Terms & Conditions

1. Acceptance of Terms

By accessing or using the services provided by MicroSky Managed Services Inc. ("MicroSky," "we," "our," or "us"), you agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our services.

2. Services

MicroSky provides managed IT services, cybersecurity solutions, web design, hosting, and related technology services. The specific services provided to you will be outlined in your service agreement or statement of work.

3. User Responsibilities

As a user of our services, you agree to:

• Provide accurate, current, and complete information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized access or security breaches
• Use our services only for lawful purposes
• Not interfere with or disrupt our services or servers
• Comply with all applicable laws and regulations

4. Service Level Agreement (SLA)

Our service level commitments, including response times, uptime guarantees, and support availability, are detailed in your specific service agreement. We strive to meet or exceed these commitments but cannot guarantee uninterrupted or error-free service.

5. Fees and Payment

Payment terms are specified in your service agreement. General terms include:

• Fees are due as specified in your agreement (monthly, quarterly, annually, or per project)
• Late payments may result in service suspension and late fees
• All fees are non-refundable unless otherwise stated
• We reserve the right to modify fees with 30 days' notice
• Additional services or overages will be billed separately

6. Intellectual Property

All content, software, designs, logos, and materials provided by MicroSky remain our intellectual property or that of our licensors. You are granted a limited, non-exclusive license to use our services as intended. Unless otherwise specified in writing, any custom work or deliverables created for you become your property upon full payment.

7. Confidentiality

We maintain strict confidentiality of your business information and data. We will not disclose your confidential information to third parties except as necessary to provide services, comply with legal obligations, or with your consent. You agree to keep confidential any proprietary information, methodologies, or tools we share with you.

8. Data Security and Privacy

We implement industry-standard security measures to protect your data. However, you acknowledge that no system is completely secure. Our handling of personal data is governed by our Privacy Policy. You are responsible for maintaining backups of your critical data.

9. Limitation of Liability

To the maximum extent permitted by law, MicroSky shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption, arising from or related to our services. Our total liability shall not exceed the fees paid by you in the 12 months preceding the claim.

10. Warranties and Disclaimers

We provide our services "as is" and make no warranties beyond those explicitly stated in your service agreement. We disclaim all implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the extent permitted by law.

11. Termination

Either party may terminate services according to the terms specified in your service agreement. Generally:

• You may cancel with 30 days' written notice
• We may terminate immediately for non-payment or breach of terms
• Upon termination, you remain responsible for any outstanding fees
• We will assist with data transition for a reasonable fee

12. Indemnification

You agree to indemnify and hold harmless MicroSky, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from your use of our services, violation of these terms, or infringement of any third-party rights.

13. Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, acts of war, terrorism, labor disputes, government actions, or internet/telecommunications failures.

14. Governing Law and Dispute Resolution

These Terms and Conditions are governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes shall be resolved through binding arbitration in New York County, New York, except that either party may seek injunctive relief in court.

15. Modifications to Terms

We reserve the right to modify these Terms and Conditions at any time. We will provide notice of material changes via email or through our website. Your continued use of our services after changes take effect constitutes acceptance of the new terms.

16. Entire Agreement

These Terms and Conditions, together with your service agreement and our Privacy Policy, constitute the entire agreement between you and MicroSky regarding our services and supersede all prior agreements and understandings.

17. Severability

If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Contact Information

For questions about these Terms and Conditions, please contact us: