This Master Services Agreement governs business technology services purchased from SwiftyBits LLC, a Florida limited liability company (SwiftyBits), by the business customer identified in an accepted Service Order (Customer). It establishes responsibilities, recurring commitments, payment duties, service exclusions, remedies, and risk allocation. Purchased services and pricing must be identified in an accepted Service Order.
When this agreement applies
This MSA governs a Customer through valid acceptance under Section 1. At renewal, the dated MSA delivered with a timely renewal notice governs the new term through Section 3.8. For a Customer already bound to that renewal-update mechanism, no new signature or purchase order is required, subject to mandatory law. The notice must include the complete revised terms, material changes, and a meaningful opportunity to give nonrenewal notice.
An existing agreement’s requirements still control how this mechanism is first adopted. If the existing agreement requires amendments signed by both parties, that requirement must be satisfied or the parties must validly enter a replacement renewal agreement. Posting a webpage alone does not replace current signed terms or apply revised terms retroactively.
For services covered by an accepted MSA, that MSA and the accepted Service Order govern over inconsistent general website Terms & Conditions, subject to Section 1.4. This agreement is for business engagements. Consumer and public-sector engagements require separate review.
Key commercial terms
Automatic renewal
Default 24-month initial and renewal terms. Give written nonrenewal notice at least 45 calendar days before term end. A timely delivered revised MSA can govern the renewal without a new signature under the previously accepted process in Section 3.8.
Customer conduct and early exit
Documented abusive conduct can be a material Customer breach. Early Customer cancellation or valid Customer-default termination can trigger a net remaining-term settlement, reduced by avoided costs and required credits.
Work outside the plan
Customer- and third-party-caused remediation can be separately billable. Accepted rates, approval limits, emergency authority, and the purchased scope govern additional work.
These highlights are a reading aid. The complete provisions below control, including the warranty exclusions, liability limits, termination conditions, and jury waiver.
1 Formation and contract documents
1.1 Acceptance. Customer accepts this Agreement by signing it, signing a Service Order that identifies this exact version and supplies it before acceptance, or using a recorded electronic acceptance that clearly identifies this version, provides a downloadable copy, and affirmatively states agreement on behalf of Customer. SwiftyBits must also accept the engagement in writing or commence the specifically accepted services. A website posting, receipt of an invoice, silence, or payment of an old invoice does not by itself establish acceptance of this new Agreement.
1.2 Existing customers and renewal adoption. This published MSA applies to an existing engagement only through a valid adoption amendment, a replacement agreement accepted for the next term, or a renewal-update process expressly authorized by the agreement already binding the parties. If that existing agreement requires amendments to be signed by both parties, that requirement must be satisfied unless the parties otherwise validly agree in accordance with law. Once Customer has validly accepted the renewal-update mechanism in Section 3.8, later renewal terms may adopt the timely delivered revised MSA without a new signature, subject to that section and mandatory law. Publishing a new webpage does not itself create that authority. Accrued rights and existing current-term obligations are preserved; adoption does not restart or extend a current commitment unless expressly agreed.
1.3 Service Order. A Service Order is an accepted proposal, statement of work, quote, order, or signed Service Order schedule identifying purchased services, scope, quantities, locations, fees, term, and any service levels. An estimate is not a fixed price unless expressly stated. Marketing material and informal descriptions do not expand scope. Customer purchase-order boilerplate and vendor portals do not amend this Agreement unless SwiftyBits expressly signs an amendment accepting those terms.
1.4 Order of precedence. Mandatory law controls. A signed Business Associate Agreement (BAA) or data processing addendum controls the particular data obligations it expressly governs. A later amendment signed by both parties controls the sections it specifically changes. This Agreement controls general legal terms. A Service Order controls its stated scope, fees, service quantities, service dates, initial and renewal term lengths, and expressly stated service levels; it changes other legal terms only by identifying the affected section and expressly stating the override in a writing signed by both parties. Incorporated policies are subordinate to those documents.
1.5 Policies and amendments. Only policies identified by title and version and supplied before acceptance are incorporated. SwiftyBits may update technical procedures and security standards on 30 days' written notice, or promptly when reasonably necessary to address an imminent threat or mandatory legal requirement. Such operational updates cannot materially reduce purchased services, extend a term, increase fixed fees, change remedies, or alter liability or dispute terms. Midterm changes to those legal or commercial obligations require a signed amendment except a pricing or quantity change expressly authorized by the accepted order. Prospective renewal pricing and revised MSA terms may take effect through Sections 3.4 and 3.8 when that process was validly authorized. If an emergency requirement materially changes cost or scope, the parties must agree a change order or use their existing termination rights.
2 Authority and service administration
2.1 Customer will identify a contract representative, technical approvers, billing contact, and emergency contact in the Service Order schedule. Only the contract representative may amend legal terms, terminate an order, or approve a new commitment. Listed technical approvers may request and approve work within their documented spending authority. Customer is responsible for its personnel and engaged vendors. Customer must promptly revoke obsolete authority in writing; SwiftyBits may require identity verification and callback confirmation for sensitive actions.
2.2 SwiftyBits may use qualified employees and subcontractors subject to confidentiality and applicable data obligations, and remains responsible for their contracted work. Neither party is the other's employee, partner, fiduciary, or general agent. No personal guaranty arises from signing for an entity; any guaranty requires a separate signed instrument.
3 Term renewal and nonrenewal
3.1 Each Service Order has its own service start date and commitment. Unless that order expressly states otherwise, a recurring managed service begins its 24-month initial term on the service start date stated in the order, or, if none is stated, the first day that recurring service is activated with Customer's authorization and documented in a written activation notice. A one-time project does not create a recurring commitment. Calendar months are measured by anniversaries, ending the day before the corresponding anniversary. Monthly installment billing does not make a fixed commitment month to month.
3.2 AUTOMATIC RENEWAL. Each recurring Service Order renews for a term equal to its initial term unless the order states a different renewal length, either party gives nonrenewal notice under Section 3.3, or mandatory law prevents renewal. The default initial and renewal term is 24 months. Customer authorizes these renewals when accepting this Agreement; no renewal signature, new authorization, or new purchase order is needed for a renewal governed by the validly accepted terms. A revised MSA applies to a renewal through Section 3.8. Required statutory notices and consent rights remain applicable. Vendor subscriptions may have separate disclosed commitment dates.
3.3 NONRENEWAL DEADLINE. Either party may prevent renewal by delivering written notice at least 45 calendar days before the current term ends. Notice must identify Customer and the affected order and state an intention not to renew. Notice received by 11:59 p.m. America/New_York on the deadline is timely. Notice takes effect at term end and does not release current-term obligations. If a deadline falls on a weekend or Florida legal holiday, Customer may give notice through the next business day. No special form, explanation, approval, or fee is required to give nonrenewal notice.
