📄 Enterprise Service Agreement

1. Acceptance of Terms

These Terms constitute a legally binding agreement between you (the “Client,” “User,” or “you”) and WynITSoul (“Company,” “we,” “us,” or “our”). If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not agree with any part of these Terms, you must not access our website or use our services.

2. Definitions

• “Services” – All managed IT services, cybersecurity solutions, cloud services, NOC/SOC operations, helpdesk support, network management, and professional consulting services provided by WynITSoul.
• “Client Environment” – The IT infrastructure, systems, networks, and data owned or managed by the Client.
• “Service Agreement” or “SOW” – A signed statement of work, service order, or master service agreement that specifically describes services, scope, pricing, and SLA commitments.
• “Confidential Information” – Any non-public technical, business, financial, security, or operational information disclosed by either party.
• “Platform” – The WynITSoul client portal, ticketing system, monitoring dashboard, or any other software interface we provide.

3. Services

3.1 Service Delivery

WynITSoul provides enterprise IT and cybersecurity services including but not limited to: Managed IT Services, IT Helpdesk (24×7), Managed Desktop, Server Management, NOC Services, IT Infrastructure Management, IT Monitoring, Patch Management, Mobile Device Management, Network Security, Managed SOC, MDR, SIEM, Network Access Control, Firewall Management, Identity & Access Management, Zero Trust Solutions, Risk & Compliance, Penetration Testing, Dark Web Monitoring, Employee Cybersecurity Training, and Cloud Services.

3.2 Service Scope

The specific services, deliverables, service levels, and pricing applicable to each Client engagement are set out in a signed Service Agreement or Statement of Work (SOW). These Terms apply in addition to, and are incorporated into, any such Service Agreement. In case of conflict, the signed Service Agreement shall prevail.

3.3 Changes to Services

We reserve the right to modify, update, or discontinue any service with reasonable notice. Material changes to services under an active Service Agreement will be subject to mutual written agreement.

4. Account Registration and Security

Access to client portals and platforms requires registration. You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorised access or security breach at [email protected]
• Ensuring all users authorised under your account comply with these Terms

We reserve the right to suspend or terminate accounts where we reasonably suspect unauthorised access, policy violations, or security risks.

5. Client Obligations

To enable effective service delivery, the Client agrees to:

• Provide accurate, complete, and current information reasonably required for service provision
• Grant WynITSoul appropriate access to Client Environment systems, credentials, and documentation necessary to perform agreed services
• Maintain a technically competent point of contact for escalation and approvals
• Ensure all relevant software licences within the Client Environment are properly licensed
• Implement recommended security remediation actions within agreed timeframes
• Promptly inform WynITSoul of any material changes to the Client Environment that may affect service delivery
• Not use our services for any unlawful, harmful, or abusive purpose

6. Service Levels and Support

Service Level Agreements (SLAs) including response times, resolution targets, and availability commitments are defined in each Service Agreement. Standard WynITSoul SLA principles include:

SLA credits (where applicable) are specified in the signed Service Agreement. SLAs do not apply to outages caused by Client actions, third-party services, force majeure events, or scheduled maintenance windows.

7. Fees and Payment

7.1 Pricing

Service fees are as specified in the applicable Service Agreement or quote. All prices are exclusive of applicable taxes (including GST) unless stated otherwise.

7.2 Payment Terms

Unless otherwise agreed in writing, invoices are due within 30 days of the invoice date. Recurring service fees are invoiced monthly in advance.

7.3 Late Payment

We reserve the right to charge interest on overdue amounts at 1.5% per month (or the maximum rate permitted by law, whichever is lower) and to suspend services after providing 7 days’ written notice of non-payment.

7.4 Disputed Invoices

Any invoice disputes must be raised in writing within 15 days of the invoice date. Undisputed portions remain payable by the original due date.

8. Intellectual Property

8.1 WynITSoul IP

All intellectual property rights in our website, Platform, service methodologies, tools, scripts, proprietary software, templates, and documentation are owned by or licensed to WynITSoul. Nothing in these Terms grants you any rights in WynITSoul IP except as expressly set out herein.

8.2 Client IP

The Client retains all intellectual property rights in its data, systems, software, and configurations. WynITSoul’s access to Client systems and data is solely for the purpose of delivering contracted services.

8.3 Work Product

Ownership of work product (reports, custom scripts, documentation) created specifically for a Client engagement will be as agreed in the applicable Service Agreement. Where not specified, WynITSoul retains ownership but grants the Client a perpetual licence for internal use.

