Terms & Conditions

TERMS AND CONDITIONS OF SERVICE

Effective Date: 6 January 2025

1. DEFINITIONS

For the purposes of this Agreement:

• • Service Provider refers to M-Holding, a Managed Service Provider (MSP).

• • Client refers to any individual, company, or entity subscribing to Services.

• • Services refers to all managed services offered, including but not limited to Microsoft cloud services, licensing, backup solutions, and technical support.

• • Agreement refers to these Terms and Conditions.

• • Arrears refers to any outstanding payment not settled by the due date.

• • Annual Commitment refers to a fixed 12-month service agreement.

• • Month-to-Month refers to services billed monthly without long-term commitment.

2. ACCEPTANCE AND LEGAL EFFECT

By subscribing to, accessing, or using the Services, the Client:

• • Confirms that they have read, understood, and agree to be bound by this Agreement.

• • Acknowledges that this Agreement constitutes a legally binding contract.

• • Agrees that electronic acceptance, continued use of Services, or payment constitutes valid acceptance.

3. APPLICATION AND TRANSITION OF PRIOR AGREEMENTS

3.1 These Terms apply to:

• • All new Clients from the effective date and Existing Clients upon renewal of their agreements

3.2 Continued use of Services after renewal constitutes acceptance of these Terms.

4. SERVICE STRUCTURE

4.1 Annual Commitment Services

4.1.1 Term

Services are provided for a fixed 12-month period.

4.1.2 Billing Options

• • Monthly recurring billing; or

• • Once-off annual prepayment

4.1.3 Automatic Renewal

Services shall automatically renew for successive 12-month terms unless:

• • The Client provides written notice of cancellation or modification at least 30 days prior to the renewal date.

4.1.4 Binding Commitment

The Client acknowledges that an annual commitment:

• • Is non-cancellable during the term, except as otherwise provided herein

• • Constitutes a financial obligation for the full duration

4.1.5 Early Termination

In the event of early termination:

• • The Client shall be immediately liable for:

• • 100% of all remaining monthly fees for the unexpired term

• • The Service Provider reserves the right to:

• • Apply additional administrative or termination charges

4.2 Month-to-Month Services

4.2.1 Resolution Period

Prior to any cancellation:

• • A 14 (fourteen) day remediation period shall apply

• • Both parties agree to engage in good faith to resolve any service-related issues

4.2.2 Notice Period

If resolution is unsuccessful:

• • Either party may terminate with 30 (thirty) days written notice

5. BILLING AND PAYMENT TERMS

5.1 Invoicing

Invoices are issued on the 20th (twentieth) of each calendar month

5.2 Payment Due Date

All invoices are payable on or before the 7th (seventh) of the following month

5.3 Non-Payment

Failure to make payment by the due date will result in:

• • Accounts become in arrears

• • Services may be suspended with notice

• • Access to systems may be restricted

5.4 Reactivation of Suspended Accounts

• • A reactivation fee equal to 5% of the total outstanding balance shall be applied

• • Services will only be restored once full payment is received, including fees

5.5 Arrears Conditions

While the account is in arrears:

• • No new service requests will be processed

• • No upgrades, changes, or provisioning will occur

• • Technical support will be limited and non-priority

6. SERVICE SUSPENSION RIGHTS

The Service Provider reserves the right to suspend or restrict Services immediately in the event of:

• • Non-payment

• • Breach of this Agreement

Such suspension shall not relieve the Client of payment obligations.

7. DATA PROTECTION AND POPIA COMPLIANCE

7.1 Regulatory Compliance

The Service Provider shall process personal information in accordance with:

• • The Protection of Personal Information Act (POPIA), Act No. 4 of 2013

7.2 Data Processing Principles

The Service Provider undertakes to:

• • Process data lawfully and transparently

• • Use data strictly for:

• • Service delivery

• • Support and administration

• • Billing and compliance

7.3 Security Safeguards

Appropriate technical and organisational measures shall be implemented to:

• • Prevent unauthorised access

• • Protect against data loss, misuse, or disclosure

7.4 Client Responsibility

The Client:

• • Retains ownership and control of all data

• • Warrants lawful collection and processing of data

• • Is responsible for ensuring compliance within their environment

8. SERVICE LEVEL AGREEMENT (SLA)

8.1 Uptime Objective

The Service Provider targets 99.5% service availability, excluding:

• • Scheduled maintenance

• • Microsoft or third-party outages

• • Internet or infrastructure failures outside control

• • Force majeure events

8.2 Support Response Targets

• • Critical: Complete service outage — ≤ 2 hours

• • High: Major disruption — ≤ 4 hours

• • Medium: Partial degradation — ≤ 8 hours

• • Low: General queries — ≤ 24 hours

8.3 SLA Exclusions

SLA commitments do not apply where:

• • Accounts are in arrears

• • Services are suspended

• • Issues originate from third-party platforms

9. BACKUP AND DATA PROTECTION

9.1. Managed Scope:

The Service Provider is responsible for the configuration, monitoring, and daily execution of agreed-upon backup routines.

9.2. Proactive Verification:

The Service Provider shall perform automated backup integrity checks and conduct quarterly restore tests on critical systems to ensure data consistency. A summary report of these tests shall be provided to the Client.

9.3. Shared Responsibility:

While the Service Provider employs industry-standard security and multi-layered redundancy (e.g., 3-2-1 strategy), the Client acknowledges that backup success is contingent upon the stability of the underlying environment and third-party platforms.

9.4. The Client acknowledges that:

• • Backup success may be impacted by factors outside the Service Provider’s control (including third-party failures, data corruption, or system changes)

• • Data retention policies and storage limits may affect recovery capability

9.5. The Service Provider will:

• • Monitor backup jobs

• • Investigate and remediate failures within reasonable timeframes

9.6. Restore Services: 

• Standard restoration of individual files or systems resulting from day-to-day operations is included in the Monthly Service Fee. Large-scale disaster recovery efforts or special projects outside of standard scope shall be subject to a separate statement of work or hourly rates

9.7 The Client retains ultimate responsibility for:

• • Data verification where required

• • Defining business continuity requirements (including RPO/RTO expectations)

10. MICROSOFT NEW COMMERCE EXPERIENCE (NCE)

The Service Provider acts as a reseller of Microsoft services.

Client Responsibilities:

• • Selecting appropriate licensing

• • Ensuring compliance with Microsoft terms

NCE licenses are:

• • Fixed term

• • Non-cancellable

The Client assumes full financial responsibility for all provisioned licenses.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by law, the Service Provider shall not be liable for:

• • Indirect or consequential damages

• • Loss of business, revenue, or data

• • Third-party service failures

11.1 Liability Cap

Total liability shall be limited to:

• • The total fees paid by the Client in the preceding 3 (three) months

12. ACCEPTABLE USE

The Client agrees not to:

• • Use Services for unlawful purposes

• • Engage in spam, abuse, or security breaches

• • Violate third-party terms (including Microsoft)

13. AMENDMENTS

• The Service Provider may amend these Terms from time to time.
• Updated Terms will be published on the website, and continued use constitutes acceptance.

14. GOVERNING LAW

• Republic of South Africa

15. DISPUTE RESOLUTION

• Parties shall first attempt to resolve disputes through good faith negotiation.
• If unresolved within 14 days, the dispute may be referred to mediation.
• Legal proceedings may follow thereafter.

16. CONTACT INFORMATION

M-Holding
Info@m-holding.co.za
010 157 402