January 01, 2023, does not alter or affect any rights or obligations of either party under the original contract or any prior addendum; it solely pertains to the change of the Supplier’s name. Additionally, this Novation to Contract is effective as of October 17, 2023.
Entire Agreement: This addendum constitutes the entire agreement between the parties concerning the change of the Supplier’s name and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.
“Confidential Information” means a party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. “Confidential Information” does not include the Licensed Materials (which are subject to other restrictions under this Agreement. All business terms of this Agreement, including, but not limited to, pricing and access, shall be considered Confidential Information of Cyberspace IT c/o Global IT Technologies Group LLC.
Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Term of this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement. The foregoing restrictions shall not apply to Confidential Information that: (a) was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party; (b) was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information; or (c) became generally available to the public, by publication or otherwise, through no fault of such party. The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this section. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party.
Please note that these terms and conditions are subject to change andmay vary based on your location, the specific products or services involved, and other factors. It’s essential to obtain the most up-to-date and accurate terms and conditions from official Microsoft sources or authorized resellers.
Reseller Administrator Access and Customer Data: Customer acknowledges and agrees that (i) once Customer has chosen a Reseller, that Reseller will be the primary administrator of the Online Services for the Term and will have administrative privileges and access to Customer Data, however, Customer may request additional administrator privileges from its Reseller; (ii) Customer can, at its sole discretion and at any time during the Term, terminate its Reseller’s administrative privileges; (iii) Reseller’s privacy practices with respect to Customer Data or any services provided by Reseller are subject to the terms of Customer’s agreement with its Reseller and may differ from Microsoft’s privacy practices; and (iv) Reseller may collect, use, transfer, disclose, and otherwise process Customer Data, including personal data. Customer consents to Microsoft providing Reseller with Customer Data and information that Customer provides to Microsoft for purposes of ordering, provisioning and administering the Online Services Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Additional privacy and security details are in the Online Services Terms. The commitments made in the Online Services Terms only apply to the Online Services purchased under this agreement and not to any services or products provided by a Reseller. If Customer uses software or services that are hosted by a Reseller, that use will be subject to Reseller’s privacy practices, which may differ from Microsoft’s. Customer appoints Reseller as its agent for purposes of interfacing with and providing instructions to Microsoft for purposes of license deliverance. As and to the extent required by law, Customer shall notify the individual users of the Online Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Reseller or as required by law, and Customer shall obtain the users’ consent to the same.
Software: Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date Customer is first licensed for that version. If it does not, and Customer notifies Microsoft within the warranty term, then Microsoft will, at its option, (1) return the price Customer paid for the Software license or (2) repair or replace the Software.
Online Services: Cyberspace IT c/o Global IT Technologies Group LLC warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are in the SLA.
Exclusions: The warranties in this agreement do not apply to problems caused by accident, abuse or use inconsistent with this agreement, including failure to meet minimum system requirements. These warranties do not apply to free or trial products, Previews, Limited Offerings, or to components of Products that Customer is permitted to redistribute.
Financial Affairs
Setting up a Direct Debit: Establishing a Direct Debit Mandate with Cyberspace IT c/o Global IT Technologies Group LLC is a streamlined process and is mandatory for all Retainer-scoped partners with recurring subscriptions for Support Services, Microsoft New Commerce Experience, Google Workspace, or Telecommunications. This requirement ensures the smooth operation of services. Partners must be enrolled in the Direct Debit Management Scheme. Direct Debits can be set up https://pay.cyberspace-it.com / https://pay.cyberspace-it.co.uk.
Setting up a Credit Card: Establishing a Credit Card Mandate with Cyberspace IT c/o Global IT Technologies Group LLC is a streamlined process and is mandatory for all Retainer-scoped partners with recurring subscriptions for Support Services, Microsoft New Commerce Experience, Google Workspace, or Telecommunications. This requirement ensures the smooth operation of services. Partners must be enrolled in the Credit Card Management Scheme. Credit Card Mandates can be set up https://pay.cyberspace-it.com / https://pay.cyberspace-it.co.uk.
Handler Surcharges: Surcharges for payments made using MasterCard, Visa, or American Express may be applicable to the customer and will be calculated based on the invoice value. These surcharges are determined per transaction and will be reflected in the total amount due on each invoice.
Administration Fee: For any new Direct Debit Mandate setup, an administration fee of $50.00 plus Federal Tax will be charged, which will be included in the initial setup of services. In the event that Cyberspace IT c/o Global IT Technologies Group LLC receives a notification of cancellation while within the Retainer Scope, an additional setup fee of $50.00 will be incurred by the partner to reestablish the ACH Debit method.
Late Payment Fee: A Late Payment Fee of $25.00 plus Federal Tax will be charged if an ARRUDS report is received from the merchant services for unpaid services. This fee will be applied to the account as a separate charge invoice.
Deposit: A deposit may be required for any project works or design scope of works, determined based on the risk factor and complexity of the project. No work shall commence until the deposit is received in cleared funds. Please refer to the Direct Debit Conditions for our processes regarding the collection of deposits. This deposit scheme may also apply to Support Services and reseller subscription particulars.
Affiliated Integrations: Cyberspace IT c/o Global IT Technologies Group LLC utilizes workflow services across all platforms, which integrate with services such as Microsoft, Google, RMM Agent, and Monitoring Services. In the event of a cancellation, the services are designed to "kick out" until a re-submission is completed. Cyberspace IT c/o Global IT Technologies Group LLC shall not be held liable for any actions caused by the end user during this period. Our support team will restore all services, including any re-submissions, if reported.
Direct Credits: Cyberspace IT c/o Global IT Technologies Group LLC operate with a payment management system linked with Salesforce, ConnectWise & Paysuite when processing our reconciliation processes, credits & payment management. If you as a partner are due a Direct Credit from Cyberspace IT c/o Global IT Technologies Group LLCfor any reasons such as refunds, variation returns or collection in errors these are processed Monthly on Day 20 of that period, we ask that you refer to the section “BACs” to understand lead-times and processing with bank institutions.
Direct Payments: All retainer costs, including IT Support, Development Retainers, and any other contractual obligations such as Microsoft 365 New Commerce Experience Services, shall be collected via Direct Debit. No other payment options are offered. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any human error or actions taken by our partners, such as processing manual payments without notice or failure to pay.
Payment The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the specified period shall, in the absence of a written explanation from the Customer that has been duly accepted by Cyberspace IT c/o Global IT Technologies Group LLC , render the Customer in material breach of the Agreement. Invoices shall be payable in United States Dollars "USD", unless otherwise agreed that they shall be payable in Great British Pounds "GBP". Payment is due by the date specified on the Sales Quotation/Order Form or on the invoice, but in any event, no later than fourteen (30) days from the invoice date, unless otherwise agreed in writing.
Customer Obligation During the agreement the customer shall.
Provide, free of charge, reasonable usage of machine time, communications, stationery, media, suitable working accommodation, parking, and access deemed necessary by Cyberspace IT c/o Global IT Technologies Group LLC in order to fulfil its obligations under the Agreement and shall provide an appropriate environment or platform to enable Cyberspace IT to provide the Services or test run any Product and, in particular, the Customer warrants to Cyberspace IT that the Customer shall provide an environment capable of receiving the Services or Products; Commitment, Liability & Terms
provide in a timely manner such information as Cyberspace IT c/o Global IT Technologies Group LLC may request and ensure that such information is accurate in all material respects.
nominate prior to the provision of any of the Services an authorised representative of the Customer to be its prime point of contact with Cyberspace IT c/o Global IT Technologies Group LLC during the Agreement, who shall have the authority to contractually bind the Customer.
