Paragus Universal service Terms

1. How These Terms Work

1.1 What this document is. These Universal Service Terms (the “Universal Terms”) set out the legal and risk allocation terms on which Paragus Strategic I.T. Inc. (“Paragus”) provides services to its clients. They are published online and are incorporated by reference into a signed Client Service Agreement.

1.2 The version that applies to you. Each client is bound by the numbered version of these Universal Terms identified in §4 of its signed Client Service Agreement, which attaches a copy and states that later versions do not apply automatically. Section 18 governs amendment.

1.3 No retroactive effect. §4.4 of the Client Service Agreement applies to every amendment of these Universal Terms and of the Service Terms. The version in effect at the time an event occurs governs that event.

1.4 Availability and archive. Paragus maintains the current version at the URL above, and an archive of every prior version of these Universal Terms and of the Service Terms, each identified by version number and effective date, at the archive URL above.

Paragus shall maintain that archive, and shall keep every version retrievable at a stable address, for so long as any claim under the Agreement could be brought. Paragus will provide a copy of any version to Client on request at no charge. §3.4 of the Client Service Agreement governs where the archive differs from the copy attached to it.

1.5 What is not in here. These Universal Terms do not describe the services Paragus performs, the technologies it supports, its response targets, its escalation process, or its operational procedures. Those are in the service terms for the program named in Client’s SOW, being the Paragus Fully Managed Service Terms or the Paragus Co-Managed Service Terms (in either case, the “Service Terms”), also incorporated by reference. Pricing, service scope and client-specific terms are in the Statement of Work.

References in these Universal Terms to a section of the Service Terms by its heading are to the section of the applicable Service Terms bearing that heading, whatever its number.

1.6 Changes to the Service Terms. Paragus may change the Service Terms only as §4.3 of the Client Service Agreement provides.

2. Definitions

“Agreement” means, collectively, the signed Client Service Agreement, these Universal Terms at the version pinned in that agreement, the Service Terms, each Statement of Work, and any signed Compliance Addendum.

“Authorized Requester” means an individual Client designates in writing, including during onboarding, as authorized to request Non-Routine Services and Projects on Client’s behalf. Until Client designates anyone, the individual who signed the Client Service Agreement for Client and Client’s notice contact named in it are Authorized Requesters.

“Client Data” means data, content, and materials provided by Client to Paragus, or created by Paragus for Client, in each case excluding Paragus Materials.

“Compliance Addendum” means a signed addendum applying a specific regulatory framework, together with its framework exhibit. A framework exhibit is either signed or incorporated by reference, as that exhibit states, and Section 18.10 governs the difference.

“Documented Exception” means the process in Section 8.

“Included Services” means services within Client’s monthly fees, as described in the Service Terms and scoped in the SOW.

“Non-Routine Services” means services billable against a retainer or at Paragus’s then-current rate, as described in the Service Terms.

“Notice Period” means the period of prior written notice Client must give to terminate under Section 4.3(a), determined under Section 4.4.

“Onboarding Completion Date” means the date onboarding is complete, as determined under the section of the Service Terms headed Onboarding.

“Onboarding Cost Recovery” means the amount payable under Section 4.5.

“Recurring Fee” means the recurring monthly charges for the program stated in the SOW, being for Fully Managed, the base fee and the per-user plan fees; and for Co-Managed, the charges for the remote help desk, recurring onsite services, managed services and IT team tools. In either case it includes any minimum monthly adjustment under Section 5.1B, and it excludes pass-through licensing charges, Non-Routine Services, Projects, and taxes, and for Fully Managed it also excludes recurring add-ons billed separately.

“Paragus Materials” means Paragus’s pre-existing intellectual property together with the tools, scripts, automations, configurations, templates, runbooks, methodologies, and know-how of general application that Paragus uses or develops in delivering services, and all improvements to them.

“Project” means work outside Included Services and Non-Routine Services, performed under a separate written scope and price.

“Required Security Measures” means the security controls and configurations identified as required in the Service Terms, as in effect from time to time subject to Section 7.3.

“Supported Environment” means the client-side hardware, operating systems, software, and network equipment that meet the support criteria set out in the section of the Service Terms headed Supported Environment. Technology outside the Supported Environment is an unsupported configuration for the purposes of Sections 7, 8, and 12.

“Service Anniversary” means each annual anniversary of the Effective Date, read with Section 4.1A.

“SOW” means a Statement of Work forming part of the Agreement, being the Statement of Work attached to the Client Service Agreement and accepted by Client’s signature of it, or a later Statement of Work signed by both parties, in each case as changed by a signed amendment or under Section 5.1A.

3. Order of Precedence

3.1 Where the documents comprising the Agreement conflict, the following order controls, highest first:

1. A signed Compliance Addendum and its framework exhibits, as to matters within a framework, in the order §1.3 of that Addendum provides, under which a signed framework exhibit and the Addendum rank above the Client Service Agreement and an incorporated framework exhibit ranks below it;

2. The signed Client Service Agreement;

3. The applicable SOW;

4. These Universal Terms;

5. The Service Terms.

3.1A How far an SOW reaches. An SOW prevails over these Universal Terms only as to (a) the services in scope, the selections, counts, fees and rates it states, and any discount or add-on it records; and (b) a variation that identifies by number the section of these Universal Terms it varies. In every other respect these Universal Terms prevail over an SOW, so that an inconsistent statement in an SOW does not vary them by accident. An SOW prevails over the Service Terms in every respect.

3.2 A document lower in this order does not limit or qualify a document higher in it, and no online document amends a signed one. Where a signed document is silent, the online documents apply in the order above.

3.3 Section 3.1 does not displace §10 (Limitation of Liability) or §11 (Indemnification) of the Client Service Agreement, or Section 18 (Amendment), each of which applies to the Agreement as a whole unless a signed document expressly states otherwise and identifies the section it modifies by number.

4. Term, Termination and Suspension

4.1 Term. The Agreement begins on the effective date stated in the signed Client Service Agreement (the “Effective Date”) and continues until terminated in accordance with this Section 4. There is no fixed expiration date, no initial term, and no renewal term.