3.4 Renewal reminder and pricing. SwiftyBits will send a conspicuous reminder and any proposed renewal pricing at least 90 calendar days before term end, identifying the term end, renewal length, renewal price, nonrenewal deadline, cancellation methods, and the dated MSA proposed for that renewal. If revised legal terms are proposed, the notice must also satisfy Section 3.8. This contractual reminder is required for all Customers. Any additional mandatory notice, delivery method, consent, or timing requirement must also be satisfied; an email reminder alone does not satisfy a law requiring certified mail. A timely disclosed renewal price takes effect on renewal without another signature under this agreed pricing mechanism, to the extent lawful. If pricing notice is late, the prior fixed recurring price continues for that renewal unless Customer expressly accepts the new price.
3.5 If SwiftyBits misses the contractual reminder or a required legal notice, SwiftyBits will not impose a new fixed renewal term based on silence. Subject to mandatory law, an otherwise continuing service continues month to month at the prior recurring price and either party may end it on 30 days' written notice. A new fixed term then requires express written acceptance. Customer remains responsible for separately authorized vendor commitments that were validly disclosed and accepted.
3.6 Midterm changes. Fixed service fees remain fixed during the current term except changes expressly priced in an accepted order, authorized quantity increases, actual usage, taxes, and documented vendor cost increases passed through without additional markup on at least 30 days' notice where feasible. SwiftyBits cannot add a new fixed term merely because a user is added. Additional vendor commitments require disclosure of their duration, cancellation limits, and charges before approval. Service removal, reduced use, relocation, closure, loss of funding, or a change of IT provider does not by itself reduce an agreed minimum commitment.
3.7 This Agreement continues while an order or surviving obligation exists. Either party may terminate the umbrella Agreement on 30 days' written notice when no active order remains. Termination of the umbrella Agreement does not independently cancel any active order. New orders require acceptance; automatic renewal of an existing order is governed above.
3.8 Revised MSA at renewal. By validly accepting this section, Customer agrees that a Service Order may renew under a revised MSA without another signature if SwiftyBits delivers the complete, identifiable dated revised MSA, a clear summary of material changes, and the renewal information required by Section 3.4 at least 90 calendar days before the current term ends and at least 30 calendar days before the applicable nonrenewal deadline, whichever requires earlier delivery. The notice must state that the identified revised MSA will govern the next term if Customer does not timely opt out, explain how to give nonrenewal notice, and allow a meaningful opportunity to do so. For a Customer already bound to this mechanism, failure to timely nonrenew constitutes acceptance of the specifically delivered revised MSA for the renewal term only, to the extent permitted by law. A new signature is required where mandatory law or a controlling signed agreement requires it. A subsequent website change cannot silently replace the version delivered for that renewal. Revised legal terms do not apply midterm or retroactively, and specific order commitments remain controlling under Section 1.4 unless validly amended. If the requirements for revised terms are not met, those revised terms do not take effect through silence; the prior valid terms continue subject to Section 3.5 and any lawful nonrenewal or separately accepted replacement agreement. An earlier agreement's automatic-renewal clause alone is not treated as authorization to replace its MSA.
4 Service boundaries and Customer duties
4.1 Included support. Services cover only the systems, users, locations, service hours, tasks, allowances, and platforms expressly listed in the Service Order. Unlimited remote support means reasonable requests within that defined scope, not unlimited projects, incident reconstruction, after-hours work, on-site dispatches, or support for any system. Included allowances do not roll over unless expressly stated. An order's express promise to include a particular incident service prevails over a general exclusion here.
4.2 Standard hours are 8 a.m. to 4 p.m. America/New_York, Monday through Friday, excluding federal holidays observed in Florida, unless the order specifies otherwise. After-hours support, continuous monitoring with staffed response, on-call coverage, and guaranteed resolution are included only if expressly ordered. Automated monitoring does not mean that a person observes every alert continuously. Service response targets measure initial response during covered hours; resolution depends on the facts, access, vendors, and parts.
4.3 Customer must provide accurate inventories, authorized physical and remote access, working internet and power, safe premises, valid licenses, necessary consents, and timely decisions. Customer will identify critical operations and data, maintain its own continuity and emergency procedures, and promptly report suspected compromise or errors. Delays attributable to Customer or its vendor extend affected schedules reasonably and exclude that delay from service targets; they do not excuse unrelated SwiftyBits obligations.
4.4 Minimum security. Customer must cooperate with supported operating systems, patching, multifactor authentication, least privilege, unique accounts, endpoint protection, encryption where appropriate, backup access, and other reasonable documented security requirements. Customer must not disable management or security tools or give unmanaged administrative access without coordination. Customer must promptly report employee departures and changes in personnel, location, equipment, applications, carriers, and vendors.
4.5 SwiftyBits will document a material unsupported condition, recommended correction, deadline, and foreseeable impact. If Customer declines a reasonable recommendation or blocks access, SwiftyBits may exclude the affected device or activity, require a paid remediation order, or suspend the affected service under Section 7. Customer's risk acceptance does not waive SwiftyBits' nonwaivable duties. An exclusion or additional charge must relate to the condition that caused or materially contributed to the work or loss.
4.6 Changes by others. Customer will coordinate changes to managed infrastructure, DNS, cloud tenants, security rules, routing, devices, backup settings, and business applications. SwiftyBits is not required to reverse an unapproved change without additional authorization and payment where Section 5 applies. The mere presence of another vendor does not excuse SwiftyBits' own contracted work.
4.7 Projects and acceptance. Customer will review a delivered project milestone within 10 business days and describe any material failure against the written acceptance criteria. SwiftyBits will reasonably correct a substantiated failure. Unless an order requires affirmative acceptance, a milestone is accepted upon written acceptance, productive use other than agreed testing, or expiration of the review period without a specific objection after delivery notice. Acceptance does not waive a timely claim for a latent defect, fraud, or a nonwaivable right. Change requests and new requirements are separately priced.
4.8 Customer will maintain commercially appropriate cyber, business interruption, property, and general liability insurance. SwiftyBits is not Customer's insurer and does not guarantee insurance eligibility or coverage. Customer must consult its insurer about incident reporting and consent requirements. Insurance does not expand SwiftyBits' assumed duties or limits.
5 Customer and third party caused work
5.1 Separately billable events. Unless expressly included in the Service Order, reasonable diagnosis, containment, recovery, restoration, reconfiguration, training, vendor coordination, and repeat work are outside the recurring fee to the extent caused or materially increased by: Customer or its personnel's error, misuse, accidental deletion, social engineering, credential disclosure, unauthorized installation or configuration; failure to follow a reasonable documented security requirement; disabled or bypassed protection; unsupported or unlicensed systems; denied access; a change made by another contractor; or the failure or outage of a Customer-selected third-party application, internet, power, carrier, hosting, hardware, or service.
5.2 Additional exclusions. Unless expressly purchased, forensic investigation, ransomware recovery, rebuilds, mass restores, disaster recovery exercises, breach notifications, regulatory or litigation assistance, insurance claim support, malware eradication beyond routine contracted containment, projects, migrations, office moves, new installations, and repair of preexisting defects are separately billable. Routine monitoring or backup management does not itself include unlimited restoration or incident labor.
