Managed Services
Terms & Conditions
Effective Date: July 2025
1. AGREEMENT OVERVIEW
These Managed Services Terms & Conditions (“Agreement”), together with any related proposal, quote, invoice, onboarding documentation, support agreement, service order, statement of work (“SOW”), service level agreement (“SLA”), or supplemental policy incorporated herein by reference, constitute the entire agreement between Enclave Management Solutions (“Enclave,” “Provider,” “we,” “our,” or “us”) and the client entity accepting these terms (“Client,” “you,” or “your”).
This Agreement governs all managed IT services, operational support services, consulting services, remote support services, Microsoft 365 administration, onboarding services, governance services, cybersecurity assistance, and related technology services provided by Enclave.
Acceptance of this Agreement occurs upon any of the following:
By accepting this Agreement, Client represents that it has authority to bind the organization entering into this Agreement.
This Agreement governs all managed IT services, operational support services, consulting services, remote support services, Microsoft 365 administration, onboarding services, governance services, cybersecurity assistance, and related technology services provided by Enclave.
Acceptance of this Agreement occurs upon any of the following:
- Electronic acceptance of services
- Signature of a proposal or agreement
- Payment of an invoice
- Use of Enclave services
- Submission of onboarding or support forms
- Acceptance of a quote through Stripe or any electronic billing platform
By accepting this Agreement, Client represents that it has authority to bind the organization entering into this Agreement.
2. SERVICES
2.1 Scope of Services
Enclave will provide managed IT and operational technology services as outlined in the applicable proposal, quote, SLA, or SOW.
Services may include:
Services may include:
- Microsoft 365 administration
- Helpdesk and ticketing support
- Remote support and troubleshooting
- Security oversight and best-practice guidance
- OneDrive and SharePoint management
- User onboarding/offboarding
- Governance and access management
- Vendor coordination
- Monitoring and maintenance
- Strategic technology advisory services
2.2 Service Changes
Changes to the scope of services may result in additional fees and must be mutually agreed upon in writing or electronically.
Unless otherwise agreed in writing, response times, escalation procedures, availability windows, and service-level commitments are provided on a commercially reasonable efforts basis.
Unless otherwise agreed in writing, response times, escalation procedures, availability windows, and service-level commitments are provided on a commercially reasonable efforts basis.
2.3 Support Platforms
Enclave may utilize third-party operational, support, security, monitoring, communication, cloud, and remote-access platforms in connection with service delivery, including but not limited to Microsoft 365, SharePoint, OneDrive, Zendesk, Splashtop, and related infrastructure or support systems.
3. TERM AND TERMINATION
3.1 Term
This Agreement begins on the Effective Date and continues on a month-to-month basis unless otherwise specified in writing.
3.2 Cancellation
Either Party may terminate services with thirty (30) days written notice.
3.3 Immediate Suspension
Enclave reserves the right to suspend services immediately for:
Users may not use Enclave services, support systems, onboarding portals, communication systems, or operational platforms for unlawful, abusive, fraudulent, malicious, or disruptive activity.
Enclave reserves the right to temporarily suspend access, isolate systems, revoke credentials, or take reasonable protective measures in response to suspected security threats, unauthorized access, or operational risks.
- Non-payment
- Security concerns
- Unauthorized access activity
- Abuse of support services
- Violation of this Agreement
Users may not use Enclave services, support systems, onboarding portals, communication systems, or operational platforms for unlawful, abusive, fraudulent, malicious, or disruptive activity.
Enclave reserves the right to temporarily suspend access, isolate systems, revoke credentials, or take reasonable protective measures in response to suspected security threats, unauthorized access, or operational risks.
3.4 Effect of Termination
Upon termination:
- Client remains responsible for all unpaid fees
- Access to support systems may be revoked
- Enclave may remove administrative access from systems and tenants
- Transition assistance may incur additional charges
4. FEES AND PAYMENT
4.1 Fees
Client agrees to pay all recurring and non-recurring fees outlined in the applicable proposal, invoice, quote, or subscription.
4.2 Billing
Recurring services are billed in advance on a monthly basis unless otherwise agreed.
4.3 Late Payments
Late balances may incur:
- Service suspension
- Administrative fees
- Collection activity
- Interest charges up to the maximum rate permitted by law
4.4 Pricing Changes
Enclave may modify pricing with thirty (30) days prior written notice.
5. CLIENT RESPONSIBILITIES
Client agrees to:
- Maintain lawful use of all systems and services
- Provide timely access to systems, users, and information necessary for support
- Maintain appropriate licensing for software and cloud services unless explicitly managed by Enclave
- Follow reasonable security recommendations
- Designate authorized personnel for approvals and escalation decisions
6. GOVERNANCE & ACCESS CONTROL
Enclave may require documented authorization prior to:
Client acknowledges that Enclave may implement governance procedures, onboarding approvals, and access authorization workflows designed to improve operational security and accountability.