Allow Cyberspace IT c/o Global IT Technologies Group LLC reasonable access to its employees for the purpose of investigation and discussion in connection with the Agreement and ensure that its employees cooperate fully with Cyberspace IT c/o Global IT Technologies Group LLC in relation to the provision of the Services;
Provide in a timely manner free and safe access to the Customer's premises and other facilities as is necessary by Cyberspace IT c/o Global IT Technologies Group LLC to comply with its obligations under the Agreement;
Ensure that any equipment provided by Cyberspace IT c/o Global IT Technologies Group LLC during the provision of Services and/or Products under the Agreement shall not be modified, changed or removed without the prior written permission of Cyberspace IT. Where Cyberspace IT, at its sole discretion, establishes that such equipment has been modified, changed or removed then the cost of restoring or replacing the equipment shall be recovered from the Customer.
it has obtained all necessary approvals, consents and authorizations of third parties and governmental authorities, to the extent necessary, to enter into the Agreement and to perform and carry out its obligations hereunder;
the persons executing the Agreement on its behalf have express authority to do so, and, in so doing, to bind the Customer;
the execution, delivery, and performance of the Agreement does not violate any provision of any law, charter, regulation applicable to it; and
The execution, delivery and performance of the Agreement has been duly authorized by all necessary corporate actions and the Agreement is a valid and binding obligation of the Customer enforceable in accordance with its terms.
If the Customer is a subsidiary within a Group, it undertakes to obtain a guarantee from the holding company in respect of its payment obligations under the Agreement before entering into the Agreement or at anytime at the request of Cyberspace IT c/o Global IT Technologies Group LLC . Whereas, if the Customer is the holding company within the Group, it acknowledges and agrees to be jointly and severally liable for the obligations (including but not limited to the payment obligations) of any subsidiary company to which Cyberspace IT c/o Global IT Technologies Group LLC provides Services and/or Products under the Agreement. Commitment: Customers agree to the terms and conditions of the Microsoft New Commerce Experience alongside Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. Customers with retainers for Microsoft Subscriptions assigned by Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries through appropriate channels of Quote and Invoicing are assigned to a New Commerce Experience 12-Month Fixed term. Business-to-Business cancellations and life changes follow a 72-hour cooling-off period from the point of order acceptance with Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries. Any renewal of orders at the 12-month anniversary in line with your Support Retainer shall also be subject to the 72-hour cooling-off period. Business-to-Business changes of order, life changes, and cancellations of orders are not applicable unless prior approval is sought from the management of Cyberspace IT c/o Global IT Technologies Group LLC. Termination costs will be calculated based on the duration versus the remainder of the service on a per user per month basis. Licensing increases are permissible at any time during the Microsoft Terms, while any reduction in licensing will be charged based on the duration versus the remainder of that particular license. To take advantage of the “Beat the Price Rise Offer,” ensure orders are placed before November 15, 2023, by contacting legal@cyberspace-it.com. Microsoft Monthly subscriptions and add-on licensing for consumer bases are subject to a 7.50% increase SKU Rate, with further increments subject to Business Inflation Rates for the particular fiscal year. We will serve and commit to our own MSP agreement in conjunction with our Microsoft Partnership status, this can be found at https://support.cyberspace-it.co.uk / https://support.cyberspace-it.com
Customers agree to the terms and conditions of Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. This includes all retainer costs, such as IT Support, Development Retainers, and any other contractual obligations. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any human error or actions taken by our partners, such as processing manual payments without notice or failure to pay. All retainer costs shall be collected via Direct Debit, and no other payment options are offered. In the event of a cancellation, services are designed to "kick out" until a re-submission is completed. Cyberspace IT shall not be held liable for any actions caused by the end user during this period. Our support team will restore all services, including any re-submissions, if reported. Additionally, a deposit may be required for any project works or design scope of works, determined based on the risk factor and complexity of the project. No work shall commence until the deposit is received in cleared funds. Please refer to the Direct Debit Conditions for our processes regarding the collection of deposits. This deposit scheme may also apply to Support Services and reseller subscription particulars.
Waiver: In circumstances where a waiver is applied in any negotiations of services under the New Commerce Experience, Cyberspace IT c/o Global IT Technologies Group LLC, in affiliation with Microsoft, shall consider such waivers or "buy-out" of contracts for any customers wishing to transition to the Microsoft New Commerce Experience. Waivers are subject to approval by the management of Cyberspace IT c/o Global IT Technologies Group LLC and provisional approval by the CSP “Microsoft.” We will consider supporting any contractual obligation waivers up to 60% of the life expectancy as an exit award, meaning we will cover these costs to the supplier transaction directly. Should the customer, after a waiver is completed, wish to terminate within the first 6 months of terms with Cyberspace IT c/o Global IT Technologies Group LLC or its affiliated companies such as partners Microsoft, the waiver costs will be due and liable as a return part of the commitment. Outside of these terms, no costs related to the termination will be liable. Licensing conditions and terms for services with Cyberspace IT c/o Global IT Technologies Group LLC or Microsoft are subject to the NCE terms of commitment.
In circumstances where a waiver is applied in any negotiations of services under the New Commerce Experience, Cyberspace IT c/o Global IT Technologies Group LLC, in affiliation with Microsoft, shall consider such waivers or "buy-out" of contracts for any customers wishing to transition to the Microsoft New Commerce Experience. Waivers are subject to approval by the management of Cyberspace IT c/o Global IT Technologies Group LLC and provisional approval by the CSP “Microsoft.” We will consider supporting any contractual obligation waivers up to 60% of the life expectancy as an exit award, meaning we will cover these costs to the supplier transaction directly. Should the customer, after a waiver is completed, wish to terminate within the first 6 months of terms with Cyberspace IT c/o Global IT Technologies Group LLC or its affiliated companies such as partners Microsoft, the waiver costs will be due and liable as a return part of the commitment. Outside of these terms, no costs related to the termination will be liable. Licensing conditions and terms for services with Cyberspace IT c/o Global IT Technologies Group LLC or Microsoft are subject to the NCE terms of commitment.
Legal
Data Protection Act 2018 (amended): Compliance with Data Protection Act 2018 (Amended): Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Data Protection Act 2018 (as amended) and the UK General Data Protection Regulation (UK GDPR). We ensure that all personal data is processed lawfully, fairly, and transparently.
Data Collection and Use: Personal data collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process personal data in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
Data Subject Rights: Individuals have the right to access their personal data, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Retention: Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Third-Party Processing: Where personal data is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with the Data Protection Act 2018 (as amended) and the UK GDPR.
Breach Notification: In the event of a data breach, Cyberspace IT c/o Global IT Technologies Group LLC will notify the relevant supervisory authority and affected individuals in accordance with the Data Protection Act 2018 (as amended) and the UK GDPR.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in data protection laws or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at legal@cyberspace-it.com.
Florida Information Protection Act 2014 Compliance with Florida Information Protection Act 2014: Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Florida Information Protection Act 2014. We ensure that all personal data is processed lawfully, fairly, and transparently.
Data Collection and Use: Personal data collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process personal data in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
Data Subject Rights: Individuals have the right to access their personal data, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Breach Notification: In the event of a data breach, Cyberspace IT c/o Global IT Technologies Group LLC will notify the affected individuals and the Department of Legal Affairs in accordance with the Florida Information Protection Act 201412.
Third-Party Processing: Where personal data is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with the Florida Information Protection Act 2014.
Data Retention: Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in data protection laws or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at legal@cyberspace-it.com.
HIPAA (1996) First Amendment: Compliance with HIPAA: Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, including the Privacy Rule, Security Rule, and Breach Notification Rule.
Protected Health Information (PHI): We ensure that all Protected Health Information (PHI) is processed lawfully, fairly, and transparently. PHI includes any information that can be used to identify an individual and relates to their health status, provision of healthcare, or payment for healthcare.