5.3 Causation and records. SwiftyBits will document the event, the reasonable basis for classifying work as excluded, affected systems, work performed, time, rates, and approvals. If the cause is unknown, SwiftyBits will describe the uncertainty rather than conclusively attribute fault. Reasonable diagnostic work can be separately authorized; if it establishes that the issue was within included scope and not an excluded event, included labor will be credited. Where causes are mixed, additional charges must reasonably reflect the excluded portion. Customer may dispute charges under Section 6.
5.4 Advance authorization. Before nonemergency excluded work, SwiftyBits will provide the applicable rate and a reasonable estimate or spending limit and obtain approval from a person with sufficient authority by signature, email, or recorded ticket approval. A support request alone does not authorize an unknown amount of excluded work. The accepted Service Order or rate schedule may preauthorize a stated category and spending limit. SwiftyBits must obtain further approval before exceeding that limit, except narrowly authorized emergency action below.
5.5 Emergency protective authority. Customer authorizes SwiftyBits, when reasonably necessary to respond to an imminent security, data-loss, or safety threat, to isolate affected systems, disable suspected compromised accounts, revoke sessions, stop a harmful process, preserve relevant logs, and perform minimum protective work. SwiftyBits will attempt to contact an authorized representative and notify Customer promptly of material actions and known operational effects. These actions may interrupt operations. This authority does not permit intentional destruction of Customer data, ransom payment, public notification on Customer's behalf, or unlimited reconstruction.
5.6 Emergency spending. Separately billable emergency labor is limited to the dollar cap and accepted rates in the Service Order schedule. If no dollar cap is completed, the default is up to two labor hours at an already accepted applicable rate, with no new vendor purchase or subscription. If no applicable rate was accepted, this clause authorizes protective access actions but creates no automatic additional fee; further billable work requires approval. SwiftyBits may pause additional work after stabilization or on reaching the cap, when doing so is lawful and reasonably safe. No outcome is guaranteed.
5.7 No billing for correction of SwiftyBits error. Work needed solely to correct SwiftyBits' failure to perform the purchased services with the required care is not an excluded event merely because a customer, vendor, malware, or cloud platform was involved. SwiftyBits' own legal breach-reporting or compliance duties cannot be shifted to Customer as additional incident labor. Third-party responsibility does not remove SwiftyBits' responsibility for its own acts under this Agreement.
6 Fees payment and vendor commitments
6.1 Recurring services are invoiced monthly in advance and variable or approved additional work in arrears unless the Service Order states otherwise. Invoices are due upon receipt unless an accepted order provides a different due date. A monthly installment is part of the fixed commitment. Customer must pay taxes, shipping, and expressly disclosed pass-through charges, excluding taxes on SwiftyBits' net income. SwiftyBits may require stated deposits, prepayment, or a replenishable project retainer before committing resources.
6.2 Rates must be stated in the accepted order, attached rate schedule, or approved quote. Travel, dispatch minimums, increments, after-hours multipliers, waiting time, and cancellation fees are payable only if disclosed and accepted. Rates for newly approved work may be quoted separately. A later website rate card alone does not amend accepted rates or retroactively price prior work.
6.3 Vendor commitments and bundled pricing. Customer is responsible for vendor licenses, subscriptions, leases, hardware, and carrier commitments approved after disclosure of their duration, minimum quantities, renewal and cancellation terms, and charges or their inclusion in a stated recurring bundle. A flat managed-service fee may combine SwiftyBits' labor, availability, administration, and third-party services that SwiftyBits purchases or pays for on Customer's behalf. Monthly bundle billing does not make an annual vendor commitment cancelable monthly. Customer-directed reductions, transfers, or cancellation of SwiftyBits services do not by themselves release a validly accepted vendor commitment. SwiftyBits will reasonably pursue available credits, transfers, or cancellation relief without guaranteeing vendor approval. Any post-termination claim is subject to Sections 8 and 9, documented avoided costs and credits, and no double recovery; a license cost already included in a remaining bundle balance may not be added again. Customer may not be charged for another customer's commitments or for an undisclosed commitment that Customer never validly approved.
6.4 Disputes. Customer must identify a disputed invoice item and its basis within 30 days after receipt, and promptly pay the undisputed portion. Late notice does not waive fraud, latent billing errors, or nonwaivable rights. The parties will review a supported dispute in good faith; SwiftyBits will not suspend solely for a timely disputed amount while Customer cooperates and pays undisputed charges. Customer may not withhold unrelated undisputed fees or use a payment dispute to cancel a term.
6.5 Undisputed late balances bear simple interest at the lesser of 1.5% per month or the maximum lawful rate from the due date; no unlawful compounding or duplicative late fee applies. Returned-payment charges are limited to actual documented costs or a lawful disclosed fee. Reasonable collection expenses and attorneys' fees are recoverable as provided in Section 17 and mandatory law. An invoice does not create a new legal term merely by printing it there.
6.6 Payment authorization. Contractual renewal and payment-method authorization are distinct. Recurring card or ACH transactions require a separate valid authorization collected securely through the payment processor. Customer may revoke a payment method according to applicable law and authorization terms, but revocation does not cancel the contract or debt; Customer must arrange another payment method. SwiftyBits will not store full card or bank credentials in tickets or this Agreement. No surcharge applies unless separately disclosed and lawful under governing law and payment-network rules.
6.7 Purchases. Hardware and special orders may require payment before procurement. Returns, cancellations, restocking, warranty returns, shipping risk, and acceptance are governed by the accepted quote and applicable manufacturer policy supplied or linked before purchase, subject to mandatory law. No return or warranty limitation excuses SwiftyBits' own separate installation obligations. Customer may not make unauthorized deductions from purchases or service fees. Title and risk of loss follow the accepted purchase order; no blanket security interest is created by this Agreement.
6.8 Minimum quantities and reductions. Quantities may increase at approved unit prices. Reducing users, devices, seats, locations, or usage does not reduce an accepted minimum fee or vendor minimum during the current commitment. SwiftyBits must identify those minimums in the order. Customer's bankruptcy or insolvency is handled only as permitted by applicable law, including any automatic stay and limits on insolvency-triggered clauses.
7 Customer conduct and protective suspension
7.1 Professional conduct is a material Customer duty. Customer must ensure that its owners, officers, staff, and representatives do not threaten violence, stalk, sexually harass, use discriminatory abuse, engage in intimidation, repeatedly direct personal insults or profanity at SwiftyBits personnel after a written warning, or deliberately obstruct safe and lawful service. Ordinary disagreement, criticism, a good-faith complaint, a truthful review, or a legitimate billing dispute is not by itself a breach.
7.2 SwiftyBits may end an unsafe interaction immediately, require a different Customer contact, limit contact to a designated written channel, move work to remote service, or decline entry to an unsafe site. When reasonably possible, SwiftyBits will continue unaffected services and offer a practical path to resume affected work. Customer must cooperate in replacing an abusive contact and preventing recurrence.
7.3 For curable conduct, SwiftyBits will send a written notice identifying the conduct and corrective action and allow five business days to cure. Substantially similar misconduct recurring within 12 months after a written cure warning is a material breach and may support termination without a further cure period if the recurrence and prior warning are documented. Credible violence threats, assault, stalking, severe unlawful harassment, or another material breach that objectively cannot be cured may support immediate suspension or termination. A label of rude or difficult, without substantiated conduct meeting this section, is not enough to trigger default remedies.