4.1A Service Commencement Date. The first SOW states the date on which services commence (the “Service Commencement Date”). Where it is later than the Effective Date, every reference to the Effective Date in the definition of Service Anniversary and in Sections 4.2, 4.3(b), 4.5, 4.6 and 5.1A(d) is to the Service Commencement Date. Where the first SOW states none, the Service Commencement Date is the Effective Date.

4.2 Onboarding. Onboarding is performed as described in the section of the Service Terms headed Onboarding. Onboarding does not defer the commencement of fees, which begin on the Effective Date.

4.3 Termination for convenience.

(a) Client. Client may terminate the Agreement, or any SOW, without cause on prior written notice of not less than the applicable Notice Period determined under Section 4.4. Where an Initial Period Right applies under Section 4.6, that Section governs instead during the period it is exercisable. Where Client terminates following a reassessment notice under Section 5.1A(b), Section 5.1A(c) governs instead.

(b) Paragus. Paragus may terminate the Agreement, or any SOW, without cause on ninety (90) days’ prior written notice. Where the SOW states that the Year-One Commitment applies, Paragus may not terminate under this Section 4.3(b) with effect before the first anniversary of the Effective Date. This restriction does not limit Section 4.7, Section 5.8, or Section 14.2(d).

4.4 Determining the Notice Period. The Notice Period is determined by reference to the tier table stated in the SOW, applied to the number of billed users shown on the most recent invoice issued to Client before the date Client gives notice, counted on the basis set out in the section of the Service Terms headed Counting Users and Devices. The Notice Period is not fixed at signing. It moves with Client’s billed user count in both directions, and a change in Client’s user count changes the Notice Period without any amendment to the Agreement. Paragus will confirm the applicable Notice Period in writing within five (5) business days of receiving Client’s notice.

Where the SOW states a single Notice Period rather than a tier table, that period applies and this Section 4.4 does not operate.

4.5 Onboarding Cost Recovery. Except where the SOW provides otherwise:

(a) Where the Agreement terminates within twelve (12) months after the Effective Date, an amount equal to one (1) month’s Recurring Fee becomes payable, calculated at the rate in effect on the effective date of termination, and is due on that date.

(b) This amount is in recognition of Paragus’s front-loaded cost of onboarding Client, which is incurred in full at the outset of the relationship and is recovered over the expected life of the engagement. That cost includes the dedicated onboarding team, the infrastructure health assessment, environment documentation, tooling deployment, and the period of parallel operation with Client’s prior provider. The parties agree that one month’s Recurring Fee is a reasonable estimate of the unrecovered portion of that cost, that it scales with the size and complexity of the environment onboarded, and that this Section 4.5 is a recovery of cost and not a penalty, a liquidated-damages provision, or a charge for terminating.

(c) No amount is payable under this Section 4.5 where the Agreement terminates (i) by Paragus under Section 4.3(b), (ii) by Client for Paragus’s material breach under Section 4.7, (iii) by Client’s rejection of an amendment under Section 18.4, (iv) under Section 14.2(d), (v) by Client’s exercise of an Initial Period Right under Section 4.6, or (vi) by Client’s exercise of the right in Section 5.1A(c).

4.6 Initial Period Right to Terminate. Where the SOW states that an Initial Period Right applies:

(a) Client may terminate the Agreement for any reason, or for no reason, by written notice given within ninety (90) days after the Effective Date. Client need not state a reason and Paragus’s performance is not a condition of the right.

(b) The Notice Period under Section 4.3(a) does not apply. Client shall instead give sixty (60) days’ prior written notice, and termination takes effect at the end of that period.

(c) No amount is payable under Section 4.5 (see Section 4.5(c)(v)), and no termination fee, penalty or early-termination charge is payable. Section 4.14 applies only on a payment default.

(d) Paragus shall perform its own offboarding and transition activities at no charge, notwithstanding Sections 4.12(c) and 4.13. This obligation is limited to Paragus’s own labor and does not extend to any third-party charge, any cost payable to Client’s successor provider, or any cost of hardware, software, or licensing.

(e) Client remains liable for fees for services performed through the effective date of termination, and for any Non-Routine Services and Projects incurred.

Notice given after the ninety (90) day period is governed by Section 4.3(a), the Notice Period applies, and Section 4.5 applies in full.

4.7 Termination for material breach. Either party may terminate for the other’s material breach if it first gives a Notice of Material Breach complying with Section 4.8 and the breach is not cured within the applicable cure period in Section 4.9.

4.8 Notice of Material Breach – required form. A notice under Section 4.7 is effective only if it:

(a) is captioned “Notice of Material Breach”; (b) identifies the specific section of the Agreement alleged to have been breached; (c) describes the facts constituting the breach with particularity, including relevant dates; (d) states the cure sought; and (e) for a breach by Paragus of a service obligation, confirms that Client has exhausted the escalation process in the section of the Service Terms headed Service Escalation Path.

A communication that does not meet every requirement of this Section 4.8 is not a Notice of Material Breach, does not begin any cure period, and does not support termination under Section 4.7, regardless of how it is characterized.

4.9 Cure periods. Thirty (30) days for breach of a performance obligation. Fifteen (15) days for breach of a payment obligation or of Section 10 (Confidentiality).

4.10 What is not a material breach. None of the following, alone or in combination, constitutes material breach by Paragus: dissatisfaction with the handling of one or more individual support requests; failure to meet a response or resolution target (which are targets and not guarantees – see Section 12.4); a single security, availability, or data incident absent a failure to perform the obligations in the Agreement; or any matter for which the Agreement provides an express remedy, which is Client’s sole remedy for that matter.

4.11 Suspension for non-payment. Paragus may suspend services on the terms in Section 5.8. Suspension is not termination and does not relieve Client of payment obligations for the period of suspension.

4.12 Effect of termination. On termination: (a) all accrued fees become due; (b) Paragus’s obligation to perform ends on the effective date of termination; (c) Paragus will provide transition assistance as Non-Routine Services at its then-current rate, if requested in writing before the effective date, subject to Section 4.6(d); (d) Section 9.4 governs Client Data; (e) Section 4.5 applies; and (f) the sections listed in Section 21.4 survive.