Data Collection and Use: PHI collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process PHI in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect PHI against unauthorized or unlawful processing, accidental loss, destruction, or damage. This includes encryption, access controls, and regular security assessments.
Data Subject Rights: Individuals have the right to access their PHI, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Breach Notification: In the event of a data breach involving PHI, Cyberspace IT c/o Global IT Technologies Group LLC will notify the affected individuals and the Department of Health and Human Services (HHS) in accordance with HIPAA regulations12.
Third-Party Processing: Where PHI is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with HIPAA regulations. Business Associate Agreements (BAAs) will be in place with all third-party processors.
Data Retention: PHI will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in HIPAA regulations or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at legal@cyberspace-it.com
Intellectual Property: Cyberspace IT c/o Global IT Technologies Group LLCis a service mark and trademark entity. Prior permission must be sought before using our material, sharing our documentation, or disseminating our legal information. All logos, property, official documentation, official imagery, and social media content are strictly owned by Cyberspace IT c/o Global IT Technologies Group LLC. Unauthorized usage in any manner is strictly prohibited unless explicit approval is obtained from us.
Content Rights: Your use of Cyberspace IT website is subject to the following Terms of Use. By using this Site, you signify your agreement to these Terms of Use. If you do not agree to these Terms of Use, please do not use this Site. Cyberspace IT reserves the right to change these Terms of Use from time to time; therefore, please check the Terms of Use periodically for changes. Your continued use of the Site will constitute acceptance of any changes to these Terms of Use. All material in whatever form contained on the Site (save for any trademarks owned by third parties) is the property of Cyberspace IT. In particular, your attention is drawn to the fact that Cyberspace IT asserts its copyright ownership over all of the materials and provides no license or other rights to use any of its trademarks appearing on the Site. You are not permitted to copy any of the materials on the Site without first seeking and obtaining the prior written consent of Cyberspace IT.
The Information on the Website: Whilst Cyberspace IT strives to ensure the information on this Site is accurate, Cyberspace IT is not always able to check the accuracy or completeness of that information and does not accept any liability arising from any inaccuracies or omissions in the information on this Site. You are advised to verify the accuracy of any information before relying on it.on it.
Microsoft New Commerce Experience
Authorized Reseller: Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries are authorized Microsoft partners under the following MPN Details:
Cyberspace IT c/o Global IT Technologies Group LLC: 6692751 To request a copy of the terms and conditions for the NCE annual 12-month commitment, please reach out to Cyberspace IT c/o Global IT Technologies Group LLC directly through their service support or sales channels. Additionally, you can visit the official Microsoft website and navigate to the Microsoft NCE program section, where Microsoft often provides detailed terms and conditions for their programs, which you can review and download.
Consultation with Legal Professionals: If you require a comprehensive understanding of the terms and conditions and how they apply to your organization, it is advisable to consult with legal professionals. They can provide guidance and ensure that the contract aligns with your specific needs and legal requirements.
Suspension of Services and Liability: We reserve the absolute right to suspend any services due to non-payment, misuse of services, or containment issues that fall under the scope of the Microsoft 365 NCE Terms & Conditions. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any damages or losses incurred as a result of such suspensions. It is the responsibility of the customer to ensure compliance with all terms and conditions to avoid service interruptions.
Formation of Closure and Liability: The closure of any Microsoft 365 Services, including but not limited to Teams Voice, Mail Services, Defender, Dynamics 365, and Microsoft 365 Core components, with outstanding payment liabilities, will require full payment clearance prior to any handover of services to the customer or onboarding of a Managed Service Provider. For any Annual Commitment Monthly Instalment service types, the final invoice will be generated for the remaining period of the fiscal year and will be due for immediate clearance prior to the commencement of handover proceedings. This will be in line with any Business Support Retainer charges due. Please refer to “Terms & Conditions – Business Support Retainers” for more information. Cyberspace IT c/o Global IT Technologies Group LLC will not be held liable for any delay or disruption caused by mishandling of settlement prior to transfer.
On termination of this Agreement any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected. On termination of the Agreement for any reason, the Customer shall immediately return to Cyberspace IT the Products and all materials, information, equipment, documents, tools, drawings, specifications, data systems and other property of Cyberspace IT in the Customer’s possession or control.
Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
On termination of the Agreement for any reason, despite any other provision, all payments/Charges payable to Cyberspace IT under the Agreement shall become due and payable immediately. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement. For the avoidance of doubt, the Customer shall immediately pay to Cyberspace IT all of the outstanding unpaid invoices and interest and, in respect of Services and Products for which no invoice has yet been submitted, Cyberspace IT shall submit an invoice, which shall be payable by the Customer immediately on receipt.
Misuse and Post-Termination Usage: If Cyberspace IT c/o Global IT Technologies Group LLC Technologies identifies misuse of services, intellectual property issues, or usage of services post-termination or closure, such actions will be subject to investigation. Recovery proceedings will be initiated, and reports will be made to the relevant local authorities.
Microsoft 365 Azure Terms of Usage: Customers agree to the terms and conditions of the Microsoft 365 Azure Terms of Usage alongside Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. For more information, please visit the Microsoft Azure Legal Information; https://azure.microsoft.com/en-us/support/legal/
Customers that have retainers with Microsoft Subscriptions assigned to them by Cyberspace IT c/o Global IT Technologies Group LLC and its subsidies through appropriate channels of Quote and Invoicing are assigned to Azure Subscription types of either 12, 24 or 36 Month Fixed.
Agreement to New Commerce Experience:This agreement will remain in effect until the expiration of the 1 Year Term or termination of Customer’s Subscriptions, Retainers, whichever is earliest. Customer may terminate this agreement at any time by contacting its Reseller. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Products under this agreement.
Cancel a Subscription: Customer’s Reseller will establish the terms and conditions, if any, upon which Customer may cancel a Subscription.
Termination for cause: If either party breaches this Agreement, the other party may terminate the breached agreement (in whole or in part, including orders) upon notice. If the breach is curable within 30 days, then the terminating party must provide 30 days’ notice to the breaching party and an opportunity to cure the breach.
Container Storage: Customers that use Azure Services for Storage facilities whether in storage blobs or Virtual Machines will have their own instance setup within their Partner Center. Any Backup services that are applicable for a customer in paid services, will be backed up between instances of your own and a secondary location of Cloud storage within Azure for best practices and security requirements. This will be stored for you comfortably by us under the commitments of our retainers and contracts with regular interval backup sequences.
App Services: Any App Services used by customers within Azure shall be setup in their own Partner Center within Microsoft.
Termination: If termination is received from the customer of Azure Subscription types, this shall be calculated based on the life of the remaining duration of months left in line with the commitment and issued a final invoice to be settled before any arrangement of transfer is made to the customer or on-boarding Managed Service Provider. Any damages caused or delay due to settlement issues are not to be held against or in responsibility to Cyberspace IT c/o Global IT Technologies Group LLC, such as suspension or service disruption base on closure of services.
Use Rights: The Use Rights in effect when Customer orders Software will apply to Customer’s use of the version of the Software that is current at the time. For future versions and new Software, the Use Rights in effect when those versions and Software are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless Customer chooses to have those changes apply.
Temporary and perpetual licenses: Licenses available on a subscription basis are temporary. For all other licenses, the right to use Software becomes perpetual upon payment in full.
Online Services Terms: The Online Services Terms in effect when Customer orders or renews a subscription to an Online Service will apply for the applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period.
Suspension: Microsoft may suspend use of an Online Service during Customer’s violation of the Acceptable Use Policy or failure to respond to a claim of alleged infringement. Microsoft will give Customer notice before suspending an Online Service when reasonable.
End Users: Customer controls access by End Users and is responsible for their use of the Product in accordance with this agreement. For example, Customer will ensure End Users comply with the Acceptable Use Policy.
