Last updated: 17 May 2025

These General Terms and Conditions form the basis of the agreement between IRIS 365 (“we”, “us”) and the Client. By engaging our services, the Client agrees to the terms outlined below.

 

1. Confidentiality

During the term of this Agreement, and thereafter in perpetuity, neither party shall, without the prior written consent of the other, disclose to anyone any Confidential Information of the other. “Confidential Information” includes proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawings, specifications, models, software, source codes, and object codes. It does not include information that is made publicly available or rightfully received from a third party.

2. Non-Solicitation

Both Client and IRIS 365 agree not to solicit for hire or engage each other’s employees or contractors, directly or indirectly, during the term of this agreement and for 12 months following termination.

3. Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond reasonable control, including but not limited to acts of God, natural disasters, pandemics, governmental acts, or labor disputes. Each party shall use reasonable efforts to minimise the duration and consequences of such events.

4. Service Review Due to Force Majeure

If client work is substantially impacted due to a Force Majeure event, IRIS 365 will evaluate whether a change to services or managed service fees is necessary. This is due to ongoing operational expenses for software, support, and staffing.

5. Limitations of Liability

IRIS 365 shall not be liable for damages arising from:

1. Client’s failure to comply with the agreement
2. Misuse of services
3. Delay in providing information
4. Failure to report issues
5. Client-side errors or third-party interference
6. Ignoring IRIS 365’s technical recommendations
7. Unauthorised modifications to IT systems
8. Faulty client hardware or media
9. Client software issues or update conflicts
10. Third-party SaaS interruptions
11. Cybersecurity incidents due to unheeded advice

6. Warranty Disclaimer

IRIS 365 disclaims all implied warranties. We are not liable for actions of unaffiliated contractors. Equipment sold by IRIS 365 is subject to manufacturer warranties only.

7. Remote Access to Home/Alternative Networks

IRIS 365 will make best efforts to support home/alternative networks but is not responsible for connectivity or security in such environments. Work on non-business networks may incur additional hourly charges.

8. Technician Safety During Force Majeure

Technicians will not be required to perform on-site work during events that may compromise health or safety.

9. Amendments

IRIS 365 may propose changes to this Agreement with 30 days’ written notice. If the Client does not object within this period, changes take effect. If there is no agreement on changes, the original terms remain in place.

10. Failure to Pay

Failure to pay by the first of the month may result in service suspension after 5 business days’ notice.

11. Taxes

All applicable taxes will be added to invoices unless a valid exemption certificate is provided.

12. Interest and Collections

Unpaid amounts after 15 days may incur 12% annual interest. Clients are liable for collection costs and legal fees.

13. Assignment

This Agreement may be assigned by IRIS 365. Assignees will be bound by the same terms.

14. Termination

1. By Client
   After 12 months, Client may terminate by:
• Giving 3 months’ written notice; or
• Paying up to 3 months’ service fees, depending on notice period; and
• Paying all outstanding and due fees.
  
  
2. By IRIS 365
3. IRIS 365 may terminate for default with 10 business days’ notice or give 3 months’ notice without cause.
   
   
4. Non-Enforcement Not a Waiver
   Failure to enforce payment terms does not waive IRIS 365’s rights.
   
   
5. Backups Upon Termination
   Client is responsible for transferring and securing their own backups within 60 days of termination.
   
   
6. Product Subscriptions
   Client remains liable for full payment of any ongoing product subscriptions or commitments post-termination.
   
   
7. Transition Assistance
   Client must designate a new provider to manage services. Transfer support will be billed at hourly rates.
   
   
8. Optional Transition Period
   Upon request and advance payment, IRIS 365 may support a 60-day transition post-termination.

15. Dispute Resolution

Mediation is required before legal action. Failing this, disputes will be settled in the Cayman Islands.

16. Governing Law

This Agreement is governed by the laws of the Cayman Islands. Jurisdiction shall be exclusive to the Cayman Islands.

17. No Third-Party Rights

This Agreement creates no rights for any third party.

18. Software Installation and Modification

Only IRIS 365 (or their authorised support partners) may install or modify software on Client systems. Unauthorised changes may void the Agreement and incur hourly charges.

19. System Administration

Only IRIS 365 is authorised to make administrative or technical changes to systems under this Agreement.

20. Contact Us

If you have any questions or concerns about this Privacy Policy or our data practices, please contact us at:

IRIS 365 Consulting Limited
215 Woodstock Road, Bodden Town
Grand Cayman, Cayman Islands

Email: hello@iris365.cloud
Phone: +1 (345) 640-4750