7.4 Suspension for nonpayment. If an undisputed amount is more than 10 calendar days overdue, SwiftyBits may suspend affected services after at least five business days' written notice identifying the balance, cure deadline, and affected services. SwiftyBits may require payment and reasonable prepayment before restoration, subject to Section 6.4. Suspension does not by itself terminate an order or immediately accelerate all future fees.
7.5 Other suspension. SwiftyBits may suspend the reasonably affected portion immediately where necessary to prevent imminent harm, unlawful activity, compromise of other customers, serious security risk, or exposure of personnel to unsafe conditions. For other material access or cooperation failures, SwiftyBits will give written notice and a reasonable opportunity to cure, normally five business days. SwiftyBits will explain the basis and resumption conditions as soon as reasonably practicable. A lawful suspension reasonably tailored to Customer's breach is not itself SwiftyBits' default.
7.6 Charges during suspension. Contracted recurring charges continue during a Customer-caused suspension only to the extent SwiftyBits maintains the committed availability or incurs the associated costs. SwiftyBits will credit costs actually avoided and will not both bill suspended periods and recover the same amounts as termination loss. Charges do not continue indefinitely for services SwiftyBits has ceased making available without associated commitments. A suspension caused solely by SwiftyBits' breach does not create a Customer default or an early-exit charge.
7.7 Safety and regulated access. No suspension authorizes wiping Customer systems, withholding Customer-owned credentials or data solely to collect a debt, obstructing a legally required transfer, or disregarding a BAA or mandatory privacy duty. If a particular service cannot safely continue, SwiftyBits will give practicable notice and cooperate in a lawful handoff. Data export, retention, and transition are governed by Sections 10 and 11.
8 Termination rights and consequences
8.1 Customer convenience cancellation. Customer may terminate an affected Service Order early on 30 calendar days' written notice, subject to the settlement in Section 9. Revoking access, moving to another provider, rejecting further contracted service, or directing SwiftyBits to stop may constitute an early cancellation if confirmed by Customer or established after SwiftyBits gives written notice and a reasonable chance to clarify. A temporary outage or an ordinary support disagreement alone does not establish abandonment.
8.2 Customer default. SwiftyBits may terminate an affected order for a material Customer breach not cured within 15 calendar days after written notice describing the breach and required cure. The specific conduct notice and cure rules in Section 7.3 control misconduct. The nonpayment suspension procedure in Section 7 does not eliminate the 15-day termination cure period, although a notice may start both periods concurrently. Immediate termination is permitted for an objectively incurable material breach where lawful. SwiftyBits must identify the actual default; a convenience termination cannot be relabeled to impose default charges.
8.3 SwiftyBits default. Customer may terminate the affected order if SwiftyBits materially breaches and fails to cure within 30 calendar days after a sufficiently detailed written notice. If a curable breach cannot reasonably be cured within 30 days, SwiftyBits has up to 30 additional days if it promptly starts correction, diligently pursues it, and the delay does not create an unreasonable safety or security risk. Customer may terminate an objectively incurable material breach immediately where lawful. Any shorter mandatory or BAA termination right controls.
8.4 SwiftyBits convenience termination. SwiftyBits may terminate an order for convenience on 30 calendar days' written notice. Customer owes services properly provided through the termination date and approved noncancelable vendor commitments only to the extent they remain usable by, transferable to, or otherwise provide continuing value for Customer. Customer does not owe SwiftyBits' future service margin or a remaining-term service balance solely because SwiftyBits chose convenience termination. SwiftyBits will credit unused prepaid service fees and reasonably assist with transition under Section 10.
8.5 Effect. On termination, future service performance ends except accepted transition work and surviving obligations. Customer must pay accrued undisputed charges, approved purchases, and, only where triggered, Section 9 settlement amounts. SwiftyBits will reconcile unused prepayments, deposits, vendor credits, and returned property without double recovery. Fees billed through the effective termination date cannot also be counted as post-termination loss. Customer is responsible for choosing and authorizing its replacement provider and continuity arrangements.
8.6 Partial termination and removal of bundled components. Only the affected order or component ends unless a documented dependency makes continued delivery of the identified bundle impracticable or unsafe. A Customer-directed transfer, port-out, or removal of management or billing authority can constitute a request to end the affected component only under Section 13.13 and the accepted order. A transfer inquiry, exercise of a lawful portability right, or a registrar change that leaves the purchased service supportable is not automatically a breach or cancellation of every service. Bundle repricing requires an accepted order provision or change order. A valid early Customer cancellation may trigger Section 9 only for the affected existing commitment. SwiftyBits may use its Section 8.4 convenience right where applicable, but that choice alone does not create Customer-default damages or reset any term.
8.7 Force majeure. Neither party is responsible for delay caused by an event beyond its reasonable control, to the extent reasonable prevention and mitigation would not have avoided it. A cyberattack is not automatically excused if a party's failure to perform its security duties materially caused the loss. Payment for service already delivered and approved vendor commitments remains due. If substantially all affected services remain unavailable for 30 consecutive days from such an event, either party may terminate the affected portion without a future service-margin charge; unused prepayments will be credited.
9 Remaining term settlement and mitigation
9.1 Trigger. This section applies only to Customer's early convenience cancellation under Section 8.1 or a valid termination by SwiftyBits for Customer's material default under Section 8.2, including qualifying misconduct. It does not apply to timely nonrenewal, Customer's valid termination for SwiftyBits' uncured material breach, SwiftyBits' convenience termination, or another express no-charge termination right.
9.2 Net remaining balance. Customer is responsible for SwiftyBits' proven direct net loss from the unexpired portion of the affected commitment. The starting amount is the unpaid fixed recurring fees and accepted minimum quantities that would have been payable from the effective termination date to the existing term end, at contracted rates, excluding hypothetical future renewal terms, unapproved purchases, speculative usage, and unearned taxes. Approved noncancelable vendor liabilities outside that starting amount may be added only once and only to the extent actually payable after reasonable efforts to cancel, transfer, or recover them.
9.3 Mandatory reductions. The starting amount must be reduced by all costs SwiftyBits actually avoids or reasonably should avoid because performance ends, applicable vendor credits and refunds, amounts recovered for the same loss, Customer deposits and unused prepayments applied to that loss, and mitigation required by law. Reasonably avoidable delivery costs include cancelable licenses, hosting, travel, supplies, and labor or subcontract costs actually saved. Losses claimed as future margin must account for the cost to deliver the remaining services. Fixed overhead is not presumed saved merely because a customer departs. Accelerated amounts must be reduced to present value where required by law.
9.4 No double recovery or penalty. This section measures actual compensatory loss; it is not a liquidated damages provision, penalty, automatic forfeiture, or alternative election between fixed damages and greater actual damages. SwiftyBits may not collect full future gross fees while retaining the benefit of avoided performance costs. No new 24-month term is included merely because an early exit occurred near renewal. A claim for an unrelated, independently recoverable loss cannot duplicate this recovery. The legally recoverable amount may be less than all remaining installments, even when Customer materially defaults.
