Valiantys Legal Information

Managed Services Use Policies

Managed Services Terms & Conditions

  1. Scope

This Managed Services Terms & Conditions (“MS Terms”) outlines the offerings and terms governing the delivery of the specific Valiantys Managed Services referenced herein, specifically:

 

  1. Definitions

For the purposes of this Managed Services Terms & Conditions (“MS Terms”), all capitalized terms shall have the meanings ascribed to them in the Agreement and incorporated documents.

 

  1. Terms

These Services are provided by Supplier (“Valiantys”) to Client pursuant to the Valiantys General Terms and Conditions found on https://www.valiantys.com/en/legal/terms (“the Agreement”).

In the event of any conflict or inconsistency between documents, the following order of precedence shall apply to the fullest extent permitted by law:

  1. The Ordering Document
  2. MS Terms
  3. Any incorporated service policies if applicable (e.g., Total Care Service Guide, Fixed-Cost Services Policy, Fair Use Policy, Managed Self Hosted Isolated Platform Service Guide)
  4. The General Terms and Conditions

By executing an Ordering Document that references these MS Terms, the Client confirms it has reviewed and accepted the current versions of these policies, acknowledges their terms, and agrees to the update provisions contained therein.

 

  1. Managed Service Catalog

This section outlines the Managed Service offerings that may be provided by Valiantys under an Ordering Document. Not all Clients will subscribe to every service referenced herein. The specific services ordered by the Client will be defined in the Ordering Document, and only services so defined will apply.

Each offering listed below is governed by the applicable service policies incorporated by reference, as well as the commercial terms outlined in the relevant Ordering Document.

 

3.1 Total Care on Demand

Total Care on Demand provides portal-based ticket support with defined response Service Level Objectives and escalation procedures, ensuring timely assistance for Clients. This service is a recurring annual service where Clients unlock the potential of their Atlassian software.

This offering incorporates the following additional service policies by reference:

All managed services related to this solution are limited to the Atlassian ecosystem; however,  adding users, additional Atlassian products, or 3rd party Atlassian Marketplace apps will not result in a change to the price of the service so long as the managed services delivery team has the requisite capabilities.

A minimum of one hour must be consumed each month, either through Client-requested services or, if no requests are made, through proactive services performed by Valiantys to provide best practice recommendations.  Hours do not carry over to successive Renewal Terms.

Total Care on Demand is available in the following SKU’s:

 

Total Care on Demand Overage Protection Plan
For Clients with fewer than 96 hours, the Client Point of Contact(s) will be notified as Client approaches their tier limit to confirm their desire to upgrade to the next tier.  Continuing to use the service beyond the allocated hours after notification will trigger an automatic upgrade to the next available tier (24 → 48, 48 → 72, or 72 → 96), including an invoice for the additional fees for the new tier.  Upon annual renewal, Client will renew at the newly adjusted tier.

 

3.2 Total Care

Total Care provides portal-based ticket support with defined response SLAs and escalation procedures, ensuring timely assistance for Clients. This service is a recurring monthly service where Clients unlock the potential of their Atlassian software.

This offering incorporates the following additional service policies by reference:

All Managed Services related to this solution are limited to the Atlassian ecosystem; however,  adding users, additional Atlassian products, or 3rd party Atlassian Marketplace apps will not result in a change to the price of the service so long as the managed services delivery team has the requisite capabilities.

Total Care is available in the following SKU’s:

 

3.3 Total Care Jump Start

Total Care Jump Start provides additional Reserved Hours that must be consumed within the first two months of the Total Care service. Total Care Jump Start is available only as an add on to Total Care (MS-TC-STD-XX SKUs).

Total Care Jump Start is available in the following SKU:

 

3.4 Total Care Accelerate

Total Care Accelerate is available only as an add on to Total Care (MS-TC-STD-XX SKUs).   When included, the Client POCs may request additional hours that exceed the monthly commitment.  Such additional hours will be invoiced in arrears under the associated SKU’s pricing rate based on actual consumption.  Any requested for additional hours are allocated on a best effort basis, and are based on resource availability. Additional hours are not guaranteed to be available. Advanced planning with Valiantys will improve the probability of resource availability.  Additional hours will consume an additional 20% overhead for resource management and support services management. For example, 3 hours must be requested for 2.5 of consumed labor.

