Terms of Service
SPsoft Standard Terms and Conditions for our Managed Service Customers and prospective customers:
- The term of Service: This agreement is considered a one time contract unless term commitment is specified otherwise. Termination of recurring contracts after contract term requires 30 days advance written email notice.
- Service Activation: Under this agreement, service begins as of the beginning date shown on the face of this agreement, but project start dates must be scheduled and agreed upon by both parties.
- System-Level Support-Not Covered: SPsoft is not responsible for repairs necessitated by customer alteration of the operating system. SPsoft shall not be liable for delay in furnishing or failure to furnish service if such delay is caused by forces beyond the reasonable control of SPsoft.
- Limitations of Liability: In no event shall SPsoft be liable for damages resulting from loss of data, profits or for any incidental or consequential damages that exceed the charges paid by the customer hereunder for this contract, even if advised of the possibility of such damages, This agreement shall be interpreted under and pursuant to the laws of Ukraine.
- Best Efforts: Client and SPsoft agree to use their best efforts and cooperate in the performance of this Agreement.
- Agency: Client and SPsoft agree that this Agreement is not intended to create any agency relationships of any kind, and both agree not to contract any obligations in the name of the other party and not to use each other’s credit in conducting any activities under this Agreement.
- Trademarks: SPsoft may include Client’s name and contact information in directories of SPsoft service subscribers for the purpose of promoting the use of the service to additional potential clients. However, SPsoft is not authorized to use the Client’s name, trademarks or other identifying information in any other advertising or promotional materials without the prior written consent of the Client.
- Mutual Indemnification: Client and SPsoft agree to indemnify and hold Client/SPsoft harmless from any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorney’s fees, costs, and other expenses incurred by SPsoft as a result of any activities conducted by the Client. Client and SPsoft will promptly notify each other upon receipt of any claim or legal action arising out of activities conducted pursuant to this Agreement. The rights and responsibilities established in this paragraph shall survive indefinitely the termination of this Agreement.
- Waiver: Either party’s waiver of or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any future right of this agreement.
- Successors and Assigns: This Agreement shall be binding on the parties, and on their successors and assigns, without regard to whether it is expressly acknowledged in any instrument of succession or assignment.
- Captions: The captions of each paragraph of this Agreement are inserted solely for the reader’s convenience, and are not to be construed as part of the agreement.
- Amendment: This Agreement constitutes the entire Agreement between the parties, and supersedes all prior writings or oral agreements. This Agreement may be amended only by writing clearly setting forth the amendments and signed by the party against whom enforcement is sought.
- Notices: Notices required by this Agreement shall be in writing and shall be delivered by email. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, or as specified by subsequent written notice delivered by the party whose email address has changed.
- Severability: Should one or more clauses of this agreement be held invalid under the laws of Ukraine, the remaining clauses shall remain in effect as a whole and binding contract.
- As a company policy, SPsoft cannot perform work for companies directly or indirectly (ex.- through resellers) hosting or supporting the adult content, harassment, bullying or hate industries. SPsoft reserves the right to cease services at any time if this policy must be enforced.
- Confidentiality. All information disclosed by SPsoft to the Client is Confidential Information in terms that it:
– shall remain the exclusive property of SPsoft
– shall be used by the Client only for the Purpose set forth above
– shall be protected by the Client.
- Confidential Information shall constitute all information concerning SPsoft (whether prepared by SPsoft, its representatives, advisers or others), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished and includes, without limitation, any ideas, technical data and concepts, formula, pattern, program, method, technique, process, design, or hardware configuration information which derives independent economic value or commercial advantage, actual or potential, for not being generally known to the public or to the other persons who can obtain economic value from its disclosure or use and is subject to efforts that are reasonable under the circumstances to maintain its secrecy. The Client agrees that access to Confidential Information will be limited to those employees or other authorized representatives of the Client who need to know such Confidential Information in connection with their work related to this Agreement. The Client further agrees to inform such employees or authorized representatives of the confidential nature of Confidential Information and agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by them.
- Support Ticket Service Requests: As a pre-existing Client, you will have access to our support ticket system and can also open/reply to tickets by emailing us or contacting us in Telegram, Slack or any other messengers. By opening a ticket to request assistance, service, or ask consulting questions, you are authorizing our support team to assist you with those needs.
- Server Management Refund Policy: Refunds for contracted managed services, contracted managed services not yet rendered, and associated products are completely at the discretion of SPsoft. If the situation is such that SPsoft considers a refund of some form appropriate, fees (such as processing fees, services rendered, consulting, etc.) may be deducted from the total refund.