9.5 Statement and payment. SwiftyBits will provide an itemized settlement identifying the affected order, termination basis, term end, remaining fee calculation, vendor commitments, credits, avoided costs, and supporting records reasonably sufficient to evaluate the amount. A properly supported undisputed settlement is due 30 calendar days after receipt. Customer may dispute it under Section 6.4. SwiftyBits will issue a supplemental credit if a later vendor refund or recovery reduces a loss already collected. No payment-card or ACH acceleration is authorized unless covered by a separate lawful payment authorization.
9.6 Accrued amounts and discounts. Amounts already earned remain separately due. An onboarding subsidy or hardware discount is repayable only if the accepted order states its actual amount and a reasonable unamortized schedule, and only to the extent not already compensated in the remaining balance. An unsupported standard exit fee is not added. SwiftyBits' right to recover actual damages remains subject to proof, causation, applicable limitations, and its duty to mitigate; this Agreement cannot predetermine a court's enforceability decision.
9.7 Illustration only. If 12 months remain at $1,000 per month, the starting service balance is $12,000. If ending service avoids $3,000 in delivery costs and generates a $500 vendor refund not already counted in those avoided costs, the service-loss claim is $8,500 before any other required credits or present-value adjustment. A $1,200 vendor charge already included in the $12,000 cannot be added again. Actual settlement depends on the approved order and evidence, not this illustration.
10 Transition data return and retention
10.1 Customer owns its business data, customer-controlled domains, and customer-owned accounts and credentials. Subject to verification of authority and applicable law, SwiftyBits will supply reasonably available Customer administrative credentials, existing Customer documentation, and a standard export of Customer data within its control. SwiftyBits will not condition release of Customer-owned data or credentials solely on payment of a disputed bill. That does not require transfer of SwiftyBits' internal tools, multi-customer credentials, or another customer's information.
10.2 Customer should request its transition plan before service ends. Unless an accepted order provides otherwise, SwiftyBits will include one secure delivery of existing Customer-owned credentials, an available standard export, and existing Customer-specific documentation without a separate exit fee. Additional migration labor, conversion, rebuilding, expedited assistance, vendor coordination, and training require accepted rates or an approved transition quote and may require prepayment. Returning Customer data and credentials is distinct from assigning a subscription, vendor account, wholesale contract, reseller status, or payment arrangement. SwiftyBits is not required to transfer a vendor service that the vendor prohibits transferring, or to assign its own master reseller account, shared tools, or distributor relationship. SwiftyBits will reasonably cooperate with a lawful Customer-account transfer or port-out where required by law or the accepted order. It does not guarantee vendor approval, timing, export format, or continuation of SwiftyBits' wholesale pricing.
10.3 Customer must establish and pay for replacement services and maintain destination access before the documented cutoff in Sections 13.9 and 13.10. SwiftyBits will reasonably coordinate removal of its management agents and delegated access after handoff and comply with required data access, transfer, and portability duties. Vendor subscriptions, billing liability, and licenses transfer only through the applicable vendor process and required approvals; they do not transfer automatically when the managed-service relationship ends. No right to remote access remains after authorization ends except narrowly necessary agreed deprovisioning, preservation, or legally required action. Continuing vendor liability is reconciled under Sections 6.3 and 9.
10.4 Customer data retained solely for service delivery will normally remain available for retrieval for 30 calendar days after termination, where technically and legally feasible, unless the order, BAA, mandatory retention duty, or an earlier written Customer instruction requires another period. SwiftyBits will give a written retrieval deadline and at least 10 days' advance deletion notice. Vendor-hosted data follows disclosed vendor retention and account rules; SwiftyBits will identify known shorter limits in the order or termination notice and use reasonable efforts to facilitate timely export.
10.5 After the applicable retrieval period and deletion notice, SwiftyBits may securely delete remaining service copies as permitted by law and the BAA. Deletion from rotating backups may occur through ordinary retention cycles; isolated retained copies remain protected and are not used for ordinary service. Legal holds and legally required records take priority. SwiftyBits may retain minimum billing, contract, security, and dispute records for legitimate purposes, subject to confidentiality and applicable retention limits. Deletion does not establish that a previously requested backup or export was completed; SwiftyBits will report any known export failure.
10.6 Transition extensions and vendor cutoff. Customer must promptly identify its receiving provider and complete required account, billing, identity, domain, and porting authorizations. Customer's failure to arrange a replacement does not require SwiftyBits to fund or provide service indefinitely. Any requested temporary extension requires written agreement on scope, rates, vendor costs, end date, and any new minimum commitment before that commitment is incurred. SwiftyBits may decline discretionary extensions subject to law, the accepted order, and existing vendor duties. A required notice or lawful data/number/domain transfer may not be obstructed solely to collect a disputed debt. Customer's responsibility to fund replacements does not excuse SwiftyBits' own breach or require Customer to pay for a transfer duty already included in the order.
11 Confidentiality and data protection
11.1 Each party will use the other's nonpublic business, security, personal, and technical information only to perform or enforce the engagement and will protect it using reasonable safeguards and at least reasonable care. Access is limited to persons with a need to know and appropriate confidentiality duties. Exclusions cover information demonstrably public without breach, already lawfully known, independently developed, or lawfully received without restriction. Compelled disclosure requires advance notice where lawful and reasonable limitation of disclosure.
11.2 Confidentiality survives for five years after termination and, for trade secrets, protected personal information, credentials, and regulated data, for as long as protected by law or retained. Each party must securely return or delete information when reasonably requested, subject to lawful retention. No confidentiality clause prevents lawful reporting to a regulator, cooperation with law enforcement, legal advice, or exercise of nonwaivable rights.
12 Security backup and regulated information
12.1 No absolute guarantee. Cybersecurity, filtering, monitoring, patching, and backups reduce risk but do not guarantee prevention of every intrusion, phishing event, vulnerability, outage, corruption, or data loss. SwiftyBits must nevertheless perform the security and backup tasks it actually accepted with commercially reasonable care. A disclaimer does not turn a purchased control or restore test into an optional service.
12.2 The Service Order must identify covered data and systems, backup method, retention, frequency, restore testing, and any agreed recovery objectives. Unless explicitly purchased, SwiftyBits does not back up every personal device, SaaS application, removable drive, database, or local folder. Synchronization, recycle bins, version history, snapshots, and replication are not necessarily independent backups. Customer must identify essential data and report changes in storage location and criticality. Recovery time and recovery point figures are objectives unless expressly guaranteed in the order.
12.3 Incident handling. Customer must promptly report suspected compromise, preserve relevant evidence, and avoid actions that materially impair investigation. SwiftyBits will notify Customer without undue delay after discovering a confirmed or reasonably suspected material compromise affecting Customer data or managed services within SwiftyBits' control and provide reasonably available information and cooperation. Any shorter statutory or BAA deadline controls; no investigation-completion requirement postpones a legally required notice. Responsibility for regulatory or individual notification follows applicable law and the BAA. SwiftyBits will not admit liability or notify third parties in Customer's name without authority, except as legally required.