4.13 Transition assistance conditional on payment.

(a) Paragus is not obliged to commence or continue any transition or offboarding assistance while any undisputed amount is outstanding. This includes knowledge-transfer sessions, documentation packages, coordination with a successor provider, parallel operation, and exit reporting.

(b) Paragus is not obliged to deliver any Paragus Materials, or any deliverable not paid for in full, consistent with Sections 11.2 and 11.3.

(c) Limits on this Section. Nothing in this Section 4.13, and nothing elsewhere in the Agreement, permits Paragus to withhold Client Data, or to withhold, disable, revoke, or delay Client’s access to or administrative control of any system, tenant, account, domain, or service owned or controlled by Client. Paragus shall return or make available Client Data under Section 9.4, and shall transfer administrative credentials for Client-owned systems, regardless of any amount outstanding. Paragus’s remedies for non-payment include those set out in Sections 4.7, 4.14, 4.15, 5.8, 5.11, 5.12, 5.13 and 5.14, and none of them extends to withholding Client’s own property or access.

4.14 Acceleration on payment default during the Notice Period.

(a) After Client gives notice under Section 4.3(a), Recurring Fees continue to be invoiced monthly. If, during the Notice Period, Client fails to pay any undisputed amount when due, or a debit under Section 5.2A is returned or fails, Paragus may issue an invoice for all Recurring Fees payable through the end of the Notice Period that have not already been invoiced, payable on the next debit date under Section 5.3 and debitable under Section 5.2A. This Section is a protection against non-payment during the Notice Period, not a charge for terminating.

(b) Where Client terminates under Section 4.6, this Section applies to the sixty (60) day notice period in Section 4.6(b). Where Client terminates under Section 5.1A(c), this Section applies to the sixty (60) day notice period in Section 5.1A(c)(i), and the amount invoiced is calculated at the Recurring Fee in effect immediately before the reassessment.

(c) Refund of unearned amounts. Where an amount invoiced under this Section relates to a period for which Paragus does not perform – because the Agreement terminates earlier, because Paragus ceases performance, or because Client terminates for Paragus’s material breach – Paragus shall refund the unearned portion within thirty (30) days.

(d) Paragus shall continue to perform the Services through the Notice Period, and payment under this Section does not reduce, defer, or qualify that obligation.

(e) Non-Routine Services, pass-through licensing, and other variable charges continue to be invoiced as incurred, and Projects as their signed quotes provide, and none is accelerated by this Section.

4.15 Termination for Client’s payment default. Where Client fails to pay an undisputed amount and does not cure within the period in Section 4.9, Paragus may, instead of terminating with immediate effect under Section 4.7, give notice that the Agreement or the affected SOW terminates at the end of the Notice Period that would have applied had Client given notice under Section 4.3(a) on the date of Paragus’s notice. Where Paragus does so:

(a) the Recurring Fees for that period are payable as they would be on a termination for convenience, and Sections 4.5, 4.14 and 5.10(b) apply as they would to that termination;

(b) Paragus shall continue to perform the Services through that period whenever Client is current. It may suspend them under Section 5.8 only while an undisputed amount is overdue, and shall resume them within one (1) business day after that amount is paid;

(c) the purpose of this Section is that ending the Agreement by not paying costs Client the same as ending it by notice, and no more. Client may at any time pay the amounts due and receive the services for the remainder of the period; and

(d) this Section does not limit Paragus’s right to terminate with immediate effect under Section 4.7 instead, in which case Section 4.12 applies and this Section does not.

5. Fees, Payment and Payment Method

5.1 Fees. Fees are stated in the SOW. Unless the SOW states otherwise, recurring fees are billed monthly in advance, Non-Routine Services are billed monthly as incurred, and Projects are billed as the signed project quote provides.

5.1A Changes Paragus initiates.

(a) What this Section covers. Paragus may, on the notice in Section 5.1A(b) and subject to Client’s right in Section 5.1A(c):

(i) reassess the Recurring Fee where the level of service Client actually consumes materially exceeds the level the SOW was priced to provide. Consumption for this purpose includes the volume of support requests, the hours of support labor, the frequency of onsite attendance, the number of distinct locations, systems, applications and integrations actually supported, and the condition of the environment as found rather than as described; and

(ii) change the services, rates or other terms stated in the SOW, including withdrawing or replacing a service Paragus has ceased to offer and changing a rate stated in the SOW.

Paragus may not change the SOW under this Section in any other way. A change Client requests, including adding or removing a service, is made by a written amendment to the SOW signed by both parties and this Section does not apply to it.

(b) Notice. Paragus shall give Client not less than ninety (90) days’ prior written notice, stating what is changing, the date on which the change takes effect, and the basis for it. Where the change is a reassessment under Section 5.1A(a)(i), the notice states the reassessed Recurring Fee.

(c) Client’s right to terminate. Client may terminate the Agreement, or the affected SOW, by written notice given within sixty (60) days after receiving a notice under Section 5.1A(b), whatever the change and whether or not it affects the Recurring Fee. Where Client does so:

(i) the Notice Period under Section 4.3(a) does not apply, and Client shall instead give sixty (60) days’ prior written notice;

(ii) no amount is payable under Section 4.5 (see Section 4.5(c)(vi)), and no termination fee, penalty, or early-termination charge is payable;

(iii) Section 4.14 applies to that sixty (60) day notice period; and

(iv) Client remains liable for fees for services performed through the effective date of termination, calculated at the Recurring Fee in effect immediately before the notice; and

(v) the change does not take effect, and the SOW continues as it stood immediately before the notice, through the effective date of termination.

(d) Frequency. Paragus may give notice under this Section not more than once in any twelve (12) month period, and, where the SOW states that the Year-One Commitment applies, not with effect before the first anniversary of the Effective Date. This limit does not apply to a reduction under Section 5.1A(e), or to a change that is to Client’s benefit and that Client accepts in writing.

