1. Agreement and Scope
These Terms of Service (the “Terms”) are a binding business-to-business agreement between MSPClouds and the person or entity that orders, accesses, resells, administers, or uses the Services (“Customer”). If you accept for an entity, you represent that you have authority to bind it. These Terms, each Order, the Acceptable Use provisions below, any applicable SLA, the Privacy Policy, and any signed addendum form the “Agreement.” If a signed Order conflicts with these Terms, the signed Order controls only for that conflict.
2. Services, Orders, and Changes
Services may include virtual compute, private cloud, storage, networking, migration assistance, support, colocation-related connectivity, and other offerings identified in an Order or control panel. Features, technical limits, regions, software images, hardware, and third-party components may change. MSPClouds may make commercially reasonable changes required for security, law, supplier changes, capacity, reliability, or product evolution. Material reductions to a paid core Service will be handled in accordance with the applicable Order or law.
3. Accounts and Authorized Users
Customer is responsible for accurate account information, credential security, MFA where offered, all activity under its accounts, and promptly removing unauthorized users. Customer must notify MSPClouds promptly of suspected compromise. MSPClouds may rely on instructions from authenticated account users and is not responsible for losses caused by Customer credential compromise except to the extent caused by MSPClouds’ breach of an express obligation.
4. Customer Systems, Data, and Configuration
Customer controls and is responsible for Customer Data, workloads, operating systems, applications, firewall rules, identities, encryption choices, software licensing, patches, configurations, and end-user activity unless an Order expressly assigns a task to MSPClouds. Customer represents it has all rights and lawful bases needed for Customer Data and instructions. MSPClouds acquires no ownership of Customer Data. Customer grants only the limited rights necessary to host, transmit, back up, troubleshoot, secure, and otherwise process Customer Data to provide and protect the Services.
5. Security Shared Responsibility
MSPClouds will use commercially reasonable administrative, technical, and physical safeguards appropriate to the Services. Cloud security is a shared responsibility. Customer remains responsible for endpoint security, application security, identity management, guest operating systems, secrets, customer-controlled encryption keys, access policies, and secure configuration except where a managed service expressly states otherwise. No security control eliminates all risk.
6. Backups, Snapshots, and Data Loss
Unless a specific backup service is purchased and expressly described in an Order, Customer is solely responsible for maintaining independent, tested backups outside the affected production system. Snapshots, replication, RAID, high availability, and platform redundancy are not substitutes for independent backups. Backup retention, recovery points, recovery times, and exclusions are governed only by the purchased backup service. Customer must test restorations. MSPClouds is not liable for loss of data that Customer could reasonably have prevented through required backups, subject to applicable law.
7. Migration Assistance
Migration assistance is provided on a commercially reasonable basis and may require Customer cooperation, credentials, maintenance windows, DNS changes, application testing, licensing, and third-party provider access. Unless expressly stated in a signed migration statement of work, migration dates and durations are estimates, Customer is responsible for final application acceptance testing, and MSPClouds does not warrant that every legacy configuration or third-party dependency can be migrated without modification or downtime.
8. Fees, Billing, Taxes, and Disputes
Customer will pay the fees shown in the Order or control panel, plus applicable taxes. Recurring Services renew for successive billing periods unless canceled in accordance with the applicable Order. Usage, overage, one-time, migration, support, licensing, and third-party fees may be billed separately. Customer must raise good-faith billing disputes within 30 days after the invoice date and pay undisputed amounts when due. Late amounts may accrue the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. Customer is responsible for chargebacks it initiates without a valid basis.
9. Suspension
MSPClouds may suspend affected Services when reasonably necessary to address nonpayment, security threats, attacks, abuse, legal demands, material Agreement violations, risk to the platform or other customers, or emergency maintenance. Where practicable, MSPClouds will provide notice and limit suspension to the affected Service. Fees may continue during a suspension caused by Customer or its users.
