Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website at thiagomclaren.com (the "Site") and any enterprise IT services provided by Thiago McLaren IT Solutions ("we," "our," or "us"). By accessing the Site or entering into a service engagement with us, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation, and references to "you" in these Terms refer to that organisation.

We reserve the right to update these Terms at any time. Continued use of our Site or services after changes are posted constitutes acceptance of the revised Terms. For material changes affecting active service engagements, we will provide at least 30 days' written notice.

Thiago McLaren IT Solutions provides enterprise managed IT services including, but not limited to, network infrastructure management, cybersecurity operations, cloud solutions, IT helpdesk support, data backup and recovery, IT consulting, hardware installation and setup, hardware maintenance and repair, infrastructure provisioning, and on-site support.

The specific services, scope, deliverables, service levels, and fees applicable to your engagement are set out in a separate Statement of Work ("SOW") and/or Master Service Agreement ("MSA") executed between the parties. In the event of any conflict between these Terms and a signed MSA, the MSA will prevail.

We reserve the right to modify, suspend, or discontinue any aspect of our services with reasonable notice, except where doing so would breach a signed service agreement.

Our services are delivered on a recurring contract basis. Service contracts are structured as ongoing engagements — not one-time projects — and are subject to the minimum term specified in the applicable SOW (typically 12 months unless otherwise agreed).

Service Tiers.. We offer Essential, Managed, and Enterprise contract tiers, each covering defined software and hardware service inclusions, response time SLAs, and coverage scope. The specific inclusions for your engagement are confirmed in your signed SOW.

Auto-Renewal.. Unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current contract term, agreements will automatically renew for successive 12-month periods at the then-current pricing.

Early Termination.. If you terminate a contract prior to the end of the agreed term without cause, you may be liable for an early termination fee equal to the remaining months of the contract term, as specified in the MSA.

Service Level Credits.. Where we fail to meet agreed SLA response or resolution times, you may be entitled to service credits as set out in the applicable SOW. Credits are your sole remedy for SLA failures and do not constitute a right to terminate the agreement.

To enable us to deliver services effectively, you agree to:

Access and Cooperation.. Provide our engineers with timely access to your systems, facilities, and personnel as reasonably required to deliver the contracted services. For on-site services, this includes providing safe working conditions and any necessary visitor access credentials.

Accurate Information.. Provide accurate and complete information about your environment, infrastructure, and requirements. We are not liable for service failures or deficiencies arising from inaccurate or incomplete information provided by you.

Authorised Use.. Ensure that any use of our services complies with applicable laws and regulations, including data protection, export control, and sector-specific compliance requirements.

Change Notification.. Notify us in advance of any significant changes to your environment (network topology changes, new system deployments, office relocations, etc.) that may affect service delivery.

Point of Contact.. Designate a primary technical contact and an authorised signatory for service approvals, change requests, and contract matters.

Fees for our services are set out in the applicable SOW. Unless otherwise specified, monthly managed service fees are invoiced in advance on the first business day of each month. Project-based and time-and-materials work is invoiced monthly in arrears or upon milestone completion as agreed.

Payment is due within 30 days of the invoice date. We reserve the right to charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until the date of payment.

We reserve the right to suspend services for accounts that are more than 45 days past due, with 10 business days' prior written notice. Suspension does not relieve you of the obligation to pay outstanding amounts.

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, withholding, and similar taxes arising from our services, excluding taxes on our net income.

We review our pricing annually. Any pricing changes for renewing contracts will be communicated at least 60 days before the renewal date.

Our IP.. We retain all intellectual property rights in our methodologies, tools, frameworks, templates, and pre-existing software used in delivering services. These Terms do not transfer any ownership of our intellectual property to you.

Work Product.. Unless expressly stated otherwise in a signed SOW, deliverables created specifically for you under a service engagement (such as network diagrams, security assessments, and technology roadmaps) become your property upon full payment of applicable fees.

Your IP.. You retain all intellectual property rights in your systems, data, configurations, and business information. You grant us a limited licence to access and use your systems and data solely to the extent necessary to deliver the contracted services.

Feedback.. If you provide suggestions, feedback, or recommendations regarding our services, you grant us a non-exclusive, royalty-free licence to use such feedback for any business purpose without obligation to you.

Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information").

Confidential Information includes, but is not limited to, technical specifications, network architectures, security configurations, business strategies, pricing, personnel information, and client lists.

Neither party will disclose Confidential Information to any third party without the other party's prior written consent, except to employees, contractors, and advisers who have a need to know and are bound by confidentiality obligations at least as protective as these Terms.

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was independently developed without use of the disclosing party's information, or is required to be disclosed by law or court order (provided reasonable prior notice is given to the disclosing party where legally permitted).

Confidentiality obligations survive termination of the service engagement for a period of three (3) years.

Where we process personal data on your behalf in the course of delivering services, we act as a data processor under your instruction. Our data processing practices are governed by our Data Processing Agreement ("DPA"), which is incorporated into the MSA by reference and is available upon request.

You are responsible for ensuring that any personal data you provide to us or that we access in the course of service delivery has been collected and may be processed in accordance with applicable data protection law.

For information about how we process personal data as a controller (including information collected through our Site), please see our Privacy Policy.

We warrant that: (a) we will perform services in a professional and workmanlike manner consistent with industry standards; (b) we have the right to enter into service agreements and grant the rights described in these Terms; and (c) our services will not knowingly infringe the intellectual property rights of any third party.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS OR AN APPLICABLE MSA, OUR SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that our services will be uninterrupted or error-free, or that all security threats will be detected or prevented. Cybersecurity services reduce risk but cannot guarantee absolute protection against all threats.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO A SERVICE ENGAGEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

The limitations in this section do not apply to: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) breaches of confidentiality obligations; or (d) any liability that cannot be excluded by applicable law.

You agree to indemnify, defend, and hold harmless Thiago McLaren IT Solutions and its officers, directors, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms or any applicable MSA; (b) your negligence or wilful misconduct; (c) your violation of any applicable law; or (d) any claim that your data or systems infringes the rights of a third party.

We will provide you with prompt written notice of any claim for which indemnification is sought, reasonable cooperation in the defence of the claim, and sole control of the defence and settlement (provided that no settlement imposing liability or obligation on you may be made without your consent).

Either party may terminate a service engagement immediately upon written notice if the other party: (a) materially breaches these Terms or the applicable MSA and fails to cure the breach within 30 days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection; or (c) ceases to carry on business.

Upon termination or expiry of a service engagement, we will: cease performing the contracted services; provide reasonable transition assistance for up to 30 days at our standard time-and-materials rates; return or destroy your Confidential Information as directed; and submit a final invoice for all work performed through the termination date.

Termination does not relieve either party of obligations accrued prior to termination. Provisions that by their nature should survive (including confidentiality, IP ownership, limitation of liability, and payment obligations) will survive termination.

You agree not to use our Site or services to: transmit content that is unlawful, defamatory, or infringes third-party rights; distribute malware, spyware, or other malicious code; attempt to gain unauthorised access to our systems or those of our other clients; engage in any activity that disrupts or interferes with the security or integrity of any network or system; or use our services in violation of any applicable export control or sanctions regulations.

We reserve the right to suspend services immediately and without notice if we reasonably believe you are engaging in activity that poses a security risk to us or our other clients.

These Terms and any disputes arising out of or related to them or our services will be governed by the laws of the State of New York, United States, without regard to its conflict of law principles.

The parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days before initiating formal proceedings. If negotiation fails, disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in New York, New York.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

You agree that any claim arising from your use of our Site or services must be filed within one (1) year after the cause of action arose.

Entire Agreement.. These Terms, together with any signed MSA, SOW, and DPA, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, representations, and understandings.

Severability.. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver.. Failure to enforce any provision of these Terms will not constitute a waiver of our right to enforce it in the future.

Assignment.. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

Force Majeure.. Neither party will be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, acts of government, labour disputes, or failures of third-party infrastructure providers.

Notices.. Notices under these Terms must be in writing and delivered by email (with read receipt or written confirmation) or by registered post to the addresses on file for each party.

For questions about these Terms or our services, please contact us:

Thiago McLaren IT Solutions 275 Bath St Glasgow G2 4JR, Scotland, United Kingdom Email: legal@thiagomclaren.com Phone: +44 7386 043345