Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the OpsMerge platform (“Service”) provided by Direct IT Services UK Ltd, a company registered in England and Wales, trading as OpsMerge (“OpsMerge”, “we”, “us”, or “our”).

By accessing or using the Service, 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 to these Terms.

1. Service Description

OpsMerge is a cloud-based IT documentation platform designed for Managed Service Providers (MSPs). The Service enables you to create, manage, and share IT documentation including network configurations, standard operating procedures, client information, and related technical records.

2. Account Terms

• You must be at least 18 years of age to create an account and use the Service.
• You must provide accurate, complete, and current information when creating your account and keep it up to date.
• Each account is for a single named individual. Login credentials must not be shared with others. Each person who accesses the Service must have their own account.
• You are responsible for maintaining the security of your account credentials, including multi-factor authentication (MFA) recovery codes.
• You must notify us immediately at [email protected] if you become aware of any unauthorised use of your account.

3. Subscriptions and Billing

3.1 Subscription Plans

The Service is offered on a subscription basis with monthly and annual billing options. Details of available plans and pricing are published on our website. Annual subscriptions are billed in advance for the full year.

3.2 Auto-Renewal

Subscriptions automatically renew at the end of each billing period (monthly or annually) unless cancelled before the renewal date. You may cancel auto-renewal at any time through your account settings.

3.3 Price Changes

We may adjust subscription pricing from time to time. We will provide at least 30 days’ written notice of any price increase via email. Price changes take effect at the start of your next billing period following the notice period. If you do not agree with a price change, you may cancel your subscription before it renews at the new rate.

3.4 Refunds

Monthly subscriptions are non-refundable. Annual subscriptions may be eligible for a pro-rata refund if cancelled within the first 30 days of the annual term, at our discretion.

4. Free Trial

We offer a 14-day free trial of the Service. No credit card is required to start a trial. During the trial period, you have access to the full features of the applicable plan.

At the end of the trial period, your account will be prompted to convert to a paid subscription. If you choose not to subscribe, your account will be suspended. Trial data will be retained for 30 days after trial expiry, after which it may be permanently deleted.

5. Your Data

5.1 Ownership

You retain all rights, title, and interest in and to any data, content, and information you upload, create, or store within the Service (“Customer Data”). OpsMerge claims no ownership over Customer Data.

5.2 Data Processing

With respect to any personal data contained within Customer Data, you are the data controller and we are the data processor. Our processing activities are governed by our Data Processing Agreement.

5.3 Data Export

You may export your Customer Data at any time during your active subscription through the export functionality provided within the Service. We support standard export formats to facilitate data portability.

6. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, which forms part of these Terms. You agree not to use the Service in any manner that violates applicable laws, infringes the rights of others, or interferes with the operation of the Service.

7. Intellectual Property

7.1 OpsMerge IP

The Service, including all software, design, text, graphics, logos, icons, and the overall look and feel, is owned by Direct IT Services UK Ltd and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Service other than the limited right to use it in accordance with these Terms.

7.2 Customer Content

You retain ownership of all content you create or upload to the Service. By using the Service, you grant us a limited, non-exclusive licence to host, store, process, and display your content solely for the purpose of providing the Service to you.

7.3 Feedback

If you provide us with suggestions, ideas, or feedback about the Service, you grant us a royalty-free, worldwide, perpetual licence to use, modify, and incorporate that feedback into the Service without restriction or obligation.

8. Service Availability

We strive to maintain high availability for the Service as set out in our Service Level Agreement. We may occasionally perform scheduled maintenance, which typically takes place during planned maintenance windows. We will provide reasonable advance notice of scheduled maintenance that may affect service availability.

9. Limitation of Liability

9.1 Cap on Liability

To the maximum extent permitted by applicable law, the total aggregate liability of OpsMerge arising out of or in connection with these Terms or the use of the Service shall not exceed the total fees paid by you to OpsMerge in the 12 months immediately preceding the event giving rise to the claim.

9.2 Exclusion of Damages

To the maximum extent permitted by applicable law, in no event shall OpsMerge be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or loss of goodwill, however caused and on any theory of liability, even if OpsMerge has been advised of the possibility of such damages.

9.3 Exceptions

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

10. Indemnification

10.1 Your Indemnification

You agree to indemnify and hold harmless OpsMerge and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Service in violation of these Terms; (b) your breach of any applicable law; or (c) any Customer Data you upload to the Service.

10.2 Our Indemnification

We will indemnify and hold you harmless from and against any third-party claims that the Service, as provided by us, infringes the intellectual property rights of a third party, provided that you give us prompt notice of the claim, reasonable assistance, and sole control of the defence and settlement.

11. Termination

11.1 Termination by You

You may terminate your subscription at any time with 30 days’ notice through your account settings or by contacting us at [email protected]. Your access will continue until the end of your current billing period.

11.2 Termination by Us

We may terminate or suspend your account immediately, without prior notice, if you materially breach these Terms, including but not limited to violations of the Acceptable Use Policy, failure to pay fees, or engaging in activity that threatens the security or integrity of the Service. For non-material breaches, we will provide 30 days’ written notice and an opportunity to cure.

11.3 Effect of Termination

Upon termination, you will have a 30-day window to export your Customer Data using the Service’s export tools. After this 30-day period, all Customer Data will be permanently deleted from our systems in accordance with our data retention policy. Provisions that by their nature should survive termination (including limitation of liability, indemnification, and governing law) will survive.

12. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms, both parties agree to first attempt to resolve the matter through good faith negotiation for a period of at least 30 days. If the dispute cannot be resolved amicably, it shall be submitted to the exclusive jurisdiction of the courts of England and Wales.

13. Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

14. General Provisions

14.1 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.2 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, Data Processing Agreement, and Service Level Agreement, constitute the entire agreement between you and OpsMerge regarding the use of the Service and supersede all prior agreements and understandings.

14.3 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets upon notice to you.

14.4 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or third-party service outages.

15. Contact

If you have any questions about these Terms, please contact us:

• Email: [email protected]
• Website: opsmerge.cloud

Direct IT Services UK Ltd, trading as OpsMerge.