Terms of Service

By accessing our website or purchasing/using our services, you agree to be bound by these Terms and any order, statement of work, or service schedule referencing them (collectively, the “Agreement”). If you do not agree, do not use our website or services.

We provide professional IT services including Microsoft 365 and Azure design, deployment, security hardening, backup/DR, monitoring, and managed support. Specific deliverables, assumptions, and timelines are defined in the applicable Order/SOW.

• Advisory and implementation are performed on a best-effort, commercially reasonable basis.
• Managed services are performed per the agreed scope and, if applicable, SLA targets.
• Out-of-scope requests require a change order or additional statement of work.

You are responsible for maintaining the confidentiality of credentials and restricting access to your systems. You agree to promptly notify us of any unauthorized use or security incident. You remain responsible for your users’ activity and compliance with this Agreement.

• Fees are stated in the Order/SOW. Unless otherwise specified, invoices are due within 15 days.
• Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
• Fees exclude taxes; you are responsible for applicable taxes, duties, and withholdings.
• Licenses or third-party subscriptions (e.g., Microsoft) may be billed separately.

The term starts on the effective date of the Order/SOW. Unless stated otherwise, managed services auto-renew monthly. Either party may terminate for material breach not cured within 30 days of written notice. Upon termination, you pay for services rendered and committed third-party costs.

• Provide accurate information, necessary access, and timely decisions.
• Maintain your own backups unless backup is expressly included in scope.
• Comply with applicable laws and third-party terms (e.g., Microsoft Customer Agreement).
• Designate a single point of contact for approvals and escalations.

You will not misuse the services, attempt unauthorized access, disrupt networks, transmit malware, violate privacy, or infringe IP. We may suspend services to protect security or comply with law, with notice where practicable.

Each party may access the other’s confidential information. The receiving party will use the same degree of care it uses for its own confidential information (at least reasonable care) and only for performing under the Agreement. Confidentiality does not apply to information that is public, independently developed, or lawfully obtained without restriction.

• You own your data and your pre-existing IP; we own our pre-existing IP and tooling.
• Deliverables are licensed for your internal business use unless the Order/SOW assigns ownership.
• We may reuse general know-how, templates, and non-confidential learnings.

Our work may rely on third-party platforms (e.g., Microsoft, security vendors). Your use of such platforms is subject to their terms and policies. We are not liable for third-party service outages or changes outside our control.

EXCEPT AS EXPRESSLY SET OUT IN AN ORDER/SOW, THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS/REVENUE/GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR UNPAID FEES, CONFIDENTIALITY BREACHES, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM.

Each party will defend and indemnify the other against third-party claims arising from (a) the indemnifying party’s gross negligence or willful misconduct; (b) your data or materials provided for the services; or (c) your use of the services in violation of the Agreement or law.

Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf, the parties will execute any required data processing terms.

If you purchase managed services, applicable response targets and availability objectives are set out in the Order/SOW or SLA addendum. Scheduled maintenance windows and emergency actions may occur with reasonable notice where practicable.

We may improve or modify the website or services from time to time. We may update these Terms by posting a revised version with an updated date. Material changes will be highlighted on this page. Your continued use after changes constitutes acceptance.

These Terms are governed by the laws of the United Arab Emirates. Any dispute will be subject to the exclusive jurisdiction of the courts of Dubai, UAE, unless the parties agree to alternative dispute resolution in writing. Conflict-of-laws principles do not apply.

• Entire Agreement: The Agreement is the entire understanding relating to its subject matter.
• Order of Precedence: If there’s a conflict, an Order/SOW controls over these Terms.
• Assignment: Neither party may assign without consent, except to an affiliate or in a merger/sale.
• Force Majeure: No liability for delays/failures due to causes beyond reasonable control.
• Notices: Notices may be sent to the contacts in the Order/SOW or to info@clarioit.com.
• Severability & Waiver: If a term is unenforceable, the rest remains; no waiver by silence.

• Email: info@clarioit.com
• Phone/WhatsApp: +971 50 413 8716
• Dubai, United Arab Emirates