Terms & Conditions

1. How to read these terms

1.1 These Terms & Conditions ("Terms") apply to the BentoBox managed Apple device service supplied by Clarus24 ("Clarus24", "we") to the customer named on the order form ("Customer", "you"). Together with the documents in clause 1.3 they form the whole agreement between us ("Agreement").

1.2 The Agreement is formed when you sign an order form, or when you complete an online purchase and we issue an order acknowledgement, whichever happens first.

1.3 Order of precedence. Where documents conflict, the following order applies, highest first:

1. the signed order form;
2. the Statement of Work for the plan purchased ("SOW");
3. the Service Design Document agreed at the end of onboarding Phase 1 ("SDD");
4. these Terms;
5. any other document referenced by any of the above.

Service levels and plan entitlements are stated in these Terms and in your SOW. Where a SOW issued before the effective date of this version states a shorter response target, a longer support window or a larger entitlement than these Terms, that SOW provision continues to apply to you for the remainder of its term, notwithstanding clause 1.3. In every other respect clause 1.3 governs.

1.4 Headings are for navigation only. "Including" means "including without limitation". References to writing include email to the addresses recorded in the SDD. Business days and hours are those of your nominated location, as recorded in the SDD (clause 5.1).

1.5 If any part of these Terms is unclear to you before you sign, ask us and we will answer in writing. An answer we give in writing before signature is binding on us.

2. Definitions

Terms used throughout are defined here. Technical definitions in Appendix A of your SOW also apply.

3. The service

3.1 BentoBox is a single annual subscription that bundles the management platform licence, the onboarding project, ongoing lifecycle operations, security operations and human support into one per-device price. There is no separate implementation fee and no professional-services invoice for onboarding.

3.2 Plans. Three plans are available. Your plan is stated on the order form.

Prices are indicative of the published list rate at the date of these Terms. The price that binds is the one on your order form.

3.3 Devices in scope. Mac on macOS 14 or later; iPhone and iPad on iOS/iPadOS 17 or later; Apple TV on tvOS 17 or later; Apple Vision Pro on request and subject to platform capability. Devices running an operating system that no longer receives Apple security updates are out of support until remediated; bringing them current is part of onboarding.

3.4 The platform. BentoBox is delivered on Addigy on every plan — Apple-native management for macOS, iOS, iPadOS and tvOS. On Mac, the Addigy agent gives live device state and real-time remote control rather than check-in-cycle visibility. iPhone, iPad and Apple TV are managed over Apple’s MDM protocol, where no agent exists and remote screen control, remote terminal and scripted automation are not available. Enterprise 360 adds the Addigy Security Suite: SentinelOne Singularity EDR, SentinelOne Vigilance for 24×7 managed detection and response, real-time auto-remediating compliance, and Microsoft Entra conditional access. Conditional access requires you to hold a valid Microsoft Entra ID entitlement, which is not supplied by Clarus24 (clause 10.1); we configure and operate the device-side integration, while the Conditional Access policy itself remains yours under clause 9.3.

3.5 Licences and existing entitlements. Platform and security licences are included in the per-device fee for the term. Where you already hold a valid Addigy or SentinelOne entitlement and wish to keep it, tell us before the SDD is signed off. The licence element is then removed from your price as a separate, itemised credit line on the order form, so you pay less; the managed-service element of the fee is unchanged. Included licences are supplied for use solely in connection with the service and terminate when the Agreement ends.

3.5.1 Migrating from another platform. Where you are moving from an incumbent management platform at the point of order, that migration is delivered inside the onboarding project at no additional charge, provided it is identified before the SDD is signed off. It covers extraction of the existing configuration and inventory, mapping of policies and application packages, staged re-enrolment with a documented rollback point, and decommissioning of the outgoing tenant.

3.6 Licence portability. A subscription licence is tied to neither a specific device nor a specific user. You may reassign it at any time.

4. Onboarding and commencement

4.1 Onboarding is a fixed-scope project delivered at no additional charge, in five phases: discovery and design; platform build; pilot; fleet enrolment; enablement, acceptance and handover.

4.2 Target duration. Three business days from the later of (a) receipt of a signed order form and (b) receipt of all Customer prerequisites in clause 8.1. This is a target, not a warranty, and no service credit or other remedy attaches to it. Where a prerequisite is late or incomplete, the target date moves and the revised date is confirmed to you in writing before work begins.