Remedies for non-compliance: If verification or self-audit reveals any unlicensed use of Products, then within 30 days (1) Customer must order sufficient licenses to cover its use, and (2) if unlicensed use is 5% or more, Customer must reimburse Microsoft for the costs Microsoft incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price last and customer price level. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to the actual installed base. If there is no unlicensed use, Microsoft will not subject Customer to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other legal means.
Online Services Commitment Offering: Customer commits in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis for continued use of the Online Service.
Misc: You agree to receive electronic notices from us, which will be sent by email to the account administrator(s) named for your Subscription. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address for the account administrator(s) named for your Subscription is accurate and current. Any email notice that we send to that email address will be efective when sent, whether or not you actually receive the email.
Assignment: You may not assign this agreement either in whole or in part. Cyberspace IT c/o Global IT Technologies Group LLC may transfer this agreement without your consent, but only to one of Microsoft’s Affiliates. Any prohibited assignment is void.
Severability: If any part of this agreement is held unenforceable, the rest remains in full force and effect.
No agency: This agreement does not create an agency, partnership, or joint venture.
No third-party beneficiaries: There are no third-party beneficiaries to this agreement.
Defence of Third-Party Claims: The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defence and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.
By Microsoft: Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third-party claim.
By Customer: To the extent permitted by applicable law, Customer will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or Non Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in combination with anything else, violates the law or harms a third party.
Business Associates and Delegation Cyberspace IT may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party. For the avoidance of doubt, Cyberspace IT may delegate any of its obligations or responsibilities arising out of the Agreement to any of its Supplier or business associates, and performance by such Suppliers and business associates shall be deemed to be performance by Cyberspace IT.
a) The Customer shall not, without the prior written consent of Cyberspace IT, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
b)At the written request of the Customer Cyberspace IT may, at its sole discretion, agree to novate the Agreement. Such agreement must be evidenced in writing.
PerformanceCyberspace IT shall use its reasonable endeavours to comply with any day or dates for despatch or delivery of Products and for the performance of Services as stated in the Agreement. Unless the Agreement contains express provisions to the contrary, any such dates shall be estimates only and the time of despatch or delivery of Products, or the time for performance of Services shall not be of the essence; such dates shall constitute only statements of expectation and shall not be binding. If Cyberspace IT, having used its reasonable endeavours fails to despatch or deliver the Products, or to perform the Services within the agreed dates or timescales, whether or not binding, such failure shall not constitute a breach of the Agreement. The Customer shall not be entitled to treat the Agreement as thereby repudiated or to rescind it, and any other ancillary Agreement in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting therefrom.
a) When expedited delivery or performance is agreed to in writing by Cyberspace IT and the Customer and necessitates overtime and/or other additional costs, the Customer shall reimburse Cyberspace IT for the overtime and additional costs incurred and shall pay the same immediately upon invoice.
b) Cyberspace IT shall not be liable for any delay or failure to deliver the Products or perform the Services that is caused by Force Majeure or the Customer’s failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of Products and/or performance of Services. If performance of the Agreement is suspended at the request of or delayed through default of the Customer including, but without prejudice to the generality of the foregoing, refusal to accept delivery of the Products or performance of the Services, for a period of seven (7) days, Cyberspace IT shall be entitled to payment at the then prevailing rates for the Services already performed and Products supplied or ordered and any other additional costs thereby incurred and the Customer shall pay such sums immediately upon invoice.
c) If Cyberspace IT performance of any of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall in all circumstances be liable to pay to on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Cyberspace IT confirming such costs, charges and losses to the Customer in writing.
Cyberspace IT
Retention Period: This agreement shall be in effect for a retention period of three years (1096 days) from the date of commencement.
Scope of Services:The services provided under this agreement include, but are not limited to, IT Support, Development Retainers, and any other contractual obligations as specified in the service agreement.
Payment Terms: All payments for services rendered under this agreement shall be made in accordance with the payment terms specified in the service agreement. Failure to comply with the payment terms may result in suspension of services.
Termination: Either party may terminate this agreement by providing written notice to the other party. Termination will be effective upon receipt of such notice. In the event of termination, the customer shall be liable for any outstanding payments for services rendered up to the date of termination.
Data Protection: Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with all applicable data protection laws and regulations. Personal data will be processed in accordance with our Data Protection Policy.
Intellectual Property: All intellectual property, including but not limited to logos, documentation, and social media content, is the property of Cyberspace IT c/o Global IT Technologies Group LLC. Unauthorized use of intellectual property is strictly prohibited.
Liability: Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any indirect, incidental, or consequential damages arising out of or in connection with the services provided under this agreement.
Governing Law: This agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Cyberspace IT c/o Global IT Technologies Group LLC is located.
Amendments: Any amendments to this agreement must be made in writing and signed by both parties.
Entire Agreement: This agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this agreement.
Responsibility for your accounts: Customer is responsible for maintaining the confidentiality of any non-public authentication credentials associated with Customer’s use of the Online Services. Customer must promptly notify customer support about any possible misuse of Customer’s accounts or authentication credentials, or any security incident related to the Online Services.
Reservation of rights: Products are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices.
License transfers: License transfers are not permitted, except that Customer may transfer only fully-paid perpetual licenses to (1 an Affiliate or (2 a third party, solely in connection with the transfer of hardware or employees to whom the licenses have been assigned to the third party as part of (a a divestiture of all or part of an Affiliate or (b a merger involving Customer or an Affiliate. Upon such transfer, Customer and its Affiliates must uninstall and discontinue using the licensed Product and render any copies unusable. Nothing in this agreement prohibits the transfer of Software to the extent allowed under applicable law if the distribution right has been exhausted.
Right to verify compliance: Customer must keep records relating to all use and distribution of Products by Customer and its Affiliates. Microsoft has the right, at its expense, to verify compliance with the Products’ license terms. Customer must promptly provide any information reasonably requested by the independent auditors retained by Microsoft in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products that Customer hosts, sublicenses, or distributes to third parties. Customer agrees to complete Microsoft’s self-audit process, which Microsoft may request as an alternative to a third-party audit.
Restrictions: Customer may use the Product only in accordance with this agreement. Customer may not (and is not licensed to: (1 reverse engineer, decompile or disassemble any Product or Fix, or attempt to do so; (2 install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms; or (3 work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters Customer’s use of the Online Services. Except as expressly permitted in this agreement or Product documentation, Customer may not distribute, sublicense, rent, lease, lend, resell or transfer and Products, in whole or in part, or use them to offer hosting services to a third party.
Use of contractors: Cyberspace IT c/o Global IT Technologies Group LLC may use contractors to perform services, but will be responsible for their performance, subject to the terms of this agreement.
Cyberspace IT c/o Global IT Technologies Group LLC as an independent contractor: The parties are independent contractors. Customer and Microsoft each may develop products
Other Means Engineer Support: From time to time, we receive requests to support cabling, connectivity, and network installations for homes and other locations outside the scope of business support. We are more than happy to assist those wishing to take advantage of IT for home use, although engineer attendance costs will apply. If you wish to utilize these services, please inform your account manager how you wish to be billed, whether against the Business Entity or Personal Domesticated Entity. Additionally, we may apply engineer surcharge costs associated with installations, project management, and travel time.
Applicable law and venue: This agreement is governed by the laws of Ireland. If Microsoft brings an action to enforce this agreement, Microsoft will bring it in the jurisdiction where Customer has its headquarters. If Customer brings an action to enforce this agreement, Customer will bring it in Ireland. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.
Force majeure: Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism, acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services. This Section will not, however, apply to your payment obligations under this agreement.
Contracting authority: If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf.