12.4 Regulated data and HIPAA. Customer must identify PHI, payment-card data, financial data, special-category personal information, and other regulated workloads before placing them in managed services. A compliant BAA must be executed before SwiftyBits performs services requiring business associate status, and appropriate subcontractor BAAs must be in place where required. Whether SwiftyBits is a business associate depends on its actual functions, not a disclaimer or the absence of a signed BAA. Neither party can waive a duty imposed directly on it by law. An existing lawful BAA remains effective according to its terms.
12.5 Customer remains responsible for its own business and professional decisions, required notices and consents, workforce policies, access decisions, data classification, retention choices, and compliance obligations. SwiftyBits does not provide legal advice, medical services, certification, audit opinions, or guaranteed regulatory compliance unless a separate order expressly defines a permitted consulting deliverable. Those limits do not eliminate SwiftyBits' own security, privacy, breach-response, or business associate obligations.
12.6 Security access. Customer authorizes the reasonably necessary remote tools, logs, monitoring agents, and access described in its order for service delivery. SwiftyBits will apply least-privilege access, reasonable credential safeguards, and access revocation procedures. Customer must obtain necessary employee and end-user notices and consents. No clause permits unrelated surveillance, unrestricted data reuse, or recording contrary to law. Customer confidential or regulated data may not be used to train a public AI model without separate express written authorization and appropriate safeguards.
12.7 Risk and incident costs. Customer bears the business risk associated with its own decisions and the attributable consequences of rejected controls. Separately billable incident labor follows Section 5; statutory duties and responsibilities remain where the law places them. No party must pay a ransom, circumvent sanctions, conceal an incident, or follow an unlawful instruction. SwiftyBits may require qualified outside incident counsel or forensic assistance through a separately approved engagement.
13 Ownership vendors and specialized services
13.1 SwiftyBits retains its preexisting tools, scripts, templates, methods, configurations of general applicability, know-how, brands, and improvements, excluding Customer data. On full payment, Customer receives a perpetual, nonexclusive license to use paid Customer-specific deliverables internally for their intended business purpose, subject to incorporated third-party licenses. An order may expressly assign a specified custom deliverable. Customer does not acquire SwiftyBits' reusable platform or another customer's material. No implied license permits resale of SwiftyBits tools or unauthorized access to management systems.
13.2 Third-party platforms and reseller status. SwiftyBits may recommend, resell, bundle, configure, administer, or purchase third-party products for service delivery. The identified vendor's disclosed license, service, support, renewal, and cancellation terms apply to that product; the applicable Customer order must identify material vendor commitments and any required end-user acceptance. An MSA cannot enlarge SwiftyBits' actual rights under its reseller or distributor agreement or waive Customer's mandatory vendor rights. SwiftyBits does not control vendor outages, discontinuance, functionality, pricing, or carrier delivery and cannot guarantee outcomes outside its control. It remains responsible for its own accepted configuration, administration, and reasonable vendor coordination duties. This MSA alone does not impose a vendor's charges directly on Customer without a valid underlying order or authorization.
13.3 Substitutions. SwiftyBits may replace an internal delivery tool with one providing materially equivalent functionality and appropriate security safeguards without reducing ordered services. A substitution requiring materially different Customer license terms, data processing locations contrary to an agreed restriction, cost, or compliance obligations requires notice and any legally or contractually required consent. Material scope changes follow a change order.
13.4 Telephony and messaging. If ordered, voice, SMS, MMS, number porting, and emergency calling depend on carriers, internet, power, devices, registration, and accurate addresses. Customer must maintain accurate dispatchable locations and alternative emergency contact methods. Customer is responsible for lawful messaging consent, campaign content, opt-outs, calling practices, and call-recording authorization; SwiftyBits is responsible for any duties imposed directly on it. No guarantee of SMS approval, throughput, delivery, number portability, or uninterrupted E911 is made. Specific required emergency-service disclosures and consents must accompany the telephony order.
13.5 Cameras and physical security. Installation and IT support of cameras or access systems do not constitute staffed surveillance, alarm monitoring, emergency dispatch, or a guarantee against crime or injury unless separately and lawfully contracted. Customer controls lawful placement, signage, recording consent, employee and patient privacy, access permissions, and retention requirements. Customer must not direct unlawful recording. SwiftyBits may refuse an unlawful installation and will not perform licensed electrical, alarm, structural, or other regulated work without required qualifications and approvals.
13.6 Websites and applications. Basic hosting or maintenance does not include new development, redesign, content creation, accessibility certification, legal notices, SEO results, or unlimited integration work unless ordered. Customer warrants rights to its supplied content and directs approved publication. SwiftyBits will not guarantee search ranking, third-party platform compatibility, or uninterrupted availability. Domains registered for Customer should identify Customer as beneficial registrant and follow Section 10 on handoff.
13.7 Instructions and fraud prevention. Neither party will rely solely on an unverified email to redirect payment, transfer domain ownership, disable security, or grant privileged access. SwiftyBits may delay a high-risk instruction while verifying it through a previously established channel. Customer remains responsible for authorizing persons with real authority and promptly reporting compromised accounts; SwiftyBits remains responsible for reasonable verification within its accepted process.
13.8 Flat-fee bundles and limited vendor entitlements. The recurring bundle buys the defined services for the applicable service period. Even where SwiftyBits pays Microsoft, RingCentral, a domain registrar, hosting provider, security platform, backup vendor, or another supplier, Customer does not thereby acquire SwiftyBits' reseller account, distributor agreement, internal licenses, master billing account, vendor credit terms, or perpetual funding. Customer-owned data, registered-name-holder rights, lawful telephone-number portability, customer-owned accounts, and any expressly purchased transferable rights remain Customer's. The Service Order must distinguish Customer-dedicated subscriptions from SwiftyBits-owned shared delivery tools and identify services that require replacement rather than transfer when the bundle ends.
13.9 End of bundled provisioning and vendor payments. On a valid expiration, nonrenewal, termination, or agreed removal of an affected service, SwiftyBits may stop supplying, administering, renewing, or funding the associated third-party component as of the documented effective cutoff, subject to the accepted order, vendor commitments, applicable law, required notices, and Sections 7, 8, 10, and 13.10. Customer must obtain any desired continuation directly from the vendor or another provider, enter its own agreements, satisfy vendor requirements, and pay its own fees going forward. SwiftyBits may choose not to continue its reseller or payment relationship after that cutoff; it need not preserve discounts, supply its own account, advance Customer's future vendor bills, or offer an equivalent replacement at the bundle price. This right does not authorize withholding a service still owed during an active paid order or disregarding a vendor obligation that remains legally binding on SwiftyBits. Such commitments must instead be transferred, allowed to expire, canceled when permitted, or otherwise lawfully resolved, with Customer allocation governed by Sections 6.3 and 9.
