Service Agreement
Introduction
This Service Agreement (the “Agreement”) sets forth the terms and conditions under which Cloudigan IT Solutions LLC (“Cloudigan”) will provide managed IT services (“Services”) to the Client identified in an Order Form. Submission of payment and acceptance of this Agreement via electronic confirmation constitutes a binding agreement and serves as the Client’s Order Form.
Scope of Services
• Services are provided as described in the selected Service Package (Essentials, Complete, Secure+).
• Add-ons, projects, or out-of-scope work are billed separately at Cloudigan’s then-current rates unless otherwise agreed.
Exclusions
• Hardware procurement, repair, or replacement.
• Data recovery beyond backup verification and restore testing.
• Unsupported or legacy operating systems or applications.
• Personal/BYOD devices not enrolled as managed endpoints.
• Third-party vendor/ISP outages outside Cloudigan’s control.
• Guarantees against all breaches/ransomware (Client responsible for insurance).
• Compliance certification (Cloudigan provides tools/reports but is not a certifier).
• Large-scale migrations, development, or integrations (separate SOW).
Service Levels (SLA)
• Essentials: Best effort, no SLA guarantee.
• Complete: 4-hour response time for covered devices/services.
• Secure+: 2-hour response time for covered devices/services.
• Resolution times are not guaranteed.
Client Responsibilities
• Provide necessary administrative credentials for service delivery.
• Maintain supported hardware and operating systems.
• Maintain business/cyber liability insurance.
• Ensure timely cooperation with Cloudigan staff.
Fees & Billing
• Clients may choose Monthly or Annual billing for any active Service Package.
• Monthly Billing: Fees are invoiced and due monthly in advance.
• Annual Billing (Upfront): Clients who select annual billing and pay in full upfront receive a discounted rate as outlined on the Order Form. Services remain active for the full 12-month term regardless of early cancellation.
• Annual Billing (Monthly Installments): Clients may elect to pay annual commitments in monthly installments; however, early termination does not relieve the Client of the remaining balance of the annual commitment.
• Onboarding fees are due upon signing and are non-refundable.
• All prepaid and annual payments are non-refundable.
• Late payments may result in service suspension after ten (10) days’ notice.
• Cloudigan reserves the right to adjust pricing upon renewal with thirty (30) days’ notice
Term & Termination
• Month-to-month renews monthly unless 30 days’ written notice is given.
• Annual/multi-year renews unless 60 days’ written notice is given before renewal.
• Annual/multi-year early termination: all remaining committed fees immediately due.
• Prepaid fees are non-refundable.
• Cloudigan may suspend/terminate for non-payment, breach, or unlawful/risky use.
• Offboarding assistance is provided reasonably; extended work billed separately.
• Price-lock applies during committed/prepaid terms, except for taxes/regulatory/vendor pass-through increases.
Liability Limitations
• Cloudigan’s direct liability capped at 3 months of fees preceding a claim.
• Not liable for indirect, incidental, or consequential damages.
Confidentiality & Data
• Cloudigan will maintain confidentiality of Client data and apply reasonable safeguards.
• Client is responsible for its own regulatory compliance obligations.
Governing Law
• This Agreement is governed by Ohio law.
• Disputes shall be resolved in Summit County, Ohio.
Schedule A – Service Packages
Essentials: Inclusions listed in marketing materials. Carve-outs: no SLA, no restore testing, no full M365 tenant management.
Complete: Inclusions as listed. Carve-outs: 4-hour SLA, unlimited support only for managed devices, restore testing is sample-based.
Secure+: Inclusions as listed. Carve-outs: 2-hour SLA for covered systems, compliance tools are support only (not certification), vulnerability scans are point-in-time.
Schedule B – Add-Ons & Incentives
Add-ons such as block hours, penetration testing, migration support, security training, and other services are available at current rates.
Incentives (e.g., annual prepay bonus, referral program) are promotional and subject to change.
Last updated: September 15, 2025