Terms of Service

Last updated: January 2025

1. Acceptance of Terms

By accessing or using the website, services, or products of MonkeyIT ("we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation. If you do not agree to these Terms, you must not use our website or services. These Terms apply in addition to any separate service agreement, statement of work, or order form we have with you; in the event of conflict, the terms of that agreement govern for the specific services covered there.

2. Description of Services

MonkeyIT provides managed IT services, including but not limited to cloud security, 24/7 monitoring, help desk support, and network infrastructure design, implementation, and maintenance. The specific scope, deliverables, and service levels for your engagement are set out in your service agreement, statement of work, or order form. We reserve the right to modify, suspend, or discontinue any part of our services with reasonable notice where practicable, except where such change is required for security or legal compliance.

3. Service Levels and Support

Where a service level agreement (SLA) applies, we will use commercially reasonable efforts to meet the response times and availability targets specified in that SLA. Support priorities and escalation procedures are defined in your service documentation. Scheduled maintenance will be communicated in advance where possible. We are not liable for failures or delays caused by factors outside our reasonable control, including client-side issues, third-party services, or force majeure events.

4. Your Obligations

You agree to:

  • Provide accurate account and contact information and notify us of changes.
  • Cooperate with us in the delivery of services (e.g. providing access, information, and decisions in a timely manner).
  • Use our services only for lawful purposes and in accordance with these Terms and applicable law.
  • Not use our services to transmit malicious code, violate any third party's rights, or engage in fraud or illegal activity.
  • Maintain the security of your credentials and systems to the extent they remain under your control.
  • Comply with any acceptable use or security policies we provide.

Failure to meet these obligations may affect our ability to perform and could result in suspension or termination of services in accordance with these Terms.

5. Fees and Payment

Fees for our services are as set out in your service agreement, order form, or quote. Unless otherwise agreed, fees are billed in advance on a monthly or annual basis and are due within the period specified in your agreement. Late payments may incur interest and we may suspend services after reasonable notice for non-payment. All fees are exclusive of applicable taxes, which you are responsible for where required by law. We may adjust fees upon reasonable notice in accordance with your agreement; continued use of services after a fee change constitutes acceptance.

6. Term, Renewal, and Termination

The initial term and any renewal terms are as specified in your service agreement. Unless otherwise agreed, services may renew automatically for successive periods. Either party may terminate in accordance with the notice period and conditions set out in your agreement. We may suspend or terminate services immediately for material breach, non-payment (after notice), or where required by law. Upon termination, you remain liable for fees for services provided up to the effective date of termination. We will, where applicable, assist with an orderly transition and return or destruction of your data in line with our data processing and retention policies.

7. Intellectual Property

We retain all rights in our pre-existing and independently developed intellectual property, including our tools, methodologies, and know-how. Deliverables created specifically for you under a written agreement may be assigned or licensed to you as set out in that agreement. You grant us a limited licence to use your data, systems, and materials as necessary to perform the services. Nothing in these Terms transfers ownership of our general tools, software, or IP to you unless expressly agreed in writing.

8. Confidentiality

Each party agrees to keep confidential the other party's confidential information and to use it only for the purpose of performing or receiving the services. Confidential information includes business, technical, and financial information disclosed in connection with the engagement. Exceptions apply for information that is publicly available through no fault of the receiving party, independently developed, or rightfully received from a third party without restriction. We may disclose your confidential information where required by law, subject to giving you reasonable notice where permitted. These obligations survive termination of the services.

9. Limitation of Liability

To the maximum extent permitted by applicable law, MonkeyIT and its affiliates, officers, and employees shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, or business opportunities, arising out of or in connection with these Terms or the services, even if advised of the possibility of such damages. Our total aggregate liability for any claims arising out of or related to these Terms or the services shall not exceed the fees paid by you for the services giving rise to the claim in the twelve (12) months preceding the claim. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such cases, our liability is limited to the fullest extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless MonkeyIT and its affiliates, officers, and employees from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the services in breach of these Terms or applicable law; (b) your data or your use of our services in a manner that infringes or violates a third party's rights; or (c) your negligence or wilful misconduct. We will notify you of any such claim and cooperate in the defence at your expense. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you.

11. Warranties and Disclaimers

We warrant that we will perform the services with reasonable skill and care. Except as expressly stated in your service agreement, our services are provided "as is." We disclaim all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the services will be uninterrupted, error-free, or completely secure; we will, however, use commercially reasonable efforts to maintain security and availability in line with our SLAs and policies.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government actions, labour disputes, failure of third-party services or utilities, or natural disasters. The affected party shall use reasonable efforts to mitigate the effect of such events and to resume performance as soon as practicable. If a force majeure event continues for an extended period, either party may terminate the affected services on notice.

13. Third-Party Services and Vendors

Our services may depend on or integrate with third-party software, platforms, or infrastructure. Your use of such third-party services may be subject to their respective terms and policies. We are not responsible for the availability, performance, or policies of third-party services. Where we use sub-processors or vendors to deliver our services, we do so under agreements that require appropriate security and confidentiality; details are available on request and as set out in our Privacy Policy.

14. Remote Access and Data

To provide managed IT services we may need remote access to your systems and data. You will provide such access as reasonably required and in accordance with our security practices. We will process and store your data in accordance with our Privacy Policy and any applicable data processing agreement. You remain responsible for maintaining backups of critical data unless backup services are explicitly included in your agreement.

15. Changes to These Terms

We may update these Terms from time to time. We will post the revised Terms on this page and update the "Last updated" date. For material changes that affect your ongoing use of our services, we will provide reasonable notice (e.g. by email or a notice on our website or portal). Your continued use of our services after the effective date of the changes constitutes acceptance of the revised Terms. If you do not agree, you may terminate the services in accordance with your agreement.

16. General Provisions

  • Governing law: These Terms are governed by the laws of the State of California, United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for any disputes arising out of these Terms.
  • Entire agreement: These Terms, together with your service agreement, order form, and our Privacy Policy (where applicable), constitute the entire agreement between you and MonkeyIT regarding the subject matter and supersede prior agreements and understandings.
  • Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
  • Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of that or any other provision.
  • Assignment: You may not assign these Terms or your rights under them without our prior written consent. We may assign our rights and obligations in connection with a merger, acquisition, or sale of assets.

17. Contact Us

For questions about these Terms of Service or our services, please contact us:

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