(e) Reductions and additions. Paragus may reassess the Recurring Fee downward on the same basis where the level of service Client consumes falls materially below the level the SOW was priced to provide, and may add a service to the SOW at no additional charge. Either takes effect on the date stated in Paragus’s notice, requires no minimum period of notice, and does not give rise to any right under Section 5.1A(c).

(f) Relationship to other changes. The annual escalator stated in the SOW and a change in Client’s billed counts under the SOW are not changes under this Section, apply in addition to it, and do not give rise to any right under Section 5.1A(c). Any increase in the base fee under the periodic reassessment for environment complexity provided for in the Service Terms is made on the notice in Section 5.1A(b) and carries the right in Section 5.1A(c), and the frequency limit in Section 5.1A(d) applies to this Section and that reassessment taken together.

(g) A change to Client’s SOW is not a change to Client’s Agreement. A change Paragus publishes to the services or rates it offers generally does not alter Client’s SOW, which continues as agreed until changed under this Section or by written amendment. Amendment of these Universal Terms is governed by Section 18 and amendment of the Service Terms by §4.3 of the Client Service Agreement, and neither operates on the SOW.

5.1B Monthly minimum. Where the SOW states a monthly minimum and Client’s monthly charges for a month, other than pass-through licensing, Non-Routine Services and Projects, are less than it, that month’s invoice adds the difference as a minimum monthly adjustment. The minimum increases with the other recurring charges under the annual escalator stated in the SOW.

5.2 Mandatory ACH authorization. Client shall complete ACH enrollment as §6.2 of the Client Service Agreement provides, and shall maintain a valid ACH debit authorization for the account it designates throughout the term.

5.2A Authorization is irrevocable until paid in full. Client’s ACH authorization remains in force, and is irrevocable, until all amounts owed under the Agreement have been paid in full, including amounts that become due on or after termination. Client shall not revoke, cancel, suspend, or place a stop order on the authorization, and shall not close or change the authorized account, without providing Paragus a valid replacement authorization not less than ten (10) days before the change takes effect. This Section survives termination.

5.3 Invoice and debit dates. Paragus will issue each monthly invoice on or before the last day of the month, for the following month’s recurring fees and the current month’s other charges, and will debit the authorized account on the tenth (10th) day of the following month. Where a debit date falls on a day that is not a business day, the debit occurs on the next business day. Each invoice is due on its debit date.

5.4 Disputes. Client may dispute any invoiced amount by written notice within thirty (30) days of the invoice date, identifying the amount and the basis. A dispute does not suspend the debit; Paragus will debit the invoice in full and credit any amount resolved in Client’s favor to the next invoice, or refund it if no further invoice will issue. Amounts not disputed within thirty (30) days are final.

5.5 Loss of ACH enrollment. Failure to maintain a valid ACH authorization, or revocation of authorization without simultaneous replacement, is a breach curable within ten (10) days of written notice. This is separate from non-payment: Client may be current on all amounts and still in breach of this Section 5.5.

5.6 Failed debit. Client shall pay all amounts within five (5) business days of notice of a failed debit and shall cure the cause of failure within the same period.

5.7 Returned payment fee. Thirty-five dollars ($35.00) per returned or failed debit, as recovery of Paragus’s bank and handling costs. This fee is in addition to, and does not limit, Paragus’s rights under Sections 5.11, 5.12 and 4.14.

5.8 Suspension. Where an undisputed amount remains unpaid more than fifteen (15) days after its debit date, Paragus may suspend all or part of the services on five (5) business days’ written notice. During suspension Paragus will maintain security monitoring and will not delete Client Data. Restoration may be conditioned on payment of all outstanding amounts. Suspension under this Section is not a breach by Paragus and does not entitle Client to any credit.

5.9 Taxes. Fees exclude taxes. Client is responsible for all taxes other than taxes on Paragus’s income.

5.10 Third-party charges.

(a) Where Paragus procures third-party products or services for Client, Client is responsible for those charges and for compliance with the applicable third-party terms. Paragus’s liability for third-party products is limited as stated in Section 12.5 and in §11.2 of the Client Service Agreement.

(b) Term-committed subscriptions. Where Paragus procures at Client’s request a subscription or license on a commitment term that the publisher does not permit Paragus to cancel or reduce, Client is liable for the charges for the remainder of that commitment term, and on termination of the Agreement those charges become payable, except to the extent the subscription is transferred to Client or its successor provider where the publisher permits and the transfer completes before the effective date of termination. Paragus will tell Client before procuring a subscription that carries a commitment term.

5.11 Interest and cost of collection.

(a) Undisputed amounts not paid by their due date bear interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law, accruing from the due date until paid.

(b) Client shall pay all costs Paragus incurs in collecting any overdue amount, including reasonable attorneys’ fees, court costs, and collection agency fees, whether or not proceedings are commenced. This Section is in addition to any other remedy.

(c) Statutory maximum. Where applicable law limits the aggregate of interest and expenses recoverable rather than the rate of interest alone, the amounts payable under this Section 5.11 and under Section 5.7 shall be reduced so that their aggregate does not exceed that maximum, and any amount collected in excess shall be credited to Client on demand.

5.12 Deposit following default.

(a) Following any failed debit, returned payment, or failure to pay an undisputed amount by its due date, Paragus may require Client to fund and maintain a deposit equal to one (1) month’s Recurring Fee, by written demand.

(b) Client shall fund the deposit within ten (10) business days of demand, and Paragus may debit it under the ACH authorization. Failure to fund is a breach subject to the cure period in Section 4.9 and to Section 5.8.

(c) The deposit is not a prepayment of fees. Paragus may apply it against any amount owed at any time, and Client shall restore it within ten (10) business days of notice that it has been applied.

(d) Return. Where twelve (12) consecutive months pass with no failed debit, returned payment or late payment of an undisputed amount, Paragus shall return the deposit, or credit it to Client’s next invoice, within thirty (30) days. Paragus may require a new deposit under Section 5.12(a) after any later default. On termination, the unapplied balance is returned to Client within thirty (30) days after all amounts owed have been paid. The deposit does not bear interest unless required by law.