9. Confidentiality

Both parties agree to:

• Keep Confidential Information strictly confidential and not disclose it to third parties without prior written consent
• Use Confidential Information only for the purpose of performing obligations under the Service Agreement
• Apply at least the same degree of care to protecting the other party’s Confidential Information as applied to its own confidential information (and no less than reasonable care)
• Notify the other party promptly upon becoming aware of any unauthorised disclosure

These obligations survive termination for a period of 5 years. Obligations do not apply to information that is publicly available (through no fault of the receiving party), independently developed, or required to be disclosed by law.

10. Data Protection

Where WynITSoul processes personal data on behalf of the Client in the course of service delivery, we act as a Data Processor and the Client as Data Controller. We will:

• Process personal data only as instructed by the Client and in accordance with a signed Data Processing Agreement (DPA)
• Implement and maintain appropriate technical and organisational security measures
• Assist the Client in complying with data subject rights requests and regulatory obligations
• Notify the Client without undue delay upon becoming aware of any personal data breach
• Delete or return personal data upon contract termination as instructed

Our Privacy Policy (wynitsoul.com/privacy-policy/) governs our handling of personal data collected directly from website visitors and prospects.

11. Security Obligations

The Client acknowledges that no security measure is infallible and that cybersecurity services reduce, but do not eliminate, security risks. Our recommendations should be treated as professional guidance, not guarantees of security outcomes.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• WynITSoul’s total cumulative liability to the Client for any and all claims arising out of or related to these Terms or any Service Agreement shall not exceed the total fees paid by the Client to WynITSoul in the three (3) months immediately preceding the event giving rise to the claim.
• Neither party shall be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages.
• These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

Exceptions: The above limitations do not apply to: (a) liability for death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded under applicable law.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless WynITSoul, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Client’s breach of these Terms or any Service Agreement
• The Client’s use of our services in violation of applicable law
• Any third-party claim resulting from Client data or content
• The Client’s unauthorised modification of systems or security configurations in conflict with WynITSoul’s recommendations

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, power failures, internet disruptions, cyberattacks by third parties, pandemics, labour disputes, or supplier failures. The affected party must notify the other promptly and make reasonable efforts to resume performance.

15. Termination

15.1 Termination for Convenience

Either party may terminate a Service Agreement in accordance with the notice provisions specified therein (typically 30 to 90 days written notice, depending on service type).

15.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms or a Service Agreement and fails to remedy such breach within 14 days of written notice; (b) becomes insolvent, enters administration, or ceases business operations.

15.3 Effect of Termination

Upon termination: (a) all outstanding fees become immediately due; (b) each party will return or destroy the other’s Confidential Information; (c) WynITSoul will provide reasonable transition assistance; (d) provisions that by their nature should survive will continue to apply.

16. Acceptable Use Policy

You must not use our services or Platform to:

• Violate any applicable law or regulation
• Transmit, store, or process unlawful, harmful, threatening, defamatory, or obscene content
• Conduct unauthorised penetration testing, port scanning, or security attacks on any system without explicit written authorisation
• Circumvent security controls, access unauthorised systems, or engage in any fraudulent activity
• Transmit malware, viruses, or any malicious code
• Infringe any intellectual property rights of WynITSoul or third parties
• Resell, sublicence, or transfer our services without written authorisation

17. Disclaimers

EXCEPT AS EXPRESSLY SET OUT IN A SIGNED SERVICE AGREEMENT, ALL SERVICES AND THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED/ERROR-FREE OPERATION.

WynITSoul does not warrant that our services will prevent all security incidents, data breaches, or system failures. Cybersecurity services reduce risk but cannot guarantee absolute security.

18. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

Any disputes arising out of or in connection with these Terms shall first be subject to good-faith negotiation between senior representatives of both parties for a period of 30 days. If unresolved, disputes shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 (India), conducted in Chandigarh, India, in the English language. The arbitral award shall be final and binding.

Notwithstanding the foregoing, either party may seek urgent injunctive relief from a competent court.

19. General Provisions

• Entire Agreement: These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.
• Amendments: We may update these Terms periodically. Material changes will be notified with at least 30 days’ notice. Continued use of services constitutes acceptance.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights to a successor entity.
• Notices: Formal notices must be in writing and delivered by email with confirmation of receipt or by registered mail to the addresses set out in the applicable Service Agreement.

20. Contact

For legal enquiries or questions about these Terms:

• Legal & Compliance: [email protected]
• Sales & Contracts: [email protected]
• Address: WynITSoul, Chandigarh – 160062, India