Please read these Terms of Service carefully before using the services or website of IronGate MSP. By engaging our services or accessing irongatemsp.com, you confirm that you have read, understood, and agreed to be bound by these terms in full.
1. Agreement to Terms
These Terms of Service constitute a legally binding agreement between you (“Client,” “you,” or “your”) and IronGate MSP (“IronGate MSP,” “we,” “us,” or “our”), a managed IT services provider based in Orlando, Florida.
By signing a Service Agreement, submitting a service request, or using any services provided by IronGate MSP, you confirm your acceptance of these terms. If you do not agree, you may not use our services.
These terms apply to all services provided by IronGate MSP, including:
- Managed IT Support Services
- Managed Cybersecurity Services
- Backup and Disaster Recovery Services
- Cloud and Microsoft 365 Support
- VoIP Phone Systems
- Help Desk Support Services
- Network and Wi-Fi Solutions
- Security Camera Installation Services
2. Services
2.1 Scope of Services
IronGate MSP provides technology services as described in the applicable Service Agreement or Statement of Work agreed between the parties. Specific services, deliverables, response times, and coverage hours are set forth in your individual Service Agreement.
2.2 Service Availability
IronGate MSP will use commercially reasonable efforts to provide services as described. Certain services may be subject to scheduled maintenance windows during which services may be temporarily unavailable. We will provide advance notice of planned maintenance where possible.
2.3 Third-Party Services
Some services involve third-party platforms, software, or vendors, including Microsoft 365, cloud service providers, and hardware manufacturers. IronGate MSP is not responsible for the availability, performance, or terms of third-party services. Outages, changes, or failures attributable to third-party providers are outside of IronGate MSP’s control.
2.4 Client Responsibilities
To enable effective service delivery, you agree to:
- Provide IronGate MSP with accurate and complete information about your technology environment
- Cooperate with our team during service delivery and respond to requests in a timely manner
- Maintain valid licenses for all software and services used in your environment
- Designate an authorized point of contact for service requests and communications
- Notify IronGate MSP promptly of any known or suspected security incidents
3. Payment Terms
3.1 Fees
Service fees are set forth in your applicable Service Agreement. Fees are due and payable as specified in that agreement.
3.2 Invoicing
IronGate MSP will issue invoices on the schedule specified in your Service Agreement. All invoices are payable within 30 days of the invoice date unless otherwise agreed in writing.
3.3 Late Payments
Invoices not paid within 30 days of the due date may be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum amount permitted by applicable law, whichever is less. IronGate MSP reserves the right to suspend services for accounts with significantly past-due balances after providing written notice.
3.4 Disputed Invoices
If you dispute any portion of an invoice, you must notify IronGate MSP in writing within 15 days of the invoice date, specifying the amounts disputed and the reason for the dispute. Undisputed portions of any invoice remain due and payable by the original due date.
3.5 Taxes
You are responsible for all applicable sales, use, and other taxes assessed by any governmental authority on services provided by IronGate MSP, excluding taxes based on IronGate MSP’s net income.
4. Confidentiality
4.1 Mutual Confidentiality
Each party agrees to hold the other party’s confidential information in strict confidence and not to disclose such information to any third party without prior written consent, except as required by law or as necessary to perform obligations under these terms.
4.2 Client Data
IronGate MSP will maintain the confidentiality of your business data, systems information, and network configurations accessed during service delivery. All IronGate MSP team members are bound by confidentiality obligations.
4.3 Exclusions
Confidentiality obligations do not apply to information that:
- Is or becomes publicly available through no fault of the receiving party
- Was already known to the receiving party prior to disclosure
- Is independently developed without use of the disclosing party’s confidential information
- Is required to be disclosed by law, regulation, or valid court order
5. Data and Privacy
5.1 Data Handling
In the course of providing services, IronGate MSP may access your business data, files, and systems. We will access your data only to the extent necessary to perform the services agreed upon and will not use your data for any other purpose.
5.2 Data Backup
Certain service packages include backup and disaster recovery services. IronGate MSP strongly recommends that all clients maintain independent backup copies of all critical business data regardless of the services contracted. IronGate MSP is not liable for data loss that occurs outside the scope of a contracted and active backup service.
5.3 Important Notice Regarding Microsoft 365
Microsoft 365 subscriptions do not include automatic backup of your business data, emails, SharePoint files, or OneDrive content. If your service agreement includes Microsoft 365 management, a dedicated backup solution must be contracted separately to protect against accidental deletion, ransomware, or data loss events.
5.4 Privacy Policy
The collection and use of personal information through our website is governed by our Privacy Policy, available at irongatemsp.com/privacy-policy.
6. Acceptable Use
You agree not to use IronGate MSP services for any unlawful purpose or in any manner that violates applicable local, state, national, or international laws. Prohibited activities include but are not limited to:
- Unauthorized access to or interference with any computer system, network, or data
- Distribution, installation, or propagation of malware, viruses, ransomware, or other harmful software
- Activities that infringe on the intellectual property rights of any third party
- Sending unsolicited commercial email (spam) in violation of applicable law
- Any activity that interferes with the integrity, performance, or availability of any network or system
- Use of services to harass, harm, or threaten any individual or organization
IronGate MSP reserves the right to immediately suspend services without prior notice if we determine that services are being used in violation of this acceptable use policy.
