Managed Services Agreement

1. Definitions

Managed Services or Services

The ongoing administration and support services described in the Proposal/Quote, which may include administration of Microsoft 365, Google Workspace or similar cloud platforms; security configuration; user account management; and related advisory work.

Platform

The cloud platform or platforms administered by us on behalf of the Client, such as Microsoft 365, Google Workspace, Zoho or Migadu Email.

Subscription Costs

Third-party licence fees payable to the Platform provider for user accounts and services.

Business Hours

09:00 to 17:30, Monday to Friday, excluding public holidays in England and Wales.

2. Scope of Services

1. The specific scope of Services is set out in the Proposal/Quote and may include administration, configuration, user management, security posture management and reasonable ongoing support.
2. The Services do not include hardware support; training on use of the Platform by end users; migration from systems not managed by us; remediation of issues caused by the Client or third parties authorised by the Client; or any work expressly identified as out of scope in clause 9.

3. Security and Access Management

Administrative Access

To maintain system integrity and enable us to provide the Services effectively, we will hold Primary Global Administrator access to the Platform. Where appropriate, the Client will be provided with a limited administrative account for day-to-day tasks.

Multi-Factor Authentication

Multi-Factor Authentication (“MFA”) is mandatory for all user accounts on Platforms managed by us. We are not liable for unauthorised access or breach resulting from:

1. the Client or its users disabling, bypassing or failing to maintain MFA; or
2. approval of fraudulent MFA prompts by the Client’s users.

Emergency Recovery Codes

Where we provide the Client with physical or digital Emergency Recovery Codes, the Client is solely responsible for their secure storage. If the Client loses these codes and is consequently locked out of the Platform, we will assist with recovery on a time-and-materials basis at our current standard hourly rate, with no guarantee of recovery.

Client-Induced Issues

We are not responsible for service outages, data loss or security incidents caused by:

1. the Client, or third parties authorised by the Client, making configuration changes, installing applications or plugins, or mismanaging credentials;
2. actions taken by the Client’s users in breach of reasonable security practice; or
3. failures of the Platform provider itself.

4. Credentials and Third-Party Access

Unique User Accounts

The Client agrees that each user must have their own unique login. Sharing administrative or end-user credentials between staff members is not permitted.

Third-Party Access

If the Client grants access to the Platform to a third party—for example an external marketing or SEO agency, developer or another IT supplier—the Client assumes responsibility for that third party’s actions. We may request reasonable notice of such access and set conditions on the level of access granted in order to maintain security.

5. Subscription Costs

Payment of Subscriptions

Where we pay Subscription Costs directly to the Platform provider on the Client’s behalf, those costs will be itemised on our invoices and are payable by the Client to us.

No Markup Unless Stated

Subscription Costs are passed through at the rate charged by the Platform provider, unless a handling or administration charge is specified in the Proposal/Quote.

Non-Payment

If the Client fails to pay invoiced Subscription Costs within 14 days of the invoice date, we reserve the right to suspend the Services and, after a further 14 days, to cease paying Subscription Costs on the Client’s behalf. This may result in suspension or termination of user accounts by the Platform provider. The Client remains liable for all Subscription Costs incurred up to the point of suspension or termination.

Subscription Changes

Where the Client requests changes to the number of users, licence types or subscribed services, the Client is responsible for any resulting changes to Subscription Costs from the next billing cycle.

6. Service Fees and Adjustments

Fees

Our fees for the Services are set out in the Proposal/Quote. Fees are billed in advance on the cycle specified in the Proposal/Quote.

Annual Review

We review service fees annually to reflect inflation, changes in third-party costs and the evolving security and risk landscape. Any increase in recurring fees will be notified with a minimum of 30 days’ written notice.

Risk-Based Adjustment

We reserve the right to propose fee adjustments where the Client’s technical requirements or risk profile changes significantly, including:

1. a substantial increase in user count;
2. a substantial increase in data volume or platform complexity;
3. the Client becoming subject to elevated compliance requirements, such as sector-specific regulation; or
4. significant expansion of the agreed scope of Services.

Where we propose such an adjustment, we will notify the Client and the parties will discuss revised fees in good faith. Where agreement cannot be reached within 30 days, either party may terminate the affected Services on 60 days’ written notice.

Hourly Rate

Where work is charged by the hour, our current standard hourly rate is as notified to the Client and may vary by client and engagement type.

VAT

Vivify HQ Ltd is not currently registered for VAT. All fees are exclusive of VAT.

7. Standard of Service

Reasonable Skill and Care

We will provide the Services with the reasonable skill and care expected of a competent IT services provider operating at a sole-operator scale.

Response Times

Unless a specific Service Level Agreement is set out in the Proposal/Quote, we will respond to Client requests within a reasonable timeframe during Business Hours. We do not provide a 24/7 monitored helpdesk.

Platform Limitations

We rely on Platform providers including Microsoft, Google and others to deliver their underlying services. We are not liable for outages, defects or changes in the Platforms themselves, and our service is necessarily limited by the capabilities and policies of those Platforms.

8. Emergency and Out-of-Hours Work

Definition

“Critical” issues are those that cause complete loss of access to the Platform or substantial risk to the integrity or security of Client data, and that cannot reasonably wait for resolution during Business Hours.