5.13 Setoff.

(a) Paragus may set off any amount owed by Client against any credit, deposit, retainer balance, or other amount Paragus holds for or owes to Client.

(b) Client shall not set off, deduct, or withhold any amount owed to Paragus against any claim, counterclaim, or alleged breach, and shall pay all undisputed amounts in full when due, subject only to Section 5.4.

5.14 Cross-default across Statements of Work. Failure to pay any undisputed amount under any SOW is a breach of the Agreement as a whole and of every SOW under it, and Paragus’s rights under Sections 4.7, 4.14, 5.8, 5.12, and 14.2(d) may be exercised across all SOWs.

6. Client Responsibilities

6.1 Cooperation. Client shall provide the access, information, credentials, facilities, and personnel cooperation Paragus reasonably requires. Paragus is not responsible for any failure to perform to the extent caused by Client’s failure to do so, and Paragus’s obligations are suspended for the duration and to the extent of that failure.

6.2 Authorized Requesters. Only an Authorized Requester may request Non-Routine Services or Projects. Paragus is entitled to rely on a request from an Authorized Requester as Client’s authorization to incur billable work, without further approval. Client shall keep its list of Authorized Requesters current and Paragus may rely on the most recent list Client has provided in writing until Client notifies it otherwise in writing.

6.3 Licensing. Client is responsible for holding valid licenses for all software in its environment and shall not require Paragus to install, configure, or maintain software Client is not licensed to use. Paragus may decline to do so.

6.4 Lawful data. Client represents that it has the right to provide Client Data to Paragus and that Paragus’s processing of it as contemplated by the Agreement will not violate any law or third-party right.

6.5 Client-directed configurations. Where Client directs a configuration, retains a third party with administrative access, or declines a Required Security Measure, Section 8 applies.

7. Required Security Measures

7.1 Client obligation. Client shall implement and maintain the Required Security Measures identified in the section of the Service Terms headed Required Security Measures, together with any the SOW adds.

7.2 Waiver on decline. Where Client declines, fails to implement, or does not respond to a Required Security Measure following notice under Section 8, Section 8.3 applies to the absence of that measure, to the extent a loss, claim, incident, or liability arises from or is contributed to by it. The waiver in Section 8.3(b) extends to all claims arising from or relating to that absence, whether framed in contract, tort, statute, or otherwise, and survives termination.

7.3 Changes to the Required Security Measures – no retroactive expansion. Paragus may add to or modify the Required Security Measures in the Service Terms. A new or modified measure has no effect on Client, and does not expand the waiver in Section 7.2, until Paragus has given Client notice of it under Section 8 and the response period in Section 8.2 has elapsed. The waiver in Section 7.2 then applies to that measure only from the end of that response period forward, and never to any event occurring before it.

8. Documented Exception

8.1 Purpose. This Section is the single mechanism by which a risk Paragus has identified, and Client has declined to remediate, transfers to Client. It applies wherever the Agreement refers to a Documented Exception.

8.2 Process.

(a) Notice. Paragus gives Client written notice identifying the condition or recommended measure, the risk Paragus believes it presents, what Paragus recommends, and the response period, which shall be not less than thirty (30) days unless the parties agree otherwise in writing or the condition presents an active threat, in which case Paragus may specify a shorter period reasonable in the circumstances.

(b) Client response. Within the response period Client shall either (i) remediate or authorize Paragus to remediate as Non-Routine Services or a Project, or (ii) decline in writing.

(c) Non-response is a decline. If Client does not respond within the response period, Client is deemed to have declined, and Paragus will send one further written notice recording that fact.

8.3 Consequences of a decline. On decline or deemed decline, and only as to the specific condition and only from the date the response period ends:

(a) Paragus’s obligations that depend on the condition being remediated are suspended; (b) Client assumes the risk of the condition and waives claims against Paragus arising from or contributed to by it; (c) Client’s indemnity under §11.3(b) of the Client Service Agreement applies; and (d) the exception is listed in the Conditions and Exceptions register maintained under the Service Terms.

8.4 Reversal. A Documented Exception ends when Client remediates the condition and Paragus removes it from the Conditions and Exceptions register, which is the Documented Exceptions section of the Responsibility Matrix under the Service Terms. That removal is Paragus’s written confirmation. Suspended obligations resume on removal and not before.

8.5 Client delay. Where Client neither remediates nor declines and instead delays, Section 8.2(c) applies. Paragus is not required to hold obligations open pending a decision Client has not made.

8.6 Where this applies. Without limitation: pre-existing compromise (Service Terms), retention of a prior provider’s backups (Service Terms), Client-provided backup not meeting minimum standards (Service Terms), unresolved conditions in the Responsibility Matrix, Required Security Measures (Section 7), and cyber insurance (Section 14.2).

9. Client Data

9.1 Ownership. Client owns all right, title, and interest in Client Data. Nothing in the Agreement transfers ownership of Client Data to Paragus.

9.2 Use. Paragus will use Client Data only to perform the services, to comply with law, and to enforce the Agreement. Paragus may use aggregated, de-identified data derived from its service delivery for its own operational, security, and service-improvement purposes, provided it does not identify Client or any individual and is not disclosed in a form that does.

9.3 Security. Paragus will maintain reasonable administrative, technical, and physical safeguards appropriate to the services, including the security measures 201 CMR 17.00 requires of a service provider in respect of personal information Paragus receives from Client. This obligation is qualified by Sections 6.1, 7.2, and 8.3 where Client has not implemented a measure on which a safeguard depends.

9.4 Post-termination retention and deletion.

(a) Paragus will retain Client Data in its possession or control for sixty (60) days after the effective date of termination.

(b) Return. On written request received during the retention period Paragus will return Client Data in a commercially reasonable format, as Non-Routine Services at its then-current rate.

(c) Extended retention. Paragus will retain Client Data beyond sixty (60) days only under a written agreement providing for payment.

(d) Deletion. After the retention period Paragus may delete Client Data and has no further obligation in respect of it. Client shall indemnify and hold Paragus harmless from all claims, losses, and liabilities arising from deletion in accordance with this Section 9.4.