7. Intellectual Property
7.1 Client Property
All data, files, and intellectual property provided by you to IronGate MSP for the purpose of service delivery remain your property at all times. IronGate MSP will not claim any ownership rights over your content or data.
7.2 IronGate MSP Property
All tools, methodologies, processes, software, scripts, documentation, and systems developed or used by IronGate MSP in delivering services remain the exclusive property of IronGate MSP unless otherwise expressly agreed in writing. Nothing in these Terms of Service transfers any intellectual property rights of IronGate MSP to you.
7.3 Website Content
All content on irongatemsp.com, including text, graphics, logos, images, and service descriptions, is the property of IronGate MSP and is protected by applicable copyright and trademark laws. You may not reproduce, distribute, or use our content without express written permission.
8. Limitation of Liability
8.1 No Consequential Damages
To the maximum extent permitted by applicable law, IronGate MSP shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, loss of business opportunity, or business interruption, even if IronGate MSP has been advised of the possibility of such damages.
8.2 Cap on Direct Damages
IronGate MSP’s total cumulative liability to you for any claims arising under or related to these Terms of Service or any Service Agreement shall not exceed the total fees paid by you to IronGate MSP in the three calendar months immediately preceding the event giving rise to the claim.
8.3 Essential Basis of Agreement
You acknowledge that the limitations on liability set forth in this section reflect a reasonable allocation of risk and are an essential element of the basis of the agreement between the parties. IronGate MSP would not have entered into any service agreement without these limitations.
9. Warranties and Disclaimers
9.1 Service Warranty
IronGate MSP warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If services do not meet this standard, you must notify IronGate MSP in writing within 30 days of the deficient service. Your sole and exclusive remedy is to allow IronGate MSP a reasonable opportunity to correct the deficiency at no additional charge.
9.2 Disclaimer of Implied Warranties
Except as expressly set forth in these Terms of Service or your applicable Service Agreement, IronGate MSP provides all services on an “as is” and “as available” basis. IronGate MSP makes no representations or warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
9.3 No Guarantee of Complete Security
While IronGate MSP takes reasonable and industry-standard measures to support the security of your technology environment, no security solution can guarantee complete protection against all threats, vulnerabilities, or cyberattacks. IronGate MSP does not warrant that your systems will be entirely free from security incidents, data breaches, or unauthorized access.
10. Term and Termination
10.1 Term
These Terms of Service remain in effect for the duration of any active Service Agreement between you and IronGate MSP and for any period thereafter during which either party retains obligations hereunder.
10.2 Termination for Cause
Either party may terminate a Service Agreement for cause if the other party materially breaches any provision of the agreement and fails to cure such breach within 30 days of receiving written notice that specifically identifies the nature of the breach.
10.3 Termination for Non-Payment
IronGate MSP may suspend or terminate services if an outstanding balance remains unpaid for more than 30 days after written notice of the past-due amount has been delivered to the Client.
10.4 Effect of Termination
Upon termination for any reason, you will pay all outstanding fees for services rendered through the effective termination date. IronGate MSP will cooperate in good faith with the transition of services to a successor technology provider, subject to payment of any outstanding balances.
11. Governing Law and Dispute Resolution
11.1 Governing Law
These Terms of Service and any disputes arising from or related to them shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
11.2 Jurisdiction and Venue
Any legal action or proceeding arising under or related to these Terms of Service shall be brought exclusively in the state or federal courts located in Orange County, Florida. Both parties consent to the personal and exclusive jurisdiction of such courts.
11.3 Good Faith Negotiation
Before initiating any formal legal action, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days following written notice describing the nature of the dispute in reasonable detail.
12. General Provisions
12.1 Entire Agreement
These Terms of Service, together with any applicable Service Agreement or Statement of Work, constitute the entire agreement between you and IronGate MSP with respect to the services and supersede all prior discussions, representations, understandings, and agreements between the parties.
12.2 Modifications to These Terms
IronGate MSP reserves the right to modify these Terms of Service at any time. Updated terms will be posted at irongatemsp.com/terms-of-service with a revised effective date. Continued use of services following notice of updated terms constitutes your acceptance of the revised terms. If you do not agree to revised terms, you must notify IronGate MSP in writing before the effective date of the changes.
12.3 Severability
If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
12.4 Waiver
Failure by either party to enforce any right or provision of these Terms of Service on any occasion shall not constitute a waiver of that right or provision, and shall not prevent that party from enforcing such right or provision on any future occasion.
12.5 Force Majeure
Neither party shall be liable for delays or failures in performance resulting from causes beyond that party’s reasonable control, including natural disasters, pandemics, power failures, acts of government, internet or telecommunications outages, or other events that constitute force majeure.
12.6 Assignment
You may not assign, transfer, or delegate any of your rights or obligations under these Terms of Service without the prior written consent of IronGate MSP. IronGate MSP may assign its rights and obligations without restriction, including in connection with a merger, acquisition, or sale of assets.
12.7 Independent Contractors
The relationship between you and IronGate MSP is that of independent contractors. Nothing in these Terms of Service creates any partnership, joint venture, employment, franchise, or agency relationship between the parties.
13. Contact Us
If you have any questions about these Terms of Service, or if you need to contact IronGate MSP regarding any matter covered by these terms, please reach us using the information below.
IronGate MSP
Orlando, Florida
Phone: (407) 554-9441
Email: info@irongatemsp.com
Website: irongatemsp.com