Total Care Accelerate is available in the following SKU:

 

3.5 Managed Self Hosted Isolated Platform

Managed Self Hosted Isolated Platform provides proactive monitoring and portal-based ticket support with defined response Service Level Objectives and escalation procedures, ensuring timely assistance for Clients. This service is a recurring annual service where Client receives 24x7x365 support, remote system monitoring, and proactive platform maintenance to simplify the operational complexity of running Atlassian Data Center products in self-hosted isolated environments that cannot migrate to Atlassian Cloud.

This offering incorporates the following additional service policies by reference:

Managed Self Hosted Isolated Platform is available in the following SKUs,

  1. Pricing and Term

Pricing for Ordered Products governed by these MS Terms will be outlined in an Ordering Document and accepted by the Client.  The Service Commencement Date will be the date of signature on the Ordering Document unless otherwise explicitly defined. Likewise, contract Term will be 12 months unless otherwise explicitly defined.

Client agrees to pay via an automated recurring model such as automatic ACH or credit payment (including a 3% credit card processing fee for credit payments).

Unless stated otherwise, Ordered Products shall automatically renew for successive twelve (12)-month periods with an automatic 3% price increase. Either party may provide written notice of non-renewal no less than ninety (90) days prior to the end of the then-current term. If Valiantys communicates a price increase after that deadline, Client shall have thirty (30) days from such notice to submit written non-renewal.

To initiate termination, Client must provide written notice to terminations@valiantys.com.

Except as expressly provided herein, if Client terminates this Agreement without cause prior to the end of the Term, Client shall pay Valiantys an amount equal to one hundred percent (100%) of the remaining fees for the balance of the Term as liquidated damages, and not as a penalty, in recognition of Valiantys’ allocation of reserved personnel and resources, opportunity costs, and administrative commitments made in reliance on this Agreement.

 

  1. Product and Scope Change Requirements

If a Client wishes to change from one Managed Service offering to another (e.g., from Total Care to Total Care on Demand), or to modify the tier of a currently subscribed product (e.g., by increasing or decreasing the number of Reserved Hours), except as expressly allowed by that product’s service description, the requested change must be submitted in writing and documented through an Ordering Document.  Product and tier changes are not binding unless expressly accepted in writing by both parties. Verbal modifications, informal communications, or service requests shall not constitute valid amendments.

All requested changes are subject to:

Where a change request includes modifications to scope, fees, or service levels of an active engagement, such changes shall follow the change control procedures as set forth in the General Terms and Conditions.

If the Client requests a suspension or delay of services, fees continue to accrue unless otherwise agreed in writing.

 

  1. Service Delivery Provisions

Data Residency
Unless expressly agreed in writing, the Services are not subject to any specific data residency requirements.

No Resale or Redistribution
The Client shall not resell, sublicense, distribute, or otherwise make the Services available to any third party without the prior written consent of the Supplier. This includes but is not limited to using the Services to provide managed services to another organization or end Client under a separate commercial arrangement.

Export Control and Sanctions Compliance
Each party agrees to comply with all applicable export control, economic sanctions, and trade restriction laws and regulations in the jurisdictions where it conducts business. The Client agrees not to use, distribute, transfer, or transmit the Services, Deliverables, or any related technical information in violation of such laws. Valiantys reserves the right to suspend or terminate services where compliance with such laws is not possible or lawful.

Intellectual Property
Unless expressly agreed in writing, nothing in these MS Terms shall be construed to transfer ownership of any tools, templates, methods, or other background intellectual property developed or provided by the Supplier in the course of delivering the Services. The Client receives only a non-exclusive, non-transferable license to use such materials in connection with the Ordered Product and its internal business operations.

Audit Cooperation
Valiantys shall not be required to respond to Client-initiated audits or requests for information after termination or expiration of the Ordered Product, unless otherwise required by law or expressly agreed in writing. Any post-termination support shall be subject to a separate agreement and fees.

Interpretation
Headings are for reference purposes only and shall not affect the interpretation of these MS Terms. Words in the singular include the plural and vice versa. References to “including” mean “including without limitation.” References to “days” are calendar days unless expressly stated otherwise.

Procurement System

If applicable, please send an invitation to the following email addresses to initiate the vendor onboarding process:

 

Subcontractors and Third Parties

Affiliated Companies:

Third Parties:

 

  1. Policy Adjustments and Termination Rights

Valiantys reserves the right to modify these MS Terms at its sole discretion. Any modifications will become effective:

If the Client objects to a modification, they must notify Valiantys in writing within the thirty (30) day notice period. The Client may terminate the applicable Ordered Products, except that Valiantys, at its sole discretion, may instead apply the prior version of the MS Terms for the remainder of that Ordered Product’s Term, thereby maintaining its existing conditions.

Last updated: April 1, 2025