4.2.1 What can extend it. Fleets above 250 devices, estates requiring migration from an incumbent platform, non-standard hardware or unsupported operating system versions, regulatory baselines requiring bespoke validation, and any delay in end-user availability where Apple requires user consent. Where any of these apply we say so, in writing, before the target date is agreed.

4.3 Service Commencement Certificate. At the end of Phase 5 we issue a certificate listing the enrolled estate, the policies in force and the agreed support model. Your countersignature — or five business days without written objection — sets the Service Commencement Date.

4.4 Support and service levels are delivered on a best-efforts basis during onboarding and are formally measured from the Service Commencement Date.

5. Service levels

5.1 Support Window. Support is delivered in your local business time zone — the time zone of your principal place of business, or of the site you nominate on the order form. It is fixed at order and recorded in the SDD.

5.1.1 Local business days and holidays. Your local business week (for example Monday–Friday, or Sunday–Thursday) is selected at order. Public holidays observed at your nominated location are excluded from business-hours plans; you supply the list at the start of each calendar year, and if you do not, we apply the public holidays of your country.

5.1.2 Multi-region estates. Where your users sit across several time zones, you may either nominate a single window for the whole estate, or purchase a separate window per region, priced per device in that region. Enterprise 360 needs neither, being continuous.

5.2 Priority definitions. Priority is set by impact, not by who reports it. We assign the initial priority; you may challenge it and we will re-assess immediately.

5.3 Response targets. Measured from the time a Request is raised through an accepted channel to the time a Clarus24 engineer makes substantive contact. Targets apply within your plan’s Support Window.

5.4 Response, not restoration. These are Response targets. We do not commit to a fixed restoration time, because time to resolve depends on the fault, on vendor response, and on systems outside the managed scope (clause 9). We do commit to continuous ownership of an open P1 or P2 until it is resolved or formally handed back to you in writing.

5.5 When the clock pauses. The Response and progress clock pauses, and the pause is recorded on the ticket, while we are waiting on: information or approval from you; end-user availability where the action requires user consent; access you have not yet granted; or a third party whose system has been identified as root cause under clause 9. The clock resumes when the dependency clears.

5.6 Escalation. Level 1 service desk engineer; Level 2 Apple platform specialist; Level 3 senior endpoint architect; Level 4 service delivery management and, where required, the Clarus24 executive sponsor. You may escalate directly to Level 4 at any time. Named individuals are recorded in the SDD and refreshed at each service review.

5.7 Availability. We target 99.9% availability of the managed platform and of the support channels, measured monthly and reported to you. Availability is a measured target: the service credits in clause 6 attach to the Response targets in clause 5.3 and not to availability. Availability of an underlying vendor cloud is governed by that vendor’s own service level agreement, which we will pursue and enforce on your behalf.

5.8 Measurement and transparency. SLA attainment is measured monthly and published in your service report, including every ticket that missed its target and why. We will not quietly re-classify a ticket to protect a statistic; any priority change is logged with a reason and is visible to you.

6. Service credits

6.1 If, in any calendar month, we fail to meet the Response targets in clause 5.3 for the percentage of qualifying Requests shown below, you may claim a service credit against the Monthly Fee.

6.2 Cap. Total credits in any single month will not exceed 30% of that month’s Monthly Fee. Total credits in any 12-month period will not exceed 10% of the annual fee for that period.

6.3 Claiming. Credits are not automatic. Claim in writing within 30 days of the service report that evidences the miss. We will validate against the same report and confirm within 15 business days. Approved credits are applied to the next invoice, or refunded within 30 days if no further invoice is due.

6.4 Exclusions. No credit is due where the miss is attributable to: any period in which the clock was properly paused under clause 5.5; a fault whose root cause falls outside the managed scope under clause 9; a Force Majeure Event; your failure to meet clause 8; a Request raised outside your Support Window and responded to within target at the start of the next window; unpaid invoices more than 30 days overdue; or a change you asked us to make.

6.5 Sole financial remedy. Service credits are your sole and exclusive financial remedy for a missed Response target, save that they do not limit: the pro-rata refund on chronic failure under clause 6.7; your right to a written improvement plan under clause 6.6; or your right to terminate for material breach under clause 6.7 or clause 21.2.

6.6 Improvement plan. Where attainment falls below 90% in any month, or below 95% in two consecutive months, we will produce a written improvement plan within 10 business days, with named owners and dated actions, and review it with you at each service review until attainment is restored.