(e) Scope. This Section 9.4 applies only to Client Data in Paragus’s possession or control. It does not apply to data residing in systems, tenants, or accounts owned or controlled by Client, including Client’s Microsoft 365 or Google Workspace tenant, which remain Client’s responsibility at all times.

(f) Paragus may retain Client Data as required by law or by a Compliance Addendum, subject to Section 10 for as long as retained.

9.5 Artificial intelligence and Client Data.

(a) Paragus uses AI-assisted tooling in delivering the Services, and Client Data may be processed by that tooling.

(b) That processing may involve third-party service providers. Paragus will use a third-party AI service to process Client Data only under written terms that prohibit the provider from using Client Data to train or improve any model or service made available to any third party.

(c) Paragus will not use Client Data to train, fine-tune, or improve any model or service made available to any third party. Section 9.2 continues to govern Paragus’s use of aggregated, de-identified data.

(d) Client Data processed by AI-assisted tooling remains Confidential Information and remains subject to Sections 9.3 and 10. Nothing in this Section reduces any obligation Paragus owes in respect of Client Data.

(e) Where a Compliance Addendum applies, its restrictions on the processing, location, or disclosure of regulated data control over this Section to the extent of any conflict.

9.6 Notice of unauthorized access. Where Paragus knows or has reason to know that Client Data in Paragus’s possession or control has been accessed, acquired or used without authorization, Paragus will notify Client as soon as practicable and without unreasonable delay, and in any event within any period applicable law requires, including M.G.L. c. 93H §3(a) where it applies. A Compliance Addendum may set a shorter period, and Section 16.4 continues to apply to containment action. Notice under this Section is not an admission of fault or liability.

10. Confidentiality

10.1 Obligation. Each party shall hold the other’s Confidential Information in confidence, use it only for the Agreement, and disclose it only to personnel and contractors with a need to know who are bound by obligations no less protective.

10.2 Confidential Information means non-public information disclosed by either party, including Client Data, Paragus Materials, pricing, security configurations, and the terms of any SOW. It excludes information that is or becomes public without breach, was known to the recipient without obligation, is independently developed without use of the discloser’s information, or is rightfully received from a third party without restriction.

10.3 Compelled disclosure. A party may disclose Confidential Information to the extent legally compelled, having given the other prompt notice where lawful and reasonable cooperation in seeking protective treatment.

10.4 Duration. Three (3) years after termination, except that Client Data, personal information, and information constituting a trade secret remain confidential for as long as they retain that character.

10.5 Limitation of liability applies. Liability for breach of this Section 10 is subject to §10.2 of the Client Service Agreement.

11. Intellectual Property

11.1 Paragus Materials. Paragus owns and retains all right, title, and interest in Paragus Materials. Nothing in the Agreement assigns or transfers any Paragus Materials to Client. This includes tools, scripts, automations, configurations, templates, runbooks, methodologies, and know-how of general application, whether developed before or during the term, and whether or not developed in the course of performing services for Client.

11.2 Client license. Paragus grants Client a non-exclusive, non-transferable license to use Paragus Materials solely to the extent embedded in a deliverable and solely for Client’s internal business purposes, during the term and, for deliverables paid in full, after it.

11.3 Client Deliverables. Client owns deliverables created by Paragus specifically for Client and paid for in full, excluding any Paragus Materials embedded in them, which remain subject to Section 11.2. Documentation of Client’s own environment, prepared for Client, is a Client Deliverable.

11.4 Client materials. Client owns and retains all right, title, and interest in Client Data and Client’s own intellectual property.

11.5 Feedback. Paragus may use suggestions and feedback without obligation.

12. Warranties and Disclaimers

12.1 Paragus warranty. Paragus warrants that it will perform the services in a professional and workmanlike manner consistent with generally accepted industry practice.

12.2 Sole remedy. Client’s sole and exclusive remedy for breach of Section 12.1 is that Paragus will re-perform the deficient services at no additional charge, provided Client notifies Paragus in writing within thirty (30) days of the performance in question. Where re-performance is not commercially practicable, Paragus will credit the fees attributable to the deficient services.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE SERVICES ARE PROVIDED “AS IS” AND PARAGUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.4 No guarantee of outcome. Paragus does not warrant or guarantee that:

(a) any system will be uninterrupted, error-free, or continuously available; (b) any environment will be free of malware, ransomware, unauthorized access, or other compromise; (c) any response time, resolution time, or other performance figure will be achieved – all such figures published by Paragus or stated in the Service Terms or any SOW are targets and not guarantees, and failure to meet one is not a breach of the Agreement; or (d) any recovery point or recovery time objective will be met – Paragus makes no RPO or RTO commitment and any such figure, if stated anywhere, is expressly disclaimed.

This Section disclaims guarantees of outcome. It does not relieve Paragus of liability for negligently performing an obligation it expressly undertook in the Agreement, which remains recoverable within the limits in §10 of the Client Service Agreement, including §10.6.

12.5 Third-party products. Third-party products and services are provided subject to their own terms and warranties. Paragus makes no warranty in respect of them and passes through such third-party warranty as it holds and is permitted to pass through, and no more.

12.6 Client policies. Paragus will comply with Client’s written policies and procedures only to the extent Paragus has accepted them in writing in advance. Paragus is not bound by any policy it has not accepted, or by changes to an accepted policy it has not accepted.

13. Limitation of Liability

13.1 Where it is. The limitation of liability, the exclusion of consequential damages, the treatment of criminal acts of third parties, the waiver of subrogation, the limitations period and the Massachusetts chapter 93A provision are set out in §10 of the signed Client Service Agreement. They apply to every claim under or relating to the Agreement, including a claim under these Universal Terms, the Service Terms, any SOW or any Compliance Addendum. They are not part of these Universal Terms and are not amendable under Section 18.

14. Insurance

14.1 Paragus. Paragus shall maintain, at its own cost:

(a) professional liability (errors and omissions) and cyber liability insurance with a combined limit of not less than one million dollars ($1,000,000); and

(b) commercial general liability insurance of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate.

