Terms of Service
These Terms of Service ("Terms") govern your access to and use of the services provided by Technofied Technologies ("Technofied", "we", "us", or "our"). By engaging our services or signing a service agreement, you ("Client", "you", or "your") agree to be bound by these Terms in full.
Please read these Terms carefully before using our services. If you do not agree
with any part of these Terms, you should not engage our services.
1. ABOUT TECHNOFIED TECHNOLOGIES
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Technofied Technologies is an offshore IT support provider delivering outsourced
helpdesk services, service desk outsourcing, NOC services, white label IT support,
remote IT support, and related managed services exclusively to managed service
providers (MSPs) operating in the United States and other English-speaking markets.
Our services are intended for business clients only. We do not provide services
to individual consumers.
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2. SERVICES
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2.1 Scope of Services
Technofied provides offshore IT support services as agreed between Technofied and
the Client in a separate Service Agreement or Statement of Work (“SOW”). The
specific services, deliverables, service hours, staffing levels, and SLA
commitments applicable to your engagement are defined in that agreement.
2.2 Service Delivery
All services are delivered remotely by our offshore team. Our technicians work
inside the Client’s existing PSA, RMM, and related tools as agreed during
onboarding. Technofied does not provide on-site technical support.
2.3 White Label Delivery
Where white label services are agreed, Technofied will represent the Client’s
brand in all communications with the Client’s end users. The Client is responsible
for providing accurate brand guidelines, communication templates, and escalation
information required for white label delivery.
2.4 Service Changes
Any material changes to the scope of services — including changes in ticket
volume, staffing levels, or service hours — must be agreed in writing between
both parties before taking effect.
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3. CLIENT RESPONSIBILITIES
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3.1 Access and Tools
The Client is responsible for providing Technofied with the necessary access,
credentials, and permissions required to deliver the agreed services. This
includes access to PSA platforms, RMM tools, documentation systems, and any
client-specific environments required to perform support functions.
3.2 Accurate Information
The Client agrees to provide accurate, complete, and up-to-date information
regarding their end-user environments, escalation procedures, and client
profiles. Technofied’s ability to deliver services effectively depends on the
quality of information provided.
3.3 Escalation Contacts
The Client must maintain and communicate a current escalation matrix, including
named contacts, escalation thresholds, and preferred communication channels.
Technofied will follow the escalation procedures as defined by the Client.
3.4 Acceptable Use
The Client agrees not to use Technofied’s services for any purpose that is
unlawful, fraudulent, harmful, or in violation of any applicable laws or
regulations. The Client shall not instruct Technofied personnel to perform
any action that would constitute a breach of applicable law.
3.5 End User Conduct
The Client is responsible for the conduct of their end users when interacting
with Technofied’s team. Technofied reserves the right to refuse service to
end users who are abusive, threatening, or disruptive, and will notify the
Client promptly in such cases.
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4. FEES AND PAYMENT
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4.1 Pricing
Fees for Technofied’s services are as set out in the applicable Service
Agreement or SOW. All fees are quoted in US Dollars (USD) unless otherwise
specified.
4.2 Billing Cycle
Services are billed monthly in advance unless an alternative billing arrangement
has been agreed in writing. Invoices are issued at the beginning of each
billing period.
4.3 Payment Terms
Payment is due within fourteen (14) days of the invoice date unless otherwise
agreed. Technofied reserves the right to suspend services if payment is not
received within thirty (30) days of the invoice date following written notice
to the Client.
4.4 Late Payment
Technofied reserves the right to charge interest on overdue amounts at a rate
of 1.5% per month (or the maximum rate permitted by applicable law, whichever
is lower), calculated from the date payment was due until the date full payment
is received.
4.5 Price Changes
Technofied may adjust its pricing with a minimum of thirty (30) days’ written
notice to the Client. Continued use of services following the notice period
constitutes acceptance of the revised pricing.
4.6 Taxes
All fees are exclusive of applicable taxes. The Client is responsible for any
sales tax, VAT, or similar taxes applicable to their jurisdiction.
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5. CONFIDENTIALITY
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5.1 Mutual Confidentiality
Each party agrees to keep the other party’s confidential information strictly
confidential and not to disclose it to any third party without prior written
consent. Confidential information includes but is not limited to: business
processes, client data, pricing, technical systems, and proprietary methods.
5.2 Client Data
Technofied will handle all Client and end-user data with appropriate care and
in accordance with our Privacy Policy. Technofied will not sell, share, or use
Client data for any purpose other than delivering the agreed services.
5.3 White Label Confidentiality
Technofied agrees to maintain strict confidentiality regarding its role as
a white label provider. Technofied will not disclose its involvement to the
Client’s end users or any third parties without the Client’s express written
permission.
5.4 Survival
Confidentiality obligations survive the termination of these Terms and any
related Service Agreement for a period of three (3) years.