6.7 Chronic failure. If attainment is below 85% in any three months within a rolling six-month period, that is a material breach and you may terminate the affected plan on 30 days’ written notice, with a pro-rata refund of fees paid for the unexpired term.

7. Entitlements and fair use

7.1 Your plan entitlements are set out in your SOW and summarised below. There are no other caps, usage meters or exclusions beyond those stated in the Agreement.

7.1.1 Remote access and consent. Remote screen control, remote terminal and scripted automation are macOS capabilities of the Addigy agent and are not available on iPhone, iPad or Apple TV. Remote screen control is attended: a session cannot start without the end user accepting the prompt on their device, every session is logged, and the log is available to you on request. Remote terminal and scripted automation run unattended by design and are used only to deliver the service — configuration, patching, remediation and diagnostics. We do not use them to access end-user personal content (clause 15.3).

7.2 What counts as one Request. A Request is a single reported issue or a single service request, regardless of how many exchanges it takes to close. A recurring fault reported by several users is one Request. A batch action requested in one ticket — for example onboarding five joiners — is one Request.

7.3 Monthly allowances. An allowance resets on the monthly anniversary of the Service Commencement Date and does not accumulate.

7.4 Fair use. Where an entitlement is stated as unlimited, it means unlimited for normal business use by the enrolled user population. It is not intended to cover project work, bulk migrations, application development, or support for users and devices outside the Agreement. If usage is materially inconsistent with a comparable estate of the same size, we will raise it at the service review and agree a course of action with you before any charge is proposed.

8. Customer responsibilities

8.1 Before onboarding begins you will provide: a nominated project owner with authority to approve the SDD; an Apple Business Manager or Apple School Manager tenant with Clarus24 added as administrator; administrative access to your identity provider sufficient to configure directory integration and single sign-on; a complete device inventory including serial numbers, assigned users and current management state; network readiness, with Apple Push Notification service and vendor endpoints reachable and any proxy or TLS-inspection exclusions applied; and written confirmation of any regulatory or contractual baseline the device configuration must meet.

8.2 Throughout the term you will: keep the device inventory and user assignment accurate and notify us of joiners, movers and leavers; maintain valid licences for all Customer-supplied software deployed through the service; ensure end users comply with the acceptable-use and security policies enforced through the platform; provide reasonable end-user availability for actions requiring user consent; respond to our requests for approval, information or access within a reasonable period and attend agreed service reviews; maintain the network, identity and third-party systems on which the service depends; and escalate any change in your regulatory environment that affects the device baseline.

8.3 The three-day clock in clause 4.2 does not start until every item in clause 8.1 is in place. Delay in any of them moves the onboarding target date. The revised date is confirmed in writing. Persistent failure to meet clause 8.2, after written notice and a reasonable opportunity to correct, entitles us to the relief in clause 21.3.

9. Issue ownership and the dependency boundary

9.1 We own Apple devices, the Apple operating systems, the managed platform tenant, the policies and applications deployed through it, and the identity integration at the device layer.

9.2 What we do on every ticket, whatever the eventual root cause: take the ticket, triage it and drive the diagnosis to a determined root cause; establish and evidence where the fault actually lies, with logs, console or packet-level evidence and a reproducible test where one exists; issue a written root cause analysis in plain language; provide specific, actionable remediation recommendations including configuration detail, values or firmware level wherever we can determine them; join a joint troubleshooting call with your team or the responsible vendor and supply the technical evidence; and re-test and confirm closure once the fix is applied.

9.3 Where the boundary falls. The following are outside the managed scope. Where a fault is diagnosed to one of them, implementation of the fix sits with you or with the responsible third party.

9.4 How those tickets are handled. The ticket is re-categorised as an external dependency and you are told in writing at the moment that determination is made, not at closure. The clock pauses while it sits with you or a third party and resumes if it returns to us. The ticket is not closed unilaterally: it stays open, tracked by us, until you confirm the fix, agree a workaround, or ask for closure. Where we can supply a mitigation on the Apple side — a policy change, a profile, a workaround, a script — we do so at no extra charge even though the root cause is external. Recurring external dependencies are reported as a trend at the service review with a recommendation, so they are fixed once rather than absorbed repeatedly.

9.5 Where you would prefer us to own remediation of those domains too, that is available under IT Staff Augmentation or the infrastructure add-ons.