Paragus will provide a certificate on request. The existence, limits, or proceeds of any Paragus insurance do not increase, decrease, or otherwise affect the cap in §10.1 of the Client Service Agreement, and no claim against Paragus is limited to or measured by insurance recovery.

14.2 Client cyber insurance.

(a) Standard. Client shall maintain cyber liability insurance appropriate to the size, sector, and risk profile of its business.

(b) Evidence. Client shall provide a certificate of insurance evidencing that coverage on Paragus’s written request, and in any event annually.

(c) Where Client does not maintain such coverage, does not provide evidence within thirty (30) days of a written request, or where in Paragus’s reasonable judgment the coverage maintained is materially inadequate to Client’s size, sector, and risk profile, the Documented Exception process in Section 8 applies. On decline or deemed decline, Client assumes the risk of uninsured and underinsured loss and waives claims against Paragus to the extent a loss would have been covered by coverage appropriate to Client’s business had it been in force.

(d) Termination right. Where Client has not maintained appropriate coverage, or has not provided evidence of it, for more than sixty (60) days following notice under Section 8, Paragus may terminate the Agreement on thirty (30) days’ written notice. This right is in addition to Section 4.3(b) and is not subject to the restriction in that Section. No amount is payable under Section 4.5 on a termination under this Section 14.2(d) (Section 4.5(c)(iv)).

15. Indemnification

15.1 Where it is. Each party’s indemnity obligations, and the procedure for them, are set out in §11 of the signed Client Service Agreement. They are not part of these Universal Terms and are not amendable under Section 18.

16. Incident Response Authority

16.1 Authority to contain. Where Paragus reasonably believes a security incident is occurring or has occurred, Paragus may take immediate containment action without Client’s prior consent, including isolating or disconnecting systems, disabling accounts or access, blocking network traffic, suspending services, and taking systems offline.

16.2 Client acknowledgment. Client acknowledges that containment action necessarily causes business interruption and may cause loss of in-flight or unsaved data, and that acting quickly is generally preferable to acting with Client’s prior consent. Client authorizes Paragus to act on that basis.

16.3 Safe harbor. Paragus is not liable for business interruption, lost data, lost revenue, or other loss resulting from containment action taken in good faith under Section 16.1, including where it is later determined that no incident occurred or that a lesser action would have sufficed. This Section does not limit Paragus’s liability for the underlying incident to the extent the Agreement otherwise provides.

16.4 Notice. Paragus will notify Client’s designated contact as promptly as practicable and in any event within twenty-four (24) hours of taking action under Section 16.1 or, where that action is taken outside Client’s help desk hours under its Service Terms, by the end of Client’s next business day, whichever is later, and will keep Client reasonably informed.

16.5 Investigation and remediation are billable. Incident investigation, forensics, remediation, and recovery are Non-Routine Services at the standard non-routine rate stated in the Service Terms, except to the extent the Agreement expressly includes them or the incident resulted from Paragus’s breach of Section 12.1.

16.6 Client obligations. Client shall notify Paragus promptly on becoming aware of a suspected incident and shall not take unilateral containment or remediation action without notifying Paragus, where doing so could destroy evidence or interfere with containment.

16.7 Regulated clients. Where a Compliance Addendum applies, its notification and reporting provisions control over this Section to the extent of any conflict.

17. Assignment, Change of Control and Transactions

17.1 Paragus assignment. Paragus may assign the Agreement, in whole or in part: (a) to an affiliate; (b) in connection with a reorganization, restructuring, entity conversion, or change of Paragus’s corporate form; or (c) to a successor in interest by merger, acquisition, or sale of all or substantially all of the assets of the relevant business, in each case without Client’s consent, provided the assignee assumes Paragus’s obligations. Paragus will notify Client of any assignment under this Section.

17.2 Client assignment. Client may not assign the Agreement without Paragus’s prior written consent, which shall not be unreasonably withheld. Consent is conditioned on the assignee’s written assumption of the Agreement.

17.3 Notice of Client transaction. Client shall notify Paragus in writing of any sale of all or substantially all of its assets, change of control, merger, consolidation, reorganization, or dissolution, promptly upon execution of a definitive agreement and in any event not fewer than thirty (30) days before closing, whichever occurs first.

17.4 Non-assumed asset sale. Where Client sells all or substantially all of its assets and the purchaser does not assume the Agreement in writing:

(a) the Agreement terminates at closing; (b) all fees that would have become payable through the Notice Period applicable under Section 4.4 become immediately due and payable at or before closing; and (c) Client shall ensure those amounts are paid from the transaction proceeds at or before closing.

17.5 Failure to give notice. Where Client does not give the notice required by Section 17.3, the amounts payable under Section 17.4(b) are not waived and survive closing as an obligation of Client and of any successor to Client’s business.

17.6 No seller guarantee. Nothing in this Section requires any shareholder, member, officer, or principal of Client to guarantee Client’s obligations personally.

17.7 Confidentiality of transaction notice. Notice under Section 17.3 is Client’s Confidential Information and is subject to Section 10. Client’s confidentiality concerns are not a basis for withholding it; Paragus’s obligations under Section 10 apply to it in full.

17.8 Successors. The Agreement binds and benefits the parties and their respective successors and permitted assigns.

17.9 Subcontractors and third-party providers. Paragus may use subcontractors and third-party service providers in performing the Agreement. Paragus remains responsible to Client for their performance of Paragus’s obligations as if it were Paragus’s own, and shall bind each one that receives Client’s Confidential Information to obligations of confidentiality no less protective than Section 10. This Section does not make Paragus responsible for a third-party product, which Section 12.5 governs, or for any provider Client engages directly.

18. Amendment of These Universal Terms

18.1 How these Universal Terms change. Paragus may amend these Universal Terms only in accordance with this Section 18, and §12.2 of the Client Service Agreement applies.

18.2 Timing. Paragus may amend these Universal Terms at any time by notice under Section 18.3. An amendment takes effect on the date stated in that notice. Paragus gives that notice at the same time to every client whose Agreement pins the version being changed.