Amended Terms: The new terms set up in amendment are set out below in conjunction to the origins forming the new “Business Support Retainer”, please note Cyberspace IT c/o Global IT Technologies Group LLC reserves the right to amend clauses as required by law or as outlined by the opposing service in relation to inflation, conditions of third-party such as “Microsoft” or and tender processes in in line with the Public Procurement Policy.
Annual Inflation Adjustment: The prices for services provided by Cyberspace IT c/o Global IT Technologies Group LLC will be subject to an annual inflation adjustment of 7.5% at the beginning of each fiscal year.
Effective Date: The inflation adjustment will take effect on the first day of the new fiscal year and will be applied to all existing and new contracts.
Notification: Customers will be notified of the upcoming inflation adjustment at least 30 days prior to the effective date. The notification will include the new pricing structure reflecting the 7.5% increase.
Calculation: The inflation adjustment will be calculated based on the current pricing of services. The adjusted prices will be rounded to the nearest whole currency unit.
Applicability: The inflation adjustment applies to all services, including but not limited to IT Support Retainers, Development Retainers, Microsoft 365 New Commerce Experience, Google Workspace, Telecommunications Services, Project Management, Installation Services, and Travel Time.
Contractual Agreements: All contractual agreements will include a clause specifying the annual inflation adjustment. Customers are required to acknowledge and accept this clause as part of the contract.
Disputes: Any disputes regarding the inflation adjustment must be raised in writing within 14 days of receiving the notification. Cyberspace IT c/o Global IT Technologies Group LLC will review and respond to disputes within a reasonable timeframe.
Exemptions: Any exemptions to the annual inflation adjustment must be agreed upon in writing by both parties and will be documented in the contract.
Advance Deposit Terms: We may, from time to time, request that this payment condition be submitted to us as an advance deposit. This request will be based on factors such as credit history, payment history, trading style, and length of business operations to assess risk. Please note that if an advance deposit is requested, it will be held for any excess ad hoc costs, pro-rata charges, or applied to any co-terminus proceedings.
We may ask from time to time for this payment condition to be submitted to us in a advance deposit, this will be based on credit history/ payments, trading style with length of business operations to risk factoring. Please note that if requested in advance, or at end of service this condition will be a liable condition to adhere to. Any services due are calculated on usage approaches, obligations under the master contract commitments and variations that may have been added over the due course of the services provided through formal or informal requests from the customer. Should payment not been received, we reserve the right to withhold transfer proceedings until settlement is met, this includes any Business Support and other means such as Microsoft NCE Subscription types. Us as an entity is not to be held under liability due to disruption caused through this process should delays occur from the customer. We reserve the right to exercise legal proceedings in debt recovery, or tribunal services in a tier stage approachable format, although we always encourage this to be managed amicably in avoidance. Should any legal costs occur, these will be relayed to the customer as a cost associated part of the claim.
Hosting
Cloudflare: Acceptance of Terms: By using Cloudflare services, you agree to comply with and be bound by these Terms and Conditions. If you do not agree to these terms, please do not use Cloudflare services.License Grant: Subject to your compliance with these Terms and Conditions, Cloudflare grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use Cloudflare services.
Data Security: You are responsible for maintaining the security of your account and any data transmitted through Cloudflare services. Cloudflare implements appropriate technical and organizational measures to protect data against unauthorized access, loss, or damage.
Prohibited Uses: You agree not to use Cloudflare services for any unlawful or prohibited activities, including but not limited to distributing malware, engaging in fraudulent activities, or violating intellectual property rights.
Service Availability: Cloudflare strives to ensure the availability of its services but does not guarantee uninterrupted access. Cloudflare is not liable for any downtime or service interruptions.
Intellectual Property: All intellectual property rights in Cloudflare services, including but not limited to software, trademarks, and content, are owned by Cloudflare. Unauthorized use of Cloudflare's intellectual property is strictly prohibited.
Termination: Cloudflare reserves the right to suspend or terminate your access to its services at any time, without notice, for any violation of these Terms and Conditions or for any other reason deemed necessary by Cloudflare. A agreement with hosting will be on a 1 year term with auto-renewal on the anniversary date.
Limitation of Liability: Cloudflare is not liable for any indirect, incidental, or consequential damages arising out of or in connection with the use of its services. Your sole remedy for dissatisfaction with Cloudflare services is to stop using the services.
Amendments: Cloudflare reserves the right to modify these Terms and Conditions at any time. Your continued use of Cloudflare services constitutes acceptance of any changes to these terms.
Governing Law: These Terms and Conditions are governed by and construed in accordance with the laws of the jurisdiction in which Cloudflare is located.
Inflation: Our services at each fiscal year January of support shall be subject to inflation of 7.5% on to the new conditional price. This shall include Business Support Retainers, Hosting Retainers & Security Dev Retainers.
Misc
Cyber Essentials IASME: As of October 31, 2023, our Cyber Essentials support, which is the United Kingdoms and United States backed Compliance body for getting Cyber Ready will be changing. Any existing customers that are currently scoped for Cyber Essentials will be delivered consultancy at a discounted £35.00 + VAT Per Hour*Consultancy: Dependent on factors of improvement strategies, changes to compliance processes and best practices of IT Governance, a fee of £65.00 + VAT per hour will be applicable for work performed. Cyberspace IT c/o Global IT Technologies Group LLC will not charge continuous surcharges whilst not performing duties towards the project. Expected fulfilment depends on many factors i.e. size of businesses, current place-marker of IT etc but we anticipate the completion to be done within 4 weeks of total hours 22.5 capped hours which totals £1462.20 on average but may be less.
Cyber Essentials Costs: Cyber Essentials costs can be found at the IASME website, although if we are assigned to fulfil the certification process and getting “Cyber Ready” we will complete the process of cross-charging for certification to the business authorized supplier on your behalf.
Cyber Essentials Renewals: We will fulfil you renew processes with IASME whereas this is charged annually, should adjustments to business criteria be required the Consultancy fees shall apply.
Cyber Essentials/Cyber Essentials Plus: Our Team have the abilities to support you through your journey obtaining the Cyber Essentials certification for your businesses, including certifying. Please refer to our pricing for this applicable service.
Security Operations Center Retainer: As of, October 2023, our Security Operations Center Retainers will be scoped to cover a 12 Month Minimum Contractual Term. Any Pre-Exit Terminations will be subject to 60% of the value of the service remaining.
Location of Security Operations Center: We have two Security Operation Centers, one in the United Kingdom at 86-90 Paul Street, London, Greater London, EC2A 4NE and second is in Florida at 7901 4th St N, 14023, Saint Petersburg, 33702. Public or appointment visits are not applicable to these locations.
Dark Web Scanning: By using our services, you consent for your business data (or personnel) where applicable to be processed in accordance with the Data Protection Act 2018, GDPR and The Computer Misuse Act. This enables the features of Dark Web Scanning to be utilized to its full potential to capture vulnerabilities or exploitation.
Vulnerability Scanning: We Perform Vulnerability Scanning on customer network environments, machinery and remote devices under Microsoft Annual subscriptions and add-on licensing for the consumer base are liable to a 0.00% Increase to 2022/2024 SKU Rate carried forward but are subject to review to the Business Inflation Rates for the particular fiscal year.
ISO:27001 Our Team has the abilities to support you through your journey obtaining the ISO:27001 certification for your businesses, including certifying. Please refer to our pricing for this applicable service.
SOC Consultancy: We provided consultancy services in and out of scope of the Security Operations Center Retainer, the price of this is £195.00 Per Hour for one our specialist engineers support capped for remote and on-site attendance. Customers in scope of the Security Operations Center Retainer, engineer services are inclusive. Please refer to the Direct Debit Conditions regards to our processes for collecting.
Consent: All customer basis in or out of scope of the Security Operations Center Retainer will be taken through an initial probe process to assess the security risks, liabilities and security in business. It shall be taken into consideration on scoring, which will then be signed by an authorized member of the business to accept/ acknowledge any improvements or suggestions and whether they wish to remedy any matters.