10. Out of scope, and add-ons

10.1 The following are not included in the fee: hardware, hardware repair costs, accessories and consumables (we coordinate Apple warranty and repair, we do not fund it); AppleCare for Enterprise and AppleCare+ contracts; licences for your applications, Microsoft 365, Google Workspace and other third-party software; Windows, Linux, Android and ChromeOS endpoint management; server, network, firewall and datacentre infrastructure management; application development and custom in-house packaging beyond the managed catalogue; data backup, archiving and recovery unless purchased as an add-on; support for devices that are not enrolled, are jailbroken, are outside the supported operating system range, or are personally owned and unmanaged; physical installation, cabling and asset logistics unless separately scoped; and regulatory audit representation, certification and legal advice.

10.2 Add-ons available and quoted separately: BentoBox Threat Shield; SOC as a Service; Incident Response Retainer; IT Staff Augmentation; Backup and recovery; Extended support window.

11. Commercial terms

11.1 Price and currency. Fees are per Managed Device per year as stated on the order form, in United States Dollars unless otherwise agreed. AED, INR and GBP equivalents are available on request at the prevailing rate, fixed for the term.

11.2 Term. The Initial Term is 12 months from the Service Commencement Date.

11.3 Billing. Annually in advance. Quarterly billing is available on request for commitments above 250 devices. Payment terms are 30 days net from invoice date.

11.4 Renewal. The Agreement renews automatically for successive Renewal Terms of 12 months unless either party gives at least 60 days’ written notice before the end of the then-current term. We will send a renewal reminder at least 90 days before each term end. If we fail to send it, you may give notice at any time up to 30 days after the reminder is actually sent, even if the Renewal Term has already begun; in that case the Agreement ends 30 days after your notice and we refund the unused balance of the Renewal Term pro rata.

11.5 Price protection. The per-device price is fixed for the Initial Term. Any renewal adjustment is notified at least 90 days before the term end and will not exceed [5]% over the preceding term’s per-device price. An increase notified late, or exceeding that cap, does not take effect without your written acceptance.

11.6 Adding devices. Devices may be added at any time and are billed pro rata for the remainder of the term at the same per-device rate. No bundle penalty applies.

11.7 Removing devices. Devices may be removed at renewal. A reduction below the plan minimum moves the subscription to the applicable minimum or to a different plan tier. Mid-term reductions do not attract a refund, because the underlying platform licences are committed annually. Replacing a device — a like-for-like swap on the same user — is not a reduction and is not re-charged.

11.8 Upgrading and downgrading. You may move to a higher plan at any time. The difference is charged pro rata for the remainder of the term and the additional scope is activated within 10 business days. Downgrades take effect at renewal.

11.9 Minimum commitment. Plan minimums are 10 devices (Essentials), 50 (Elevate) and 100 (Enterprise 360). Where your device count falls below the plan minimum mid-term, you continue to be billed at the plan minimum for the remainder of the term.

12. Taxes

12.1 All fees are stated exclusive of tax. Value added tax, goods and services tax, sales tax and any other indirect or transaction tax is added to every invoice at the prevailing statutory rate applicable in the jurisdiction of supply, and is payable by you in addition to the fees.

12.2 The applicable tax depends on the contracting Clarus24 entity and on your place of establishment. Indicative treatment as at the date of these Terms:

Rates and treatments change. The rate applied is the one in force on the tax point of the invoice, not the rate in force when the order was signed. Nothing here is tax advice — please take your own.

12.3 Withholding. Where you are required by law to deduct or withhold tax from a payment, the amount due is grossed up so that Clarus24 receives the full invoiced sum. You will provide a valid withholding tax certificate promptly, and we will co-operate in good faith to apply any available treaty relief.

12.4 Each party is responsible for its own taxes on its own income.

13. Invoicing, disputes and non-payment

13.1 Invoices are issued to the billing contact and address on the order form. It is your responsibility to keep those details current.

13.2 Disputed invoices. Notify us in writing within 15 days of the invoice date, identifying the specific line items disputed and why. You must pay the undisputed balance on time. We will work in good faith to resolve a dispute within 15 business days. An amount properly disputed is not overdue while under review.

13.3 Late payment. Undisputed sums unpaid after the due date may attract interest at 1.5% per month, or the maximum permitted by applicable law if lower, accruing daily from the due date.