18.3 Notice. Not less than forty-five (45) days before an amendment takes effect, Paragus shall give Client written notice that:

(a) identifies the new version number and its effective date for Client; (b) includes a plain-language summary of what has changed and its practical effect, not merely a redline or a link; (c) states Client’s right to reject under Section 18.4 and the date by which it must be exercised; and (d) provides access to the full text of both the current and the new version.

18.4 Client’s right to reject. Client may reject an amendment by written notice to Paragus given before the amendment’s effective date for Client, identifying the amendment rejected. On timely rejection:

(a) the Agreement terminates effective on the amendment’s effective date for Client; (b) no Notice Period under Section 4.3(a) applies, no termination fee, penalty, early-termination charge, or accelerated amount is payable, and no amount is payable under Section 4.5; (c) Client remains liable for fees for services performed through the termination date; and (d) transition assistance is available as Non-Routine Services under Section 4.12(c).

A Client that does not reject before the amendment’s effective date is bound by the amendment from its effective date, and Section 4.3(a) is its remaining route to terminate.

18.5 No retroactive effect. Section 1.3 applies to every amendment.

18.6 Severability preserving the pinned version. If this Section 18 or any part of it is held invalid or unenforceable, §4.5 of the Client Service Agreement keeps the pinned version in force, and the remainder of the Agreement is unaffected.

18.7 Service Terms are different. The Service Terms change only as §4.3 of the Client Service Agreement provides and are not subject to this Section 18.

18.8 Incorporated framework exhibits. An amendment to an incorporated framework exhibit under Section 18.10(b) additionally requires Client’s written acknowledgment of receipt before it takes effect for that Client. Acknowledgment is not consent and does not waive Section 18.4. Where Client does not acknowledge, the pinned version of that exhibit continues to apply. An amendment to these Universal Terms alone needs no acknowledgment, whether or not a Compliance Addendum applies.

18.9 Negotiated terms. §9.2 of the Client Service Agreement governs a negotiated term.

18.10 Signed and incorporated framework exhibits.

(a) A framework exhibit that states it is signed forms part of the Agreement only when executed by both parties, is not published online, is not version pinned under Section 1.2, and is amendable only by a writing signed by both parties. Section 18 does not apply to it. The HIPAA Business Associate Agreement is a signed exhibit.

(b) A framework exhibit that states it is incorporated by reference is published, version pinned in the Compliance Addendum, and amendable under this Section 18 subject to Section 18.8. The CMMC exhibit and the PCI DSS exhibit are incorporated exhibits.

(c) Where a signed exhibit and an incorporated exhibit conflict, the signed exhibit controls.

19. Dispute Resolution

19.1 Dispute resolution, including the escalation that must come first, arbitration, the waiver of jury trial, governing law and venue, is set out in §7 of the signed Client Service Agreement and not in these Universal Terms. Those provisions are deliberately not incorporated by reference.

20. Notices

20.1 Form. Notices under the Agreement shall be in writing and delivered by (a) email to the address designated by the recipient, (b) nationally recognized overnight courier, or (c) certified mail, return receipt requested.

20.2 Email is effective on its own. Notice by email to the designated address is effective on transmission, provided the sender does not receive a delivery failure notification. No confirming copy by mail or courier is required for any notice under the Agreement.

20.3 Designated addresses. Each party’s notice address is as stated in the signed Client Service Agreement or as later designated in writing.

20.4 Notices requiring a caption. A Notice of Material Breach under Section 4.8 and a rejection under Section 18.4 must comply with the requirements of those Sections in addition to this Section 20.

21. General

21.1 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

21.2 Non-solicitation of Paragus personnel.

(a) During the term and for twelve (12) months after termination, Client shall not directly or indirectly solicit for employment or engagement, or employ or engage, any Paragus employee or contractor who performed services for Client under the Agreement within the twelve (12) months preceding the solicitation, employment, or engagement.

(b) Section 21.2(a) does not restrict Client from (i) placing a general advertisement or solicitation not targeted at Paragus personnel, or (ii) employing or engaging a person who responds to such a general solicitation, provided Client initiated no other contact with that person in respect of employment.

(c) Placement fee. Where Client employs or engages a person in breach of Section 21.2(a), Client shall pay Paragus a placement fee equal to thirty percent (30%) of that person’s total cash compensation for the first twelve (12) months of that employment or engagement, due within thirty (30) days of that person’s start date. The parties agree that this fee is a reasonable estimate of Paragus’s cost of recruiting, hiring, and training a replacement with equivalent knowledge of Client’s environment, and that it is compensation for that cost and not a penalty. Payment of the placement fee is Paragus’s sole monetary remedy for a breach of Section 21.2(a), and does not limit §7.1(b)(ii) of the Client Service Agreement.

(d) This Section does not restrict Paragus, which may employ or engage any person, including any employee or contractor of Client.

21.3 Force majeure. Neither party is liable for failure or delay caused by an event beyond its reasonable control, provided it notifies the other promptly and resumes performance as soon as practicable. This Section does not excuse Client’s payment obligations for services performed.

21.4 Survival. Sections 1.3, 2, 3, 4.5, 4.6, 4.13, 4.14, 4.15, 5 (as to accrued amounts), 5.2A, 5.10(b), 5.11, 5.12, 5.13, 7.2, 8.3, 9.1, 9.4, 9.6, 10, 11, 12.3, 12.4, 14.2(c), 16.3, 17.4, 17.5, 18.5, 18.6, 19, 20, and 21 survive termination.

21.5 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, or if it cannot be, severed, and the remaining provisions remain in full force. §§4.5 and 10.9 of the Client Service Agreement and Section 18.6 of these Universal Terms apply in preference to this Section 21.5 as to the provisions they address.

21.6 Governing law and venue. §7.4 of the Client Service Agreement governs.

21.7 Entire agreement and amendment. §12.1 of the Client Service Agreement states the entire agreement, and §12.2 of it states how the Agreement may be amended.

21.8 No waiver. Failure or delay in exercising a right is not a waiver of it.

21.9 Headings and drafting. Headings are for convenience only. The Agreement shall not be construed against either party as drafter.