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6. INTELLECTUAL PROPERTY
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6.1 Client Materials
All brand assets, communication templates, SOPs, documentation, and related
materials provided by the Client to Technofied remain the sole property of
the Client. Technofied is granted a limited, non-exclusive licence to use
these materials solely for the purpose of delivering the agreed services.
6.2 Technofied Materials
All processes, methodologies, tools, and operational frameworks developed by
Technofied remain the sole intellectual property of Technofied Technologies.
Nothing in these Terms transfers ownership of Technofied’s proprietary
materials to the Client.
6.3 Work Product
Unless otherwise agreed in writing, any documentation, runbooks, SOPs, or
knowledge base entries created by Technofied specifically for the Client
during the course of service delivery become the property of the Client
upon full payment of all outstanding fees.
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7. LIMITATION OF LIABILITY
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7.1 General Limitation
To the maximum extent permitted by applicable law, Technofied’s total liability
to the Client for any claim arising under or in connection with these Terms or
any Service Agreement shall not exceed the total fees paid by the Client to
Technofied in the three (3) months immediately preceding the event giving rise
to the claim.
7.2 Exclusion of Consequential Loss
Technofied shall not be liable for any indirect, incidental, special,
consequential, or punitive damages, including but not limited to loss of
revenue, loss of data, loss of profits, or business interruption, even if
Technofied has been advised of the possibility of such damages.
7.3 Force Majeure
Technofied shall not be liable for any failure or delay in performing its
obligations caused by circumstances beyond its reasonable control, including
but not limited to natural disasters, internet outages, power failures, acts
of government, or other events outside Technofied’s reasonable control.
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8. WARRANTIES AND DISCLAIMERS
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8.1 Service Standard
Technofied will perform all services with reasonable skill and care, consistent
with industry standards for offshore MSP support delivery.
8.2 No Guarantee of Outcomes
Technofied does not warrant that its services will resolve every technical issue
presented, achieve specific performance targets beyond those agreed in a Service
Agreement, or prevent all security incidents or data loss events.
8.3 Third-Party Platforms
Technofied is not responsible for the performance, availability, or security of
third-party platforms, tools, or services used in delivering its services,
including PSA and RMM platforms, Microsoft 365, or any other third-party system.
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9. TERM AND TERMINATION
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9.1 Term
These Terms apply for the duration of any active Service Agreement between
Technofied and the Client.
9.2 Termination by Client
The Client may terminate services by providing thirty (30) days’ written notice
to Technofied, unless a different notice period is specified in the applicable
Service Agreement. Notice must be sent in writing to the contact details below.
9.3 Termination by Technofied
Technofied may terminate services immediately upon written notice if:
(a) The Client fails to make payment within thirty (30) days of a payment
due date following written notice;
(b) The Client breaches any material term of these Terms or a Service
Agreement and fails to remedy the breach within fourteen (14) days
of written notice; or
(c) The Client engages in conduct that is abusive, unlawful, or harmful
to Technofied’s personnel or reputation.
9.4 Effect of Termination
Upon termination:
(a) All outstanding fees become immediately due and payable;
(b) Each party will return or destroy the other party’s confidential
information as reasonably requested;
(c) Technofied will provide reasonable cooperation in transitioning
services back to the Client or a new provider during the notice period.
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10. DISPUTE RESOLUTION
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10.1 Good Faith Resolution
In the event of a dispute, both parties agree to attempt to resolve the matter
in good faith through direct communication before initiating any formal
legal proceedings.
10.2 Governing Law
These Terms are governed by the laws of the State of Texas, United States,
without regard to its conflict of law provisions.
10.3 Jurisdiction
Any disputes that cannot be resolved through good faith negotiation shall
be subject to the exclusive jurisdiction of the courts of Texas, United States.
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11. GENERAL PROVISIONS
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11.1 Entire Agreement
These Terms, together with any applicable Service Agreement or SOW, constitute
the entire agreement between the parties regarding the subject matter herein
and supersede all prior discussions, representations, and agreements.
11.2 Amendments
Technofied reserves the right to update these Terms at any time. Material
changes will be communicated to active Clients with a minimum of thirty (30)
days’ written notice. Continued use of services after the notice period
constitutes acceptance of the updated Terms.
11.3 Severability
If any provision of these Terms is found to be unenforceable, the remaining
provisions will continue in full force and effect.
11.4 Waiver
Failure by either party to enforce any provision of these Terms shall not
constitute a waiver of that provision or any other provision.
11.5 Assignment
The Client may not assign its rights or obligations under these Terms without
Technofied’s prior written consent. Technofied may assign its rights to a
successor entity in connection with a merger, acquisition, or sale of assets.
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12. CONTACT INFORMATION
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For questions regarding these Terms of Service, please contact us:
Technofied Technologies
Phone: +1 (214) 301-5486
Website: https://technofied.net/contact/
Email: sales@technofied.net
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