SOC Cost: Our Standard costs for the Security Operations Center enable starts from £500.00 Per Calendar Month, subject to a minimum term of 12 months. Please refer to the Direct Debit Conditions regards to our processes for collecting.
Refusal: Cyberspace IT reserve the right to refuse a job regulated with Health & Safety, Contagious Diseases or outstanding financial affairs or other means that poses a risk.
Halo Service Solutions
Halo Reseller: This clause pertains to the reseller agreement ("Agreement") between Cyberspace IT c/o Global IT Technologies Group LLC ("Reseller") and the customer ("Customer") for the resale of Halo Professional Services Automation (PSA), IT Service Management (ITSM), and Customer Relationship Management (CRM) solutions.
The Customer Agrees: (a) To pay the maintenance charges prescribed in the Agreement in all circumstances, within thirty (30) days of the commencement date (for the first year) and the renewal date for all subsequent years. Renewal date is defined as the first day of the anniversary month of commencement date (commencement date as detailed in the Agreement). If at any time should the whole or any part thereof be in arrears then HALO shall be entitled to suspend all services here under until payment is made in full.
(b) To notify HALO immediately either by e-mail or verbally of any error, flaw, failure, or fault in the HALO software that produces an incorrect or unexpected result, or causes it to behave in unintended ways, and provide HALO at all reasonable times with access to the installation environment, allow HALO to carry out diagnosis and remedy of the HALO software and/or database as necessary under the terms of this Agreement.
(c) Not to maintain, relocate, service, enhance, repair, adjust, tamper or alter the HALO software installation environment without first consulting with HALO directly, or following recommended detailed guides in doing so.
(d) To pay HALO’s Standard Charge on presentation of an invoice for resolving issues originating as a result of the Customer requesting service, whether the fault is either customer induced due to misuse, or a programming error affected by the customer or his agent, or caused by an unsanctioned third party integration.
(e) Not to assign the benefit of this Agreement without prior written consent from HALO.
(f) Any maintenance calls where service is requested and supplied outside Agreement hours defined in the Service Level Agreement stated below, will incur additional charges at HALO’s Standard Charges.
(g) To pay for additional charges in accordance with these terms and conditions on presentation of an invoice. HALO may, having previously advised the Customer, suspend its obligations under this agreement for any period during which any amount owed by the Customer to HALO remains unpaid for more than 30 days.
Halo Service Solutions Termination: Termination of services is subject to approval by the Management of Cyberspace IT. Upon receipt of any served notices of termination for Halo Service Solutions Products, the remainder of the contract will be applicable for services. This means that any outstanding obligations, including payments for the remaining term of the contract, will become due and payable. The customer is responsible for fulfilling these obligations in accordance with the terms of the contract.
Halo Service Solutions Termination: Termination of services is subject to approval by the Management of Cyberspace IT. Upon receipt of any served notices of termination for Halo Service Solutions Products, the remainder of the contract will be applicable for services. This means that any outstanding obligations, including payments for the remaining term of the contract, will become due and payable. The customer is responsible for fulfilling these obligations in accordance with the terms of the contract.
Halo Service Solutions Late Payment: A late payment fee of $50.00 will be charged for any invoice that remains unpaid past the due date. This fee will be applied to the account as a separate charge and must be settled promptly to avoid further service interruptions. Customers are responsible for ensuring timely payments to maintain uninterrupted access to services.
Onboarding Fee's fee of $500.00 is due upon signing this Agreement. Payment must be made in full before the commencement of any services. The Company reserves the right to withhold services until payment is received.
4. Termination and Refunds: Either party may terminate this Agreement with written notice. In the event of termination by the Partner, no refunds will be issued for the onboarding fee once services have commenced. If the Company terminates the Agreement, a prorated refund may be issued based on the services rendered up to the termination date.
Deposit Terms for Halo Service Solutions Products: Deposit Requirement: Cyberspace IT c/o Global IT Technologies Group LLC may require a deposit of $500.00 to be held on the account for the duration of the contract term for Halo Service Solutions Products. This deposit is intended to cover any potential excess ad hoc costs, pro-rata charges, or other applicable fees.
Minimum Commitment: The Customer agrees to a minimum commitment period of twelve (36) months from the Effective Date of the Agreement for the use of Halo PSA, ITSM, and CRM solutions provided by the Reseller.
Applicability of Terms and Conditions: All tenant customers engaging with our services are subject to these Terms and Conditions, which are governed by and construed in accordance with the representative common laws of the customer's specific country of origin. It is the responsibility of the tenant customers to ensure that their use of our services complies with the laws applicable to them. By accepting these Terms and Conditions, tenant customers acknowledge and agree to adhere to all such applicable laws and regulations. Assessment Criteria: The requirement for a deposit will be based on factors such as the customer's credit history, payment history, trading style, and length of business operations. This assessment helps to mitigate risk and ensure the smooth provision of services.
Deposit Usage: The deposit may be used to offset any outstanding charges or fees that arise during the contract term. This includes, but is not limited to, excess ad hoc costs, pro-rata charges, and co-terminus proceedings.
Refund of Deposit: At the end of the contract term, any remaining balance of the deposit will be refunded to the customer, provided all outstanding obligations have been met. If there are any unpaid charges or fees, the deposit will be applied to settle these amounts before any refund is issued.
Notification: Customers will be notified in writing if a deposit is required. The notification will include details of the deposit amount, the reasons for the requirement, and the terms of its usage.
Payment of Deposit: The deposit must be paid in full before the commencement of services. Failure to provide the deposit may result in a delay or suspension of services until the deposit is received.
Interest: The deposit will not accrue interest while held by Cyberspace IT c/o Global IT Technologies Group LLC.
Disputes: Any disputes regarding the deposit must be raised in writing within 14 days of the deposit request. Cyberspace IT c/o Global IT Technologies Group LLC will review and respond to disputes within a reasonable timeframe.
Amendments: Any amendments to these deposit terms must be made in writing and signed by both parties.
Halo Master Agreement: Extended terms and conditions can be found from the License Vendor at
Indemnification
General: You will defend, indemnify, and hold harmless Cyberspace IT c/o Global IT Technologies Group LLC, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning: (a) your use of the Services; or (b) breach of this Agreement or violation of applicable law by you. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.
Process. We will promptly notify you of any claim subject to Section 15.1, but our failure to promptly notify you will only affect your obligations under Section 15.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your choice with our written consent; and (b) settle any claim as you deem appropriate, provided that you obtain our written consent before entering into any settlement. We may also assume control of the defence and settlement of the claim at any time.
Each party (an “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its officers, directors , employees, shareholders, agents, partners, successors, and permitted assigns (each an “Indemnified Party”) from and against any and all actual or threatened claims of third parties arising out of or in connection with (i) Company’s access or use of the Licensed Materials in violation of any law; (ii) an allegation that the Licensed Materials or Services infringes upon or violates the intellectual property rights of any such third party; of (iii) either party’s violation of any provision of this Agreement.
As a condition to any right to indemnification under this agreement, the Indemnified Party must (a) promptly give the Indemnifying Party written notice of the claim or proceeding, (b) give the Indemnifying Party sole control of the defence and settlement of the claim or proceeding (except that the Indemnifying Party may not settle any claim or proceeding unless it unconditionally releases the Indemnified Party of all liability), and (c) give the Indemnifying Party all reasonable assistance, at the Indemnifying Party’s expense. This section states the Indemnifying Party’s sole liability to, and the Indemnified Party’s exclusive remedy against, the other party for any claim or proceeding subject to indemnification hereunder.