10. Acceptable Use
Customer will not use the Services for unlawful activity; malware distribution; unauthorized access; credential theft; phishing; spam; denial-of-service attacks; botnets; trafficking in stolen data; child sexual abuse material; infringement; sanctions evasion; deceptive impersonation; or activity that materially threatens the security, availability, or integrity of MSPClouds, its suppliers, or others. Security research requires authorization when it may affect systems not owned by Customer. Customer is responsible for its end users and must maintain an abuse response process. MSPClouds may investigate abuse reports and take proportionate action.
11. Third-Party Software and Services
Services may interoperate with third-party software, networks, data centers, registries, operating systems, licenses, APIs, or services. Third-party terms may apply directly to Customer. MSPClouds is not responsible for third-party products outside its control and may replace suppliers or components with reasonably comparable alternatives. Open-source software remains subject to its applicable licenses.
12. Support and Life Happens Mode
Standard support scope is described in the applicable plan. “Life Happens Mode” is an optional temporary support service under which MSPClouds may, after authorization and onboarding, assist with Customer tickets and customer-facing support through approved systems such as WHMCS, Blesta, HostBill, ClientExec, or another approved platform. Coverage windows, channels, service levels, authority, fees, and exclusions are established at activation. Customer remains the contracting provider to its end customers unless a separate agreement states otherwise. MSPClouds may decline or limit actions involving refunds, legal commitments, security-sensitive changes, unsupported systems, abusive end users, or matters outside the approved runbook. Customer must provide lawful access, current documentation, escalation contacts, and least-privilege credentials. Extended or indefinite coverage requires a separate written agreement.
13. Exit Plan and Potential Account Acquisition
After at least 24 consecutive months of qualifying paid service, Customer may request an “Exit Plan” acquisition review. MSPClouds has no obligation to purchase Customer, its accounts, contracts, assets, or revenue. Any indication of “up to 2.5×” is a non-binding marketing ceiling for potentially qualifying trailing-12-month recurring revenue and is not a guaranteed valuation, formula, floor, appraisal, or offer. Any valuation may consider revenue quality, gross margin, churn, customer concentration, contract assignability, aging receivables, liabilities, support burden, service mix, compliance, customer tenure, market conditions, and diligence findings. No sale occurs unless the parties execute a separate definitive purchase agreement addressing price, assets/liabilities, representations, transition, customer notices/consents, taxes, and closing conditions.
14. Service Levels and Maintenance
Any uptime commitment applies only if stated in an applicable SLA. Scheduled maintenance, emergency maintenance, Customer-caused events, Internet failures outside MSPClouds’ control, third-party failures outside the covered Service, force majeure, attacks, Customer configuration, and preview/beta services may be excluded as specified by the SLA. Unless prohibited by law, service credits stated in an SLA are Customer’s sole monetary remedy for failure to meet that SLA.
15. Beta, Preview, and Free Services
Beta, preview, evaluation, trial, and free Services may be changed, suspended, or discontinued at any time and are provided without SLA or production commitment unless expressly stated otherwise. Customer should not use them for workloads requiring guaranteed availability, durability, or regulatory commitments.
16. Intellectual Property and Feedback
Each party retains its pre-existing intellectual property. MSPClouds retains all rights in the Services, platform, documentation, designs, software, know-how, and improvements, excluding Customer Data. Customer may provide feedback; Customer grants MSPClouds a perpetual, worldwide, royalty-free right to use feedback without identifying Customer or disclosing Customer Confidential Information.
17. Confidentiality
Each party will protect the other party’s non-public confidential information using at least reasonable care, use it only for the Agreement, and disclose it only to personnel and providers with a need to know and appropriate confidentiality obligations. These restrictions do not apply to information lawfully known without restriction, independently developed, rightfully received from another source, or public through no breach. Legally compelled disclosure is permitted, with notice where lawful.
18. Privacy and Data Processing
MSPClouds processes business contact, account, telemetry, support, and billing information as described in its Privacy Policy. When MSPClouds processes personal data in Customer Data on Customer’s behalf, Customer is the controller/business or processor as applicable and MSPClouds acts as processor/service provider/subprocessor as applicable. The MSPClouds Data Processing Addendum (“DPA”) applies where required by applicable data-protection law and addresses processing instructions, confidentiality, security, subprocessors, data-subject assistance, deletion/return, audits, and international transfers.