13.4 Suspension for non-payment. Where an undisputed invoice is more than 30 days overdue, we may suspend the service after giving you at least 10 business days’ written notice and an opportunity to pay. Suspension does not release you from paying for the suspended period. We will not suspend during an active P1 incident, and we will not withhold your Customer Data or your Apple Business Manager tokens under any circumstances.

13.5 Fees are non-refundable except where these Terms expressly provide otherwise, which includes clauses 6.7, 14.3, 19.5, 21.4, 21.5 and 23.3.

14. Third-party licences and platform terms

14.1 The service is delivered using third-party platforms — Apple services, Addigy and, on Elevate and Enterprise 360, SentinelOne. Your use of those platforms is subject to the relevant vendor’s own terms, which are identified in the SDD.

14.2 Where licences are included in your fee, they are supplied for use solely in connection with the service and for the duration of the term. They terminate when the Agreement ends.

14.3 Vendor change. Vendor platform capabilities are as published at the date of your order form. Where a vendor removes or materially changes a capability, we will propose an equivalent approach at no additional cost. Where no equivalent exists and the change materially reduces the service, you may terminate the affected element on 30 days’ written notice with a pro-rata refund.

14.4 You are responsible for maintaining valid licences for all Customer-supplied software deployed through the service. We package and distribute; we do not licence.

14.5 Apple Business Manager, Apple Push Notification service, Automated Device Enrolment and Apps and Books (formerly the Volume Purchase Programme) are Apple services governed by Apple’s terms. Apple’s release cadence, platform behaviour and consent requirements are outside our control.

15. Data protection

15.1 Roles. You are the controller of personal data processed through the service. Clarus24 is a processor and processes personal data only on your documented instructions, which the Agreement constitutes.

15.2 Scope of processing. Subject matter: delivery of the managed Apple device service. Duration: the term, plus the retention period in clause 22.4. Nature and purpose: device management, security monitoring, support and reporting. Categories of data subject: your personnel and authorised users. Categories of personal data: name, business contact details, directory identifiers, device identifiers, device state, application inventory and support ticket content.

15.3 What we do not access. We do not access end-user personal content. Remote support sessions require explicit user consent, are logged, and the log is available to you on request.

15.4 Hosting and residency. Device and management data is held in the Addigy cloud, which is hosted in the United States. Endpoint security telemetry is held in the SentinelOne cloud, whose region is confirmed in the SDD before build begins. If regional data residency is a contractual requirement for you, tell us before you sign: we will tell you plainly whether we can meet it, and if we cannot, we will say so rather than commit and fail.

15.5 Sub-processors. Platform vendors and any other sub-processors engaged in delivering the service are listed in the SDD. We will notify you at least 30 days before engaging a new sub-processor. You may object on reasonable data-protection grounds within that period; if we cannot accommodate the objection, you may terminate the affected element without penalty.

15.6 Transfers. Where personal data is transferred across borders, we will implement an appropriate transfer mechanism recognised under the applicable law, including standard contractual clauses where required.

15.7 Assistance. We will assist you, at your cost where the effort is material, with data subject requests, data protection impact assessments and regulator engagement. We will pass a data subject request received directly by us to you without undue delay and will not respond to it ourselves except to confirm receipt.

15.8 Audit. We will provide our current certifications and control reports on request. You may audit our compliance with this clause once in any 12-month period, on 30 days’ notice, during business hours, at your cost, subject to confidentiality and to not disrupting the service.

15.9 Where a separate data processing agreement is signed between us, that agreement prevails over this clause 15.

16. Security and incident notification

16.1 We maintain an information security programme appropriate to the service, including access control, encryption in transit and at rest, logging, personnel vetting and security awareness training, and periodic review. Clarus24 maintains SOC 2 Type II certification; the current report is available to you on request under clause 15.8.

16.2 Notification. Where we become aware of a security incident affecting your managed estate or your data held in the managed platform, we will notify your nominated contacts without undue delay and in any event within 24 hours of confirmation, with the facts known at that point, the containment action taken, and the time of the next update.

16.3 A written post-incident report follows within two business days of containment for incidents handled under Enterprise 360 managed detection and response, and within five business days in all other cases, covering root cause, blast radius and preventive action.

16.4 We will not require you to waive any right, or agree any settlement, as a condition of receiving incident information.

16.5 Emergency action. Nothing in the change control process prevents us from acting immediately where there is a genuine security emergency. Such action is reported to you within one business day and documented retrospectively.

