Terms & Conditions

These Terms and Conditions (the "Agreement") govern the provision of IT services by Skye Serve, a company registered in Ireland with company registration number [Your Company Number], and having our registered office at [Your Company Address] ("we," "us," or "our").

By accessing or using our website, engaging with our services, or accepting any of our proposals, you agree to be bound by these Terms and Conditions. Please read them carefully.

1. Introduction and Acceptance of Terms

These Terms and Conditions outline the agreement between you, our client ("Client," "you," or "your"), and us, Skye Serve, regarding the IT services we provide. We believe in clear communication and setting expectations from the outset.

Your acceptance of our Proposal or Statement of Work (SOW), or your engagement with us for services, signifies your agreement to these terms.

2. Definitions – Understanding Key Terms

To ensure clarity, here are some key terms used throughout this Agreement:

Agreement: Refers to these Terms and Conditions, alongside any specific Proposal, Statement of Work, or other documents we explicitly include.
Client Data: Any information or materials you provide to us or that we access on your behalf to deliver our services.
Confidential Information: Private details, whether business, financial, or technical, shared between us that are marked as confidential or would reasonably be understood as such.
Fees: The charges for our services as detailed in your specific Proposal or Statement of Work.
Intellectual Property Rights (IPRs): All rights related to inventions, copyrights, trademarks, software, designs, and other similar protections worldwide.
Proposal / Statement of Work (SOW): A document specific to your project, outlining the IT services, scope, deliverables, timelines, and costs.
Services: The IT services we agree to provide you, as described in your Proposal or Statement of Work.
Service Level Agreement (SLA): If applicable, a separate document detailing specific performance targets, response times, and resolution times for our services.

3. Our Services – What We Provide

We will provide the Services to you exactly as detailed in your agreed-upon Proposal or Statement of Work.

Please note that any services not explicitly listed in your Proposal or Statement of Work are not included in this Agreement. If you need additional services, we'll be happy to discuss them, and they may be subject to extra charges and a separate agreement.

The effectiveness of some of our Services can depend on your existing IT infrastructure, systems, and your adherence to our recommendations.

4. Your Responsibilities as a Client

For us to deliver the best possible service, we'll need your cooperation. You agree to:

Provide us with all necessary access, information, and support, including timely access to premises, systems, and personnel.
Ensure all information you provide is accurate and complete.
Make prompt decisions and provide approvals when needed.
Ensure you have all the necessary licenses for any software, hardware, or third-party products used with our Services.
Notify us immediately of any issues, concerns, or changes to your IT environment that might affect our Services.
You are responsible for maintaining proper backup copies of all your Client Data. While we take data security seriously, we won't be liable for any loss or corruption of your data unless it's due to our gross negligence or willful misconduct.

5. Fees and Payments

You will pay the Fees for our Services as outlined in your Proposal or Statement of Work.
All Fees are exclusive of VAT and any other applicable taxes, which will be added to your invoice at the current rate.
Payment terms will be specified in your Proposal or Statement of Work. If not specified, invoices are due within 30 days of the invoice date.
For late payments, we reserve the right to charge interest on overdue amounts at a rate of 8% per annum above the European Central Bank base rate, compounded monthly. We may also suspend Services until all outstanding amounts are paid.
We may recover reasonable expenses incurred while providing Services, such as travel costs, hardware, and third-party software licenses, provided these are agreed upon in advance or specified in your Proposal/SOW.

6. Agreement Term and Termination

This Agreement begins on the date specified in your Proposal or Statement of Work and continues for the term specified, or until the Services are completed, unless terminated earlier as per this section.
Either party can terminate this Agreement immediately with written notice if the other party:
- Commits a material breach of this Agreement and fails to fix it within 30 days of receiving written notice.
- Becomes insolvent or enters into any form of insolvency proceedings.
We may also terminate this Agreement immediately if you fail to pay any amount due on the payment due date.
Upon termination:
- All outstanding Fees and expenses up to the termination date become immediately due.
- Both parties will return or destroy (as requested) any Confidential Information belonging to the other.
- We will cease providing Services.