Mutual Confidentiality and Non-Disclosure
Entering into this Agreement (“You or “Your” and Cyberspace IT c/o Global IT Technologies Group LLC, a United States Limited Liability Corporation (“Cyberspace IT c/o Global IT Technologies Group LLC”), located at 7901 4th St, Ste 14023, St Petersburg, Florida, United States, 33702. Scope. Cyberspace IT c/o Global IT Technologies Group LLC and You (each a “ Party” and together, the “Parties”) desire to disclose certain confidential information in connection with (a) an existing business relationship, or (b) the evaluation or undertaking of a possible business relationship between the Parties. (the “ Business Purpose”)Discloser and Recipient: As to any Confidential Information (defined below, the “Discloser” is the Party disclosing this Confidential Information and the “Recipient” is the Party receiving the Confidential Information.
Ownership: Each Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to Recipient or any of its Representatives.
Disclosures Required by Law: Notwithstanding anything herein to the contrary, Recipient will be allowed to disclose Discloser Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, in which case Recipient will, if permitted by law, notify Discloser of such required disclosure promptly and in writing and cooperate with Discloser in any lawful action to contest or limit the scope of such required disclosure. Recipient shall use at least the same degree (but no less than a reasonable degree of care and protection to prevent the unauthorized use or disclosure of any Confidential Information as Recipient uses to protect its own confidential, proprietary or trade secret information.
No Representations and Warranties: Discloser specifically disclaims and makes no representation or warranty, express or implied, as to the quality, accuracy, completeness, usefulness or reliability of the Confidential Information or any portion thereof. The Parties acknowledge and agree that only the express representations and warranties relating to the quality, accuracy, completeness, usefulness or reliability of the Confidential Information as may be contained in a definitive agreement relating to any potential transaction relating to the Business Purposes shall be binding on the Parties, and then only if and when such an agreement has been duly authorized, executed and delivered by the Parties.
Remedies: Due to the unique nature of Confidential Information, there may be no adequate remedy at law for any breach or any unauthorized use or release of any Confidential Information because such breach or unauthorized use or release may allow Recipient or third parties to unfairly compete with Discloser, resulting in irreparable harm to Discloser. Upon any actual or threatened breach, unauthorized use or release, Discloser will be entitled to appropriate equitable relief in addition to whatever remedies Discloser might have at law. Any action brought for such relief may be brought by Discloser upon ex parte application and without notice or posting of any bond.
Miscellaneous: No failure, delay, or single or partial exercise of any right under this Agreement by either Party is a waiver of such right. This Agreement may be modified or waived only by a separate writing by the Parties expressly modifying or waiving any provision of this Agreement. Neither the provision of Confidential Information under this Agreement nor the execution of this Agreement binds or obligations either Party to any business relationship, and neither Party is bound or obligated to any such relationship with the other Party until the Parties execute a binding written agreement specifically describing such relationship.
Attorneys’ Fees: If either Party engages legal counsel to enforce any rights arising out of or relating this Agreement, the prevailing Party shall be entitled to recover reasonable attorney’s fees and costs.
Confidential Information: “Confidential Information” includes all information, whether in oral, written, graphic or machine-readable form, or revealed by observation of facilities, equipment or devices, relating to any of the following: ideas (whether currently implemented or not); business plans and strategies; marketing plans and strategies; customer information and pricing; supplier information and pricing; standard operating procedures and operational methods; technology, technical data, calculations, specifications, software, developments, formulae, discoveries, inventions, and improvements; financial results, projections, and pro formas; trade secrets; know-how; or any other information that a reasonable person would deem to be confidential. Confidential Information will not include information that: (a) was already known to Recipient at the time that it was disclosed to Recipient; (b) is or becomes publicly known through no wrongful act of Recipient; (c) is received by Recipient from a third party not affiliated with Discloser and which third party has the right to disseminate the information without restriction on disclosure; (d) is approved for release by written authorization of Discloser; or (e) is independently developed by Recipient without access to, or use of, Discloser Confidential Information. No portion of Confidential Information will be construed as coming within exceptions (a) through (e) solely on the basis that more generalized information embracing such portion of Confidential Information falls within any of the exceptions or on the basis that elements of such portion of the Confidential Information are independently within any of the exceptions.
Restrictions on Use of Confidential Information: Except as otherwise expressly permitted in writing by an authorized representative of Discloser, Recipient may not: a. use the Confidential Information for any purpose other than the Business Purpose; or b. directly or indirectly disclose Confidential Information to any person or entity other than the Recipient’s directors, members, officers, employees, lenders, agents, principals, financial advisors, financing sources, consultants, attorneys, accountants and other representatives of a Party “Representatives”.
Duties of Recipient: Recipient will: a. hold the Confidential Information in confidence and take all necessary precautions to protect the Confidential Information from disclosure to any third party; b. treat all Confidential Information with at least the same degree of care as it treats its own Confidential Information, but in no case will the degree of care be less than reasonable care; c. not disclose or permit the disclosure of any Confidential Information or any information derived therefrom; d. not copy, create derivative works of, modify or reverse engineer, disassemble, or otherwise attempt to derive the composition or underlying information, structure or ideas, of any Discloser Confidential Information; and e. promptly notifies Discloser upon discovery of any loss or unauthorized disclosure of any Discloser Confidential Information.
Price lists catalogues and any other promotional material supplied by Cyberspace IT are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them and do not constitute contractual offers capable of acceptance. They shall not form part of the Agreement or have any contractual force. Prices shown in any such materials may be subject to change at any time prior to the entry by Cyberspace IT and the Customer into a binding Agreement.
Customer Orders The Customer must sign an Cyberspace IT Order Form or Sales Quotation (as the case may be) which constitutes an offer by the Customer to purchase the Services and/or Products specified in it in accordance with these Terms and Conditions. The Order Form/Sales Quotation (as the case may be) shall be deemed to be accepted by Cyberspace IT on the earlier of: (i) Cyberspace IT issuing written acceptance of the Order Form / Sales Quotation; or (ii) Cyberspace IT commencement or execution of work pursuant to the Order Form/Sales quotation, at which point the Agreement for the supply and purchase of those Services and/or Products shall come into existence in accordance with these Terms and Conditions and subject to the any other term stated on the Order Form/Sales Quotation and to the availability of all relevant Products and/or Services.
a)These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, the Customer's standard terms and conditions (if any) attached to, enclosed with, or referred to in, the Order Form or Sales Quotation (as the case may be) shall not govern the Agreement. No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on Cyberspace IT unless in writing and signed by a duly authorised representative of Cyberspace IT.
b) Where the Order Form/Sales Quotation (as the case may be) includes Products and/or Services to be procured by Cyberspace IT from a Supplier, the Customer agrees that the terms and conditions of the Supplier shall apply Mutatis Mutandis as if between the Customer and Cyberspace IT. In the event of a conflict between these Terms and Conditions and those of the Supplier, then these Terms and Conditions shall prevail save in the event that the terms in conflict pertain specifically to obligations to the Supplier or relate to the Products or Services being provided by the Supplier.
Product Specifications Cyberspace IT shall use reasonable endeavours to advise the Customer of variations to Product specifications following formal notification to Cyberspace IT of such variations by the Supplier.
a) Here changes to Product specifications significantly alter the Charges, or the nature, scope of, performance, quality of the Products Cyberspace IT and the Customer shall agree upon such changes in writing or arrange for the supply of alternative Products.
b) Changes to Product specifications shall not provide grounds for cancellation or termination of an order by the Customer unless such cancellation or termination is agreed to in writing by Cyberspace IT and the Customer.
c) Cyberspace IT may, at its sole discretion, change the Supplier engaged in the provision of Services and/or Products to the Customer for whatever reason howsoever. A change of Supplier does not provide grounds for cancellation or termination of an order, provided that Cyberspace IT arranges for the supply of alternative Products and/or Services which do not materially affect the nature, scope of, performance, quality, or the Charges for the Services and/or the Products.