Emergency Rates

Where we agree to undertake Critical work outside Business Hours, this is billed at our Emergency Hourly Rate of £225 per hour, with a minimum charge of one hour. We reserve the right to vary this rate on notice.

No Guarantee

We will use reasonable endeavours to resolve emergencies but provide no guarantee of resolution within any specified timeframe.

9. Out of Scope Work

Unless explicitly stated in the Proposal/Quote or a Service Level Agreement, the following are out of scope and billable as additional work at our current standard hourly rate:

1. end-user training on the Platform or related applications;
2. migration from systems not managed by us;
3. issues caused by the Client’s hardware, network or internet connection;
4. extensive cleanup of compromised systems where the vulnerability was introduced through Client action or inaction;
5. configuration of, or support for, third-party applications integrated by the Client without our involvement;
6. consultancy on procurement, vendor selection or compliance matters beyond the technical scope of the Services; and
7. investigation of issues that on inspection prove to be Platform provider problems outside our control.

10. Remediation of Client-Caused Issues

Billable Remediation

Work required to investigate, repair or restore Services as a result of Client error, negligence or unauthorised configuration changes—including accidental deletion of data, loss of credentials or unauthorised changes by Client users—is excluded from any standard service fee and will be billed separately.

No Guarantee of Recovery

We will use reasonable endeavours to restore service or data, but provide no guarantee that data lost through Client action or negligence can be fully recovered.

11. Data Protection

1. Where the provision of the Services involves processing personal data on the Client’s behalf, we act as Data Processor and the Client acts as Data Controller. A separate Data Processing Agreement applies and sets out the parties’ respective obligations in detail.
2. The Client warrants that it has all necessary lawful bases for the processing of personal data carried out under the Services.
3. Our Privacy Policy governs data we collect in our own right.

12. Client Cyber Insurance

The Client acknowledges that managed IT services do not eliminate cyber risk, and that responsibility for maintaining appropriate Cyber Insurance to cover business interruption, breach response costs and other losses falling outside our direct control rests with the Client.

13. Confidentiality

1. Each party will treat as confidential any non-public information disclosed by the other in connection with the Services, including credentials, configurations, business information and personal data, and will not disclose it to third parties except as required to perform the Services or by law.
2. This obligation continues for three years after termination of the contract.

14. Limitation of Liability

1. Nothing in this MSA excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.
2. Subject to clause 14.1, we will not be liable for any indirect, incidental, special or consequential loss; loss of profits, revenue, business, anticipated savings, goodwill or opportunity; or loss or corruption of data, except to the extent caused by our own gross negligence.
3. Subject to clause 14.1, our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees—excluding Subscription Costs passed through under clause 5—paid by the Client to us in the 12 months immediately preceding the event giving rise to the claim.
4. We maintain Professional Indemnity insurance appropriate to the nature and scope of the Services.

15. Termination and Handover

Termination for Convenience

Either party may terminate this MSA on 14 days’ written notice.

Termination for Cause

Either party may terminate with immediate effect by written notice if the other:

1. commits a material breach that is not remedied within 14 days of written notice; or
2. becomes insolvent, enters administration or is otherwise unable to pay its debts as they fall due.

Effect of Termination

On termination:

1. all outstanding fees and Subscription Costs become immediately due;
2. we will transfer full administrative access to the Client or its nominated successor supplier within 10 business days, subject to all sums due being settled;
3. we will cease paying Subscription Costs on the Client’s behalf and the Client must make alternative payment arrangements directly with the Platform provider before any next billing cycle; and
4. confidentiality obligations under clause 13 continue.

Handover Assistance

Reasonable handover assistance is included in the final month’s fee. Additional handover work requested by the Client or its successor supplier is chargeable at our current standard hourly rate.

16. Force Majeure

Neither party will be liable for delay or failure to perform its obligations to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, fire, flood, pandemic, strike, failure of utilities or telecommunications, cyber-attack on third-party infrastructure, Platform provider outages or government action.

17. Notices

1. Notices to us should be sent to info@vivify.co or our registered address. Complaints should be sent to complaints@vivify.co.
2. Notices to the Client will be sent to the email address most recently provided by the Client.
3. Notices are deemed received by email on the next business day after sending, or by post on the second business day after posting.

18. Variation

1. We may amend this MSA to reflect changes in law, our services or business practice. Material changes will be notified with at least 30 days’ written notice, during which period the Client may terminate without penalty if it does not accept the changes.
2. No other variation is effective unless agreed in writing by both parties.

19. Entire Agreement

This MSA, together with the accepted Proposal/Quote, Vivify’s general Terms of Service and any applicable Data Processing Agreement, constitutes the entire agreement between the parties in relation to the Services.

20. Assignment

The Client may not assign or transfer its rights or obligations under this MSA without our prior written consent. We may assign our rights and obligations on written notice to the Client.

21. Severability

If any provision of this MSA is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or struck out if no such modification is possible. The remaining provisions will continue in full force.

22. Third Party Rights

No person other than the parties to this MSA has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this MSA.

23. Governing Law and Jurisdiction

This MSA is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

24. Contact

General enquiries: info@vivify.co
Complaints: complaints@vivify.co
Privacy Policy: vivify.co/privacy