7. Warranties and Our Commitment

We warrant that we will perform the Services with reasonable skill and care, using appropriately qualified personnel.
We do not guarantee that our Services will be uninterrupted or completely error-free, or that all defects will be fixed.
Aside from what's explicitly stated in this Agreement, all other warranties or conditions, whether express or implied by law, are excluded to the fullest extent permitted by law.

8. Limitation of Liability – What We're Responsible For

Nothing in this Agreement will limit or exclude our liability for:
- Death or personal injury caused by our negligence.
- Fraud or fraudulent misrepresentation.
- Any other liability that cannot be legally excluded or limited.
Subject to the above, our total liability to you under this Agreement (whether in contract, negligence, breach of statutory duty, or otherwise) will never exceed the total Fees you paid to us in the twelve (12) months preceding the event that caused the claim.
Subject to the above, we will not be liable for any:
- Loss of profits, sales, business, or revenue.
- Loss or corruption of data, information, or software.
- Loss of business opportunity or anticipated savings.
- Loss of goodwill.
- Indirect or consequential loss or damage.

9. Intellectual Property Rights (IPRs)

Any new materials, software, or deliverables we develop specifically for you during our Services will become your property once all related Fees are paid in full, unless we agree otherwise in writing.
All Intellectual Property Rights in our existing materials, tools, methodologies, and software remain our property (or our licensors'). We grant you a non-exclusive, non-transferable license to use these materials solely for the purpose of receiving and using our Services.

10. Confidentiality – Keeping Information Safe

Both parties agree to keep all Confidential Information received from the other party confidential.
Neither of us will share the other's Confidential Information with any third party, except with employees, agents, or subcontractors who need to know it to fulfill their obligations under this Agreement and who are also bound by similar confidentiality rules.
This confidentiality obligation does not apply to information that:
- Is already known to the receiving party when disclosed.
- Becomes publicly available without the receiving party's fault.
- Is rightfully received from a third party without restrictions.
- Is independently developed by the receiving party.
- Is required to be disclosed by law or by a governmental authority.

11. Data Protection – Your Data and GDPR

Both of us will comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and any related Irish laws.
If we process personal data on your behalf, we will enter into a separate Data Processing Addendum (DPA) that details our respective responsibilities in handling that data.

12. Force Majeure – Events Beyond Our Control

Neither party will be held liable for any delay or failure to perform obligations under this Agreement if it's due to an event beyond their reasonable control. This includes, but isn't limited to, acts of God, war, terrorism, civil unrest, fire, flood, epidemic, pandemic, labour disputes, or government restrictions.
The affected party will promptly notify the other party of the event and do their best to reduce its impact.

13. Governing Law and Jurisdiction – Irish Law Applies

This Agreement and any disputes related to it will be governed by and interpreted in accordance with the laws of Ireland.
Both parties irrevocably agree that the courts of Ireland will have exclusive jurisdiction to settle any dispute or claim arising from or in connection with this Agreement.

14. General Provisions

Entire Agreement: This document, along with any relevant Proposal or SOW, forms the complete agreement between us. It supersedes any prior discussions or agreements.
Changes: Any changes to this Agreement must be in writing and signed by both parties to be effective.
Severability: If any part of this Agreement is found to be invalid, illegal, or unenforceable, it will be modified as little as possible to make it valid. If that's not possible, that specific part will be removed, but the rest of the Agreement will remain in full effect.
Waiver: If either party doesn't enforce a right or remedy, it doesn't mean they're waiving that right for the future.
Notices: Any official notice must be in writing and sent to the registered address of the relevant party (or another address they've provided). You can send notices by registered post, courier, or email (with a read receipt).
Assignment: Neither party can transfer their rights or obligations under this Agreement without the other's written consent. However, we may subcontract our obligations, but we'll always remain responsible for the Services' performance.

If you have any questions about these Terms and Conditions, please contact us:

info@skyeserve.com

Contact Us

Terms & Conditions