13.10 Cutoff notice and replacement responsibility. Unless Customer knowingly requests an earlier lawful cutoff or an applicable immediate suspension or termination right controls, SwiftyBits will give at least 30 calendar days' written notice of a planned cutoff of bundled access or vendor funding; a termination notice may also serve this purpose. The notice must identify the affected service, cutoff, reasonably known data or functionality risks, known export/retention deadlines, and the actions Customer must take. Customer must arrange replacement licenses, hosting, DNS, telephony, backups, security controls, and billing as needed before that date. An uncompleted migration does not automatically extend service or require continued SwiftyBits funding; any mandatory transition, BAA, retention, transfer, or portability duty remains applicable. SwiftyBits will not deliberately destroy Customer data or cancel a service early merely to frustrate a timely lawful transfer. Consequences attributable to Customer's failure to act after proper notice are Customer's responsibility, without excusing SwiftyBits' own breach.
13.11 Microsoft subscriptions. Microsoft cloud services supplied through SwiftyBits or its distributor are subject to the actual Microsoft customer, licensing, commerce, and reseller terms applicable to that order. Partner access, a tenant, purchased licenses, and the underlying subscription are separate interests. Stopping SwiftyBits' administration or changing the reseller does not necessarily cancel a fixed Microsoft commitment. Where cancellation is restricted, SwiftyBits may turn off future renewal, use an authorized subscription transfer, or take another vendor-permitted action consistent with its accepted duties; suspension is not represented as cancellation or relief from billing. Customer must procure and assign replacement licenses or arrange an approved transfer before applicable access ends, and must preserve its data before the vendor's actual retention deadline. SwiftyBits does not guarantee that a replacement purchase releases an existing commitment. Accepted remaining commitments and transfer credits are reconciled without duplicate recovery under Sections 6.3 and 9.
13.12 Telephony subscriptions and number porting. For RingCentral and other voice or messaging components, Customer must arrange a receiving account or carrier, authorized number port, direct billing, accurate emergency-service information, messaging registration, and any replacement devices or integrations. A port-out is separate from cancellation of an account or remaining commitment; SwiftyBits will follow the vendor's actual cancellation and portability process. SwiftyBits will reasonably cooperate with a timely authorized lawful port and will not intentionally disconnect the affected number merely to frustrate that port. Where continuing service is required to complete the port, the parties must promptly coordinate a lawful cutoff or written funded extension; no indefinite free extension is created. Vendor or carrier delays, unsuccessful registration, lost integrations, and price differences are not guaranteed against, but SwiftyBits remains responsible for its own contracted acts and legally required cooperation. Service cancellation may end calls, messaging, voicemail, recording access, and emergency-calling functionality as described in the cutoff notice.
13.13 Customer-directed transfers and bundle dependencies. A request to transfer a domain, port a number, move licenses, change billing, or remove SwiftyBits' administration must identify the affected service and requested date. Before treating it as cancellation, SwiftyBits will explain the affected scope, dependencies, replacement duties, and any existing-term financial consequences and obtain Customer's written direction to proceed; a mandatory transfer right cannot be conditioned on accepting new charges or waiving legal rights. If Customer then directs removal of a component or authority that is necessary to deliver that component, the direction constitutes Customer-requested partial cancellation of that component under Section 8.1, effective on the agreed transfer date. If an integral dependency expressly identified in the accepted order makes the remaining bundle impossible or unsafe to provide, SwiftyBits will identify that dependency and allow 15 calendar days to restore it or agree a revised scope before treating Customer's confirmed removal as an early exit from the affected order. A registrar-only move that preserves required access and supportability, a transfer inquiry, or loss of an unrelated service does not automatically terminate every order. Any qualifying early-exit settlement follows Section 9, with credits and no duplicate vendor recovery; a SwiftyBits convenience termination alone remains governed by Section 8.4.
13.14 Domains DNS hosting and interruption risk. Domain registration, DNS hosting, website hosting, email, certificates, security filtering, and backup services are separate functions even if sold for one fee. A registrar or reseller-account transfer may end a bundled DNS or ancillary service under the applicable provider terms, but it does not necessarily interrupt hosting if the required services and records remain in place. Customer must arrange compatible replacement DNS, DNSSEC settings, nameservers, records, hosting, email, certificates, and renewal billing before the relevant cutoff and preserve required records and data. SwiftyBits will identify reasonably known dependencies and facilitate lawful release of Customer's domain and transfer information; registrar locks, identity verification, transfer codes, and timing follow applicable registrar and ICANN rules. A generic unpaid-service dispute is not authority to deny a transfer where governing rules do not permit denial. SwiftyBits may discontinue its own managed DNS, hosting, or renewal funding only under the valid order, cutoff, and transition rules above, and may not claim ownership of a Customer domain merely because it paid the registration bill. No uninterrupted transfer outcome is guaranteed, and any Customer-directed early removal of a contracted component follows Section 13.13 rather than automatically canceling unrelated services.
14 Warranties and limitations of liability
14.1 Limited service warranty. SwiftyBits will perform the purchased services professionally and with commercially reasonable care. Customer must report a material service deficiency reasonably promptly with sufficient details to investigate. SwiftyBits will reasonably reperform substantiated deficient work without an additional service charge. If reperforming cannot reasonably cure the deficiency, Customer may seek its direct damages subject to this Agreement and exercise valid termination rights. Manufacturer and vendor warranties, if any, are passed through to the extent transferable.
14.2 WARRANTY DISCLAIMER. EXCEPT FOR EXPRESS WRITTEN WARRANTIES IN THIS AGREEMENT OR AN ACCEPTED ORDER, SERVICES AND DELIVERABLES ARE PROVIDED AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWIFTYBITS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND DOES NOT WARRANT ERROR-FREE OR UNINTERRUPTED OPERATION, ABSOLUTE SECURITY, OR ANY PARTICULAR BUSINESS RESULT. NO DISCLAIMER ELIMINATES AN EXPRESS DUTY OR A NONWAIVABLE LEGAL WARRANTY.
14.3 EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWIFTYBITS AND ITS PERSONNEL ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR LOSS OF DATA OR USE, EVEN IF ADVISED OF THE POSSIBILITY. REASONABLE DIRECT COSTS OF RESTORING CUSTOMER DATA CAUSED BY A PROVEN BREACH OF AN EXPRESS BACKUP OR DATA-PROTECTION DUTY ARE TREATED AS DIRECT DAMAGES SUBJECT TO THE CAP BELOW. NO PARTY MAY CHARACTERIZE A SPECULATIVE INDIRECT LOSS AS A DIRECT FEE TO EVADE THIS SECTION.
14.4 AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMBINED LIABILITY OF SWIFTYBITS AND ITS PERSONNEL ARISING OUT OF THIS AGREEMENT, ALL SERVICE ORDERS, AND RELATED SERVICES WILL NOT EXCEED THE SERVICE FEES PAID OR PAYABLE FOR SERVICES ACTUALLY PROVIDED UNDER THE AFFECTED ORDER OR ORDERS DURING THE SIX MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM. IF THE ENGAGEMENT IS YOUNGER THAN SIX MONTHS, THE CAP IS THE FEES FOR SERVICES PROVIDED SINCE ITS START. TAXES, HARDWARE COSTS, AND PURE VENDOR PASS-THROUGH AMOUNTS ARE EXCLUDED. RELATED EVENTS ARE ONE CLAIM; CHANGING LEGAL THEORIES OR ADDING CLAIMANTS DOES NOT MULTIPLY THE CAP.