Hardware & Software Products In respect of Products purchased by Cyberspace IT from a Supplier for resale to Customers, such Products are supplied by Cyberspace IT on the terms and conditions of use for such Products as defined by the relevant Supplier at the time of delivery.
a) Cyberspace IT gives no warranty to the Customer in respect of any Product that is purchased by Cyberspace IT from a Supplier for resale to the Customer but shall take reasonable steps to assist Customer in pursuing warranty claims against the relevant Supplier
b) Unless otherwise specified in the Agreement, Cyberspace IT shall only deliver non-modifiable and executable run-time versions of Software.
c) The Customer must comply with the terms of the Supplier’s software licenses, details of which are provided with the relevant Order Form/Sales Quotation.
Delivery & Acceptance Unless it is agreed otherwise delivery shall be to the Customer’s address as specified in the Agreement.
a) Cyberspace IT shall not be liable for any shortfalls in delivery or variation from Product specifications on delivery unless a claim in writing is made by the Customer within three (3) days of delivery.
b) In circumstances where Cyberspace IT has attempted to physically deliver Products to the Customer and the Customer is unable or unwilling to accept such delivery, the Customer will be charged for the cost of the failed delivery in addition to any and all subsequent attempts, and the costs of storing the Products. If the Customer is unable to accept delivery, a new date shall be set by mutual written agreement of the Parties. If the Customer is unwilling to accept delivery, the parties shall seek to vary the Agreement as appropriate by mutual written agreement or the Customer shall seek to terminate the Agreement in accordance with clause 20 of these Terms and Conditions.
c) Where the necessity for such has been agreed in advance and not otherwise, the Customer shall sign Cyberspace IT Acceptance Certificate stating any defects, shortfalls or exclusions in the delivery.
d) Acceptance of a delivery requiring an Acceptance Certificate is deemed to occur on the signing of the Acceptance Certificate on the date of delivery, which date shall be recorded on the actual Acceptance Certificate.
e) Cyberspace IT shall on the signing of the Acceptance Certificate be entitled to invoice the Customer. If, as a result of defects or exclusions in a delivery of Products or the provision of Services, the Customer does not sign a required Acceptance Certificate, further work may be agreed in writing between the Parties to remedy such defects. Cyberspace IT shall use all reasonable endeavours to undertake such work without undue delay.
f) If, as a result of defects, shortfalls or exclusions in a delivery of Products or the provision of Services, the Customer does not sign a required Acceptance Certificate and subsequently uses the Products (including but not limited to hardware), Software or the results of Services provided without prior written agreement as to any remedial work on the part of Cyberspace IT then the Customer is deemed to have accepted the same.
Non-Solicitation The Customer shall not, without the prior written consent of Cyberspace IT, during the Agreement and for a period of twelve (36) months after its termination, either directly or indirectly, solicit or entice away from Cyberspace IT or employ or attempt to employ any person who is, or has been, engaged in the supply of Products and/or Services to the Customer as an employee or sub-contractor of Cyberspace IT.
Without prejudice to any other rights and remedies Cyberspace IT may have, in the event the Customer breaches this clause, the Customer acknowledges that it amounts to a material breach of the Agreement and agrees to pay Cyberspace IT, by way of liquidated damages, a lump sum equivalent to 50% of the annual remuneration (including all benefits and emoluments) to be paid by the Customer to such employee or sub-contractor and the Customer hereby agrees that such sum is a genuine and reasonable pre-estimate of Cyberspace IT loss. For the avoidance of doubt, general employment advertising for open positions not targeted to the other Party's employees shall not constitute solicitation.
Governing Law & Jurisdiction The Agreement shall be governed by and construed in accordance with English law. The Parties irrevocably agree that the courts of England and Wales and Florida State United States shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter. General The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. Each Party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, nor constitute either Party the agent of another Party for any purpose. Neither Party shall have authority to act as agent for, or to bind, the other Party in any way.
In the event of conflict between the provisions of the Order Form/quotation and the provisions of these Terms and Conditions the provisions of the former shall prevail.
Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
No one other than a Party to the Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
A waiver of any right under the Agreement or law is only effective if it is in writing and shall not be deemed to be a waiverof any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Non-Circumvention The Parties hereby irrevocably agree not to circumvent or attempt to circumvent the provisions of the Agreement and affirm that in every case they will act with the highest standards of ethics in their dealings with each other. At any time during the Agreement, it is expressly agreed that the identities of any individual or entity and any other third parties (including without limitation, Suppliers, manufacturers and consultants) engaged in the provision of Services and/or Products on behalf of Cyberspace IT to the Customer constitute Confidential Information of Cyberspace IT and the Customer shall not, without the prior written consent of Cyberspace IT;
a) Directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any such third party identified or introduced by Cyberspace IT; or
b) Seek to by-pass, compete, avoid or circumvent Cyberspace IT from any business opportunity that relates to the Agreement by utilising any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.
The Customer covenants that it will pay Cyberspace IT by way of liquidated damages a lump sum equivalent to any financial gains made by it from a breach of clause 26.1 (i.e. the difference between all amounts it would have paid Cyberspace IT but for the breach of clause 26.1 and the actual amounts paid for the Services and/or Products as a result of the breach of clause the above does not affect Cyberspace IT ability to also sue for damages should the covenants in this clause 26 be violated in any way.
Notices Any notice pursuant to the Agreement shall be in writing signed by a director of Cyberspace IT or by some person duly authorised by a director of Cyberspace IT and shall be delivered personally, sent by prepaid recorded delivery (airmail if overseas) or by facsimile transmission to the party due to receive such notice at the address of the party as shown in the Agreement or to such other address as shall be notified in writing to the other party to the Agreement from time to time.
Any notice delivered personally shall be deemed to be received when delivered. Any notice sent by prepaid recorded delivery shall be deemed (in the absence of evidence of earlier receipt) to be received 48 hours after posting (6 days if sent by airmail). In proving the time of despatch it shall be sufficient to show that the envelope containing such notice was properly posted.
Any notice sent by facsimile transmission shall be deemed to have been received upon receipt by the sender of the correct transmission report.
Dispute Resolution Any dispute which may arise between the Parties concerning the Agreement shall be determined as provided in this clause 28.
For the purpose of this clause 28, a dispute shall be deemed to have arisen when one Party serves on the other a notice in writing stating the nature of the dispute.
If the dispute is of a technical nature then such dispute shall be referred for arbitration, to be carried out in London by asingle arbitrator appointed by agreement between the Parties within thirty (30) days after a request for a reference is made by either Party, nominated on the application of either Party by the President for the time being of the Law Society. The arbitrator's decision shall (in the absence of clerical or manifest error) be final and binding on the Parties and his fees for so acting shall be borne by the Parties in equal shares unless he determines that the conduct of either Party is such that such Party should bear all of such fees.
In the case of a dispute over purely legal issues, or where disposition of the legal issues would dispose of all other issues in dispute, the matter shall be brought before the English County Court or High Court in the quickest manner possible, and the Parties agree to co-operate in the speedy conduct of such legal proceedings.
Set-off The Customer shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. Cyberspace IT may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Cyberspace IT to the Customer.
Force Majeure means an event or sequence of events beyond a Party's reasonable control preventing or delaying it from performing its obligations (including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Suppliers or subcontractors). Inability to pay is not Force Majeure.
Neither Party shall be in breach of the Agreement nor shall be liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from a Force Majeure event. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations provided that it promptly notifies in writing the other Party of the Force Majeure event and its expected duration; and uses reasonable endeavours to minimise the effects of that event.
If the period of delay or non-performance continues for a period of six (6) months or more, the Party not affected may terminate the Agreement by giving written notice to the affected Party.
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part provision of the Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.