19. Compliance, Export, and Sanctions
Each party will comply with laws applicable to its performance. Customer will not use the Services in violation of export controls, economic sanctions, anti-corruption laws, or restrictions applicable to Customer Data. Customer is responsible for determining whether its workload is subject to sector-specific requirements and for purchasing any required regulated-service addendum. No HIPAA, PCI, government, export-controlled, or similar compliance commitment applies unless expressly agreed in writing.
20. Warranties and Disclaimers
Each party warrants it has authority to enter the Agreement. MSPClouds warrants paid Services will be provided in a professional and workmanlike manner. EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MSPCLOUDS DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING. MSPCLOUDS DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THAT ALL SECURITY THREATS WILL BE PREVENTED, OR THAT CUSTOMER’S PARTICULAR APPLICATION WILL BE COMPATIBLE.
21. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR EXCLUDED CLAIMS BELOW, MSPCLOUDS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM. FOR FREE SERVICES, THE CAP IS US$100. Nothing limits liability that cannot lawfully be limited. The foregoing cap does not increase because multiple claims, Services, or legal theories are asserted.
22. Excluded Claims and Customer Indemnity
The liability exclusions/caps do not limit Customer’s payment obligations or either party’s liability to the extent a limitation is prohibited by law. Customer will defend and indemnify MSPClouds and its affiliates, personnel, and suppliers against third-party claims arising from Customer Data, Customer applications, Customer or end-user use of the Services in violation of the Agreement or law, infringement caused by Customer materials, or Customer’s relationship with its end users, except to the extent caused by MSPClouds. MSPClouds will provide reasonable notice and cooperation and Customer may control the defense subject to reasonable conflict protections.
23. IP Claims
If a third party claims that an unmodified MSPClouds-provided paid Service infringes its intellectual-property right, MSPClouds may, at its option, obtain the right to continue use, modify or replace the affected Service, or terminate it and refund prepaid unused fees for the affected period. This section does not apply to claims caused by Customer Data, combinations not supplied by MSPClouds, modifications by others, continued use after notice, or use outside documentation. This section states Customer’s exclusive remedy for such IP claims to the extent permitted by law.
24. Termination and Data Retrieval
Customer may cancel month-to-month Services through the designated process, subject to committed terms and non-cancelable third-party charges. Either party may terminate for uncured material breach after reasonable notice, or immediately for insolvency where permitted. Upon termination, Customer’s right to use the affected Services ends. Customer is responsible for exporting Customer Data before termination. MSPClouds may delete Customer Data after termination or expiration in accordance with its retention practices unless law or a written Order requires otherwise. MSPClouds is not an archival service.
25. Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, widespread Internet or utility failures, war, terrorism, civil unrest, labor disruptions, governmental action, epidemics, supplier or carrier failures, or large-scale cyberattacks, except that Customer’s obligation to pay for Services already provided is not excused.
26. Governing Law; Disputes
Unless a signed Order states otherwise, the Agreement is governed by Georgia law, excluding conflict-of-law rules. Before filing a claim, the parties will attempt in good faith for 30 days to resolve it through executive escalation. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY. Any claim not resolved by negotiation will be brought in the state or federal courts located in Fulton County, Georgia, and each party consents to personal jurisdiction and venue there. Nothing prevents either party from seeking emergency injunctive relief or using a small-claims forum where eligible.
27. Changes to Terms
MSPClouds may update online Terms to reflect legal, security, product, or business changes. Material changes will be posted with a new effective date and, when required by law or commercially reasonable, advance notice will be provided. Changes will not retroactively reduce rights for a prepaid committed term except where required by law or needed to address material security or abuse risks.
28. General
Customer may not assign the Agreement without MSPClouds’ consent, except in connection with a merger or sale of substantially all relevant assets if the assignee is not a competitor and assumes the Agreement; MSPClouds may assign to an affiliate or successor. The parties are independent contractors. No third party is a beneficiary except indemnified parties. Failure to enforce is not a waiver. Invalid provisions are modified to the minimum extent necessary and the remainder continues. Notices may be electronic. The Agreement is the complete agreement regarding its subject matter and supersedes prior proposals on that subject.