14.5 Application and exceptions. The exclusions and cap apply to contract, ordinary negligence, other tort, statutory, indemnity, confidentiality, security, and data-related claims to the extent lawfully limitable. THEY DO NOT LIMIT LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, DEATH OR PERSONAL INJURY TO THE EXTENT NOT LAWFULLY LIMITABLE, OR ANY LIABILITY THAT MANDATORY LAW PROHIBITS LIMITING. They do not bind regulators or waive duties under a BAA or applicable privacy law. A signed BAA may expressly establish a different interparty monetary allocation for PHI; otherwise this cap applies only to the extent legally permitted. Customer's earned payment duties and compensatory settlement obligations are not claims against SwiftyBits and are not subject to this cap.
14.6 Commercial allocation. Fees reflect the defined scope and risk allocation. Customer may request a separately priced enhanced service level or higher liability limit before acceptance; none applies unless signed by SwiftyBits. The limits apply even if a limited remedy fails its essential purpose, to the extent permitted by law. Nothing releases liability merely by using the words no guarantee.
15 Customer indemnity
15.1 Customer indemnity. Customer will defend SwiftyBits and its personnel against a third-party claim, and indemnify them for covered judgments, approved settlements, and reasonable defense costs, to the extent caused by Customer's unlawful content, infringement in Customer-supplied materials, unlawful recording or messaging instructions, unauthorized disclosure, or material misuse of services in breach of this Agreement. This does not cover SwiftyBits' own negligence, breach, unlawful conduct, or acts for which indemnity is prohibited. SwiftyBits will promptly notify Customer, reasonably cooperate at Customer's cost, and allow defense by competent counsel reasonably acceptable to SwiftyBits. Customer may not settle by admitting SwiftyBits' fault, imposing nonmonetary obligations, or failing to fully release SwiftyBits without written consent. SwiftyBits may participate with its own counsel at its own cost except a material conflict or failure to defend justifies reasonable separate defense costs.
16 Dispute resolution
16.1 Governing law and venue. Florida law governs, excluding conflict rules, subject to mandatory protections that cannot be waived. Subject to subject-matter jurisdiction, exclusive venue is the Florida state court in the county of SwiftyBits' principal business address recorded on acceptance, or the federal district court serving that county. That address and county must be identified in the Service Order schedule before acceptance. The parties consent to personal jurisdiction there. This clause does not override mandatory venue or public-sector restrictions.
16.2 Dispute process. A party must first send a written dispute notice with sufficient details and requested relief. Representatives will attempt resolution for 15 calendar days after receipt. If unresolved, the parties will attempt mediation in the agreed venue or remotely within the next 30 calendar days, sharing the mediator's fees equally unless agreed otherwise. A party may proceed if the other refuses to participate or mediation is not completed within that period. Emergency protective relief, preservation of a limitation period, and collection of undisputed overdue amounts may proceed without waiting. No mediation provision prevents timely statutory or regulatory action.
16.3 JURY WAIVER. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY FOR A DISPUTE ARISING FROM THIS AGREEMENT OR ITS SERVICES. EACH HAS THE OPPORTUNITY TO CONSULT COUNSEL. THIS WAIVER DOES NOT CREATE ARBITRATION OR PREVENT ACCESS TO A COURT.
17 Notices and general provisions
17.1 Costs and fees. The substantially prevailing party in an action to enforce this Agreement may recover reasonable attorneys' fees and costs, including permitted appellate and enforcement fees, as awarded by the court and subject to applicable statutory reciprocity and other mandatory limits. SwiftyBits may recover reasonable lawful collection costs for undisputed earned charges; no duplicate recovery applies.
17.2 Notices. Formal notices must go to the legal notice email or physical address in the accepted Service Order or adoption amendment or a subsequently designated address. Email is received when it reaches the designated system in readable form without a delivery failure; a reliable delivery record or reply can establish receipt. A sender aware of failure must use another designated method. Personal delivery or tracked mail is received on documented delivery. Mandatory notice methods and deadlines override these defaults. Where law requires same-method cancellation, Customer may cancel by that method without additional obstacles. Each party must update its contacts. SwiftyBits should acknowledge termination notices within two business days, but an acknowledgment is not a condition of valid notice.
17.3 General terms. This Agreement, accepted orders, identified policies, and signed addenda are the entire agreement on their subject. Amendments follow Section 1.5. Waivers must be explicit and do not waive a later breach. If a provision is unenforceable, the remaining provisions survive; a court may narrow a term only where law permits and will not be asked to rewrite a penalty automatically. Neither party may assign without the other's reasonable consent, except SwiftyBits may assign to a qualified successor in a merger or sale of substantially all relevant assets that assumes the obligations and complies with applicable data duties. No third-party beneficiary is created except personnel expressly protected by Sections 14 and 15. Payment, settlement, ownership, confidentiality, lawful data duties, risk allocation, dispute, and other provisions intended by nature to survive do survive. Counterparts and attributable electronic signatures are permitted. Each party has had an opportunity for legal review; no clause claims universal enforceability.
Service Order and acceptance requirements
Customer-specific commercial details are completed in a separately accepted Service Order schedule. This public page does not create an order, fill in prices, grant payment authorization, or constitute a signature.
- Customer legal name, business address, authorized signer, legal notice details, contract representative, technical approvers and spending limits, billing contact, and emergency contact.
- Order identifier; included services, users, devices, locations, tenants, and websites; exclusions; start date; current term end; initial and renewal terms; recurring minimum fee and quantities; additional unit prices and vendor commitments.
- Support hours, service targets, backup coverage, frequency, retention and restore testing, applicable regulated-data duties, signed BAA or data addendum, incorporated policy titles and versions, and any express MSA section overrides.
- Accepted remote, onsite, travel, dispatch, and after-hours rates and billing increments; approved emergency spending cap; any supported onboarding subsidy and amortization; SwiftyBits principal business address and Florida venue county at acceptance.
- Both parties’ acceptance records. For existing engagements, adoption or renewal acceptance must satisfy Section 1.2 and any controlling signature requirement before Section 3.8 can be used. Blank or undisclosed commercial fields do not authorize additional fees.
Default commitment: unless the Service Order expressly states otherwise, an ordered recurring managed service has a 24-month initial term and 24-month automatic renewal terms, with written nonrenewal notice at least 45 calendar days before term end, subject to Section 3 and mandatory law.
Agreement questions and formal notices
For formal notices under an accepted agreement, use the legal notice details identified in your signed agreement, accepted Service Order, or adoption amendment. Under this version, SwiftyBits’ designated legal notice email is vincent.caprigno@swiftybits.com. Support requests may be sent to helpdesk@swiftybits.com. Notice methods required by law remain available.
Questions about obtaining a Service Order or adoption amendment may be directed to info@swiftybits.com or (813) 982-3811.