Terms & Conditions

In these Terms & Conditions, the following definitions apply:

If you are agreeing on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. If you do not have that authority, or if you do not agree with these Terms, you must not use our services.

We reserve the right to update these Terms at any time. We will notify you of material changes by email at least 30 days before they take effect. Your continued use of our services after that date constitutes acceptance of the updated Terms.

Inputiv provides remote L1, L2, and L3 helpdesk support services to MSPs on a white-label basis. We operate under your brand, using your ticketing systems and communication standards, unless otherwise agreed. The scope, tier, and volume of helpdesk support are defined by your chosen subscription plan.

Project engagements are delivered on a fixed-cost basis unless otherwise specified. Each project is governed by a Statement of Work that defines scope, deliverables, timeline, and price. Changes to scope that increase cost or timeline require written agreement from both parties.

Access to the TBR platform is provided on a subscription basis. Inputiv grants you a non-exclusive, non- transferable licence to access and use the TBR platform during the subscription term, subject to these Terms.

Inputiv may engage subcontractors or third-party specialists to assist in delivering services. We remain responsible for their performance and ensure they are bound by confidentiality obligations at least as stringent as those in these Terms.

We may update or modify our services from time to time. We will not make changes that materially degrade the quality of services you are receiving without providing at least 30 days' written notice.

Helpdesk services are available on the following monthly subscription plans:

Inputiv may adjust subscription pricing with at least 60 days' written notice. Price changes take effect at your next renewal date after the notice period.

Project-only engagements, enterprise agreements, and custom service arrangements are priced separately and governed by a Statement of Work or bespoke agreement.

Monthly subscription fees are invoiced in advance on the first business day of each calendar month. Overage charges and project fees are invoiced monthly in arrears.

Where invoices remain unpaid beyond the due date, Inputiv reserves the right to:

All fees are exclusive of applicable taxes, including sales tax, GST, VAT, or equivalent. You are responsible for all applicable taxes in your jurisdiction. If Inputiv is required to collect such taxes, they will be added to your invoice.

If you dispute any invoice, you must notify us in writing within 10 days of the invoice date, stating the reason for the dispute. Undisputed portions of any invoice remain due and payable by the due date.

To enable Inputiv to deliver services effectively, you agree to:

You must not:

Violation of this Acceptable Use Policy may result in immediate suspension or termination of services without refund, at Inputiv's sole discretion.

All intellectual property rights in the TBR platform, our methodologies, processes, tools, documentation, and any materials we create in the course of providing services (except Client Data) vest in and remain the property of Inputiv LLP. These Terms do not grant you any rights in Inputiv's intellectual property beyond the licence to use the TBR platform as described in Section 3.3.

You retain all intellectual property rights in Client Data. By providing Client Data to us, you grant Inputiv a limited, non-exclusive licence to use that data solely for the purpose of delivering the agreed services. We will not use Client Data for any other purpose.

Unless otherwise agreed in a Statement of Work, deliverables produced specifically for you under a project engagement (such as scripts, documentation, or configurations) become your property upon full payment of the associated fees. Any underlying tools, frameworks, or methodologies used in creating those deliverables remain the property of Inputiv.

If you provide suggestions, ideas, or feedback about our services or platform, you grant Inputiv the right to use that feedback freely without any obligation of compensation or attribution.

Each party agrees to:

Confidential Information may be disclosed:

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed by the receiving party without use of Confidential Information; (c) was rightfully received from a third party without restriction; or (d) was already known to the receiving party before disclosure.

Where Inputiv processes personal data on your behalf (for example, processing end-client data during helpdesk delivery or via the TBR platform's M365 integration), Inputiv acts as a data processor and you act as the data controller. A Data Processing Agreement (DPA) is available on request and governs this relationship.

Both parties will maintain appropriate technical and organisational security measures to protect personal data from unauthorised access, disclosure, alteration, or destruction. Inputiv's current security posture is evidenced by our SOC 2 Type 2 certification.

Inputiv will notify you without undue delay (and in any event within 72 hours where feasible) upon becoming aware of a personal data breach involving Client Data.

Inputiv targets the following response times for helpdesk tickets, subject to the specific plan and any SLA agreed in writing:

Inputiv targets 99.5% monthly uptime for the TBR platform, excluding scheduled maintenance windows (which will be communicated at least 24 hours in advance) and events beyond our reasonable control.

While we work hard to meet these targets, they are performance objectives, not guarantees. Failure to meet service level targets does not entitle you to a refund or credit unless a specific, written SLA with remedies has been agreed between the parties.

Except as expressly set out in these Terms, our services and the TBR platform are provided "as is" and "as available" without warranty of any kind. To the fullest extent permitted by law, Inputiv disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In no event will Inputiv be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages — including, without limitation, loss of profits, revenue, data, business, or goodwill — even if Inputiv has been advised of the possibility of such damages.

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by law.

The limitations in this Section 12 apply equally to both parties and reflect a fair allocation of risk between the parties, forming an essential basis of the bargain between them.

You agree to indemnify, defend, and hold harmless Inputiv, its partners, employees, and contractors from and against any claims, damages, losses, penalties, or expenses (including reasonable legal fees) arising from or relating to:

- Inputiv will notify you promptly of any claim subject to this indemnification, and you will have the right to control the defence of any such claim, provided that Inputiv may participate in its defence at its own expense.

Either party may terminate this Agreement immediately on written notice if the other party:

On termination:

Following termination, you may request an export of your Client Data from the TBR platform within 30 days. After that period, we may delete your data in accordance with our retention policy.

This Agreement is governed by and construed in accordance with the laws of the jurisdiction applicable to you:

In the event of a dispute arising from or relating to this Agreement, the parties will first attempt to resolve it through good-faith negotiation for at least 30 days. If the dispute remains unresolved after that period, either party may pursue formal legal remedies.

The parties submit to the exclusive jurisdiction of the courts of the relevant governing jurisdiction for the resolution of any disputes not resolved through negotiation.

These Terms, together with any Statement of Work, order form, Data Processing Agreement, and our Privacy Policy, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior negotiations, representations, or agreements.

No amendment to this Agreement is binding unless made in writing and signed by authorised representatives of both parties. We may update these Terms as described in Section 2.

No failure or delay by either party to enforce any right under this Agreement constitutes a waiver of that right. A waiver must be explicit and in writing to be effective.

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions will continue in full force and effect.

You may not assign or transfer any of your rights or obligations under this Agreement without Inputiv's prior written consent. Inputiv may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, with written notice to you.

Neither party will be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, internet or infrastructure outages, or third-party platform failures. The affected party will notify the other promptly and take reasonable steps to mitigate the impact.

Inputiv is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.