Enclave may rely upon instructions, approvals, access requests, or authorizations reasonably believed to originate from designated client representatives or authorized personnel.
Enclave Management Solutions emphasizes operational governance, accountability, access control, and security-conscious service delivery designed to support growing organizations and executive leadership teams.
- Provisioning user accounts
- Granting access to shared drives or SharePoint resources
- Assigning administrative privileges
- Enabling access to sensitive systems or data
Client acknowledges that Enclave may implement governance procedures, onboarding approvals, and access authorization workflows designed to improve operational security and accountability.
Enclave may rely upon instructions, approvals, access requests, or authorizations reasonably believed to originate from designated client representatives or authorized personnel.
Enclave Management Solutions emphasizes operational governance, accountability, access control, and security-conscious service delivery designed to support growing organizations and executive leadership teams.
7. REMOTE SUPPORT AUTHORIZATION
Client authorizes Enclave to provide remote support services using approved remote-access tools.
All remote support sessions:
Enclave does not maintain unattended remote access unless explicitly authorized in writing.
All remote support sessions:
- Must be initiated or approved by Client personnel
- Are limited to authorized support purposes
- May be logged for quality and security purposes
Enclave does not maintain unattended remote access unless explicitly authorized in writing.
8. SECURITY & DATA RESPONSIBILITY
Enclave will use commercially reasonable efforts to assist in maintaining secure systems and operational best practices.
However, Client acknowledges:
Unless otherwise contracted in writing:
Security concerns, vulnerability disclosures, or suspected unauthorized activity may be reported to: [email protected]
However, Client acknowledges:
- No system or environment can be guaranteed fully secure
- Cybersecurity incidents may still occur
- Enclave does not guarantee prevention of all breaches, malware, phishing attacks, ransomware events, or data loss incidents
Unless otherwise contracted in writing:
- Client remains responsible for backup validation
- Client remains responsible for regulatory compliance
- Client remains responsible for internal security policies and user conduct
Security concerns, vulnerability disclosures, or suspected unauthorized activity may be reported to: [email protected]
9. CONFIDENTIALITY
Both Parties agree to maintain the confidentiality of non-public information disclosed during the course of services.
Confidential information shall not be disclosed to third parties except:
Confidential information shall not be disclosed to third parties except:
- As required by law
- As necessary to provide services
- With prior authorization
10. DISCLAIMER OF WARRANTIES
Services are provided on an “as-is” and “commercially reasonable efforts” basis.
Enclave does not warrant:
Enclave does not warrant:
- Uninterrupted service availability
- Error-free operation
- Complete prevention of cybersecurity incidents
- Compatibility with unsupported third-party systems
11. LIMITATION OF LIABILITY
To the fullest extent permitted by law:
- Enclave shall not be liable for indirect, incidental, special, punitive, or consequential damages
- Total liability arising from services shall not exceed the total fees paid by Client to Enclave during the six (6) months preceding the event giving rise to the claim
12. THIRD-PARTY SERVICES
Client acknowledges that Enclave may rely upon third-party vendors, cloud providers, licensors, and platforms.
Enclave is not responsible for outages, failures, or security incidents caused by third-party providers.
Enclave is not responsible for outages, failures, or security incidents caused by third-party providers.
13. INTELLECTUAL PROPERTY
All Enclave materials, workflows, templates, processes, branding, documentation, and support systems remain the intellectual property of Enclave unless otherwise agreed in writing.
14. FORCE MAJEURE
Neither Party shall be liable for delays or failures caused by events beyond reasonable control, including:
- Internet outages
- Cloud provider failures
- Cybersecurity incidents
- Natural disasters
- Government actions
- Labor disruptions
15. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Virginia unless otherwise specified in writing.
16. DISPUTE RESOLUTION
The Parties agree to attempt good-faith resolution of disputes prior to litigation.
Any unresolved dispute shall be subject to binding arbitration or venue within Chesapeake, Virginia unless otherwise agreed.
Any unresolved dispute shall be subject to binding arbitration or venue within Chesapeake, Virginia unless otherwise agreed.
17. MODIFICATIONS
Enclave may update these Terms & Conditions periodically. Continued use of services after such updates constitutes acceptance of the revised terms.
18. CONTACT INFORMATION
19. COMMUNICATIONS
By providing a phone number to Enclave, Client consents to receive operational SMS communications related to:
Client consents to receive operational, administrative, security, onboarding, support, billing, and service-related communications electronically.
- Support updates
- Appointment scheduling
- Security notifications
- Service alerts
- Billing reminders
Client consents to receive operational, administrative, security, onboarding, support, billing, and service-related communications electronically.