17. Confidentiality

17.1 Each party will keep the other’s confidential information confidential, use it only to perform the Agreement, and disclose it only to personnel and advisers who need it and who are bound by equivalent obligations.

17.2 The obligation does not apply to information that is public through no breach, was already lawfully held, is independently developed, or must be disclosed by law or a regulator — in which case the disclosing party will, where lawful, give prior notice.

17.3 Obligations survive for three years after the Agreement ends, and indefinitely for personal data and trade secrets.

17.4 Publicity. Neither party will name the other in marketing material without prior written consent, not to be unreasonably withheld. Consent may be withdrawn on 30 days’ notice.

18. Intellectual property

18.1 Each party retains ownership of its pre-existing intellectual property.

18.2 Clarus24 owns all methodologies, runbooks, scripts, configuration frameworks, templates and tooling used to deliver the service, including anything developed during the term that is generic and reusable.

18.3 You own your Customer Data, your configuration baseline as documented in the SDD, and any deliverable created exclusively for you and identified as such on the order form.

18.4 We grant you a non-exclusive, non-transferable licence, for the term, to use our materials to the extent needed to receive and use the service. On exit we grant a perpetual licence to use the documented policies, runbooks and configuration exports handed over under clause 22, for your own internal use.

18.5 Feedback you give us may be used freely, without obligation or attribution.

19. Warranties

19.1 We warrant that the service will be performed with reasonable skill and care, by suitably qualified personnel, in accordance with the Agreement and applicable law.

19.2 Each party warrants that it has authority to enter into the Agreement.

19.3 What we do not warrant. We do not warrant that the service will be uninterrupted or error-free; that any device, network or third-party system will be free of vulnerabilities; that security measures will prevent every attack; or that any specific business outcome will be achieved. Security is risk reduction, not a guarantee, and we will not pretend otherwise.

19.4 Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

19.5 Remedy. If we breach clause 19.1, tell us in writing within 30 days. We will re-perform the affected service at no charge. If we cannot, you may terminate the affected element and receive a pro-rata refund for it.

20. Liability

20.1 Uncapped. Neither party limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited.

20.2 Cap. Subject to clause 20.1, each party’s total aggregate liability arising out of or in connection with the Agreement in any 12-month period is limited to the total fees paid or payable by you in that 12-month period.

20.3 Enhanced cap. The cap for a breach by Clarus24 of clause 15 (data protection) or clause 17 (confidentiality) is 150% of the fees paid or payable in the preceding 12 months.

20.4 Excluded losses. Neither party is liable for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or for indirect or consequential loss, however arising.

20.5 Loss of, or corruption of, Customer Data is recoverable only to the cost of restoring it from your most recent available backup. Backup is your responsibility unless you have purchased the backup add-on.

20.6 Your payment obligations under clause 11, including interest under clause 13.3, are not subject to the cap in clause 20.2 or to clause 20.4. Each party’s confidentiality obligations are not subject to clause 20.4.

20.7 Each party will take reasonable steps to mitigate its loss.

20.8 No claim may be brought more than 12 months after the claiming party became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

21. Suspension and termination

21.1 Termination for convenience. Either party may prevent renewal by giving 60 days’ written notice before the end of the then-current term (clause 11.4). There is no right to terminate for convenience mid-term.

21.2 Termination for cause. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 30 days of written notice describing it, or becomes insolvent, enters administration or liquidation, or ceases to carry on business.

21.3 Relief for Customer default. Where your failure to meet clause 8 prevents us from delivering, we will notify you in writing. If it is not corrected within 20 business days we may, acting reasonably: suspend the affected element; treat the affected Response targets as not applicable for the period; or, if the failure continues for 60 days, terminate on 30 days’ notice. Fees remain payable throughout.

21.4 Termination by you for our breach. Where you terminate under clause 21.2 or 6.7, we will refund fees paid for the unexpired portion of the term on a pro-rata basis, less the value of any licences already committed on your behalf and non-recoverable.

21.5 Thirty-day satisfaction period. Where the order form states that a 30-day money-back guarantee applies, you may terminate by written notice within 30 days of the Service Commencement Date and receive a refund of fees paid, less any third-party licence cost already irrevocably committed on your behalf and any onsite or travel cost actually incurred. This applies once, to a first subscription only.

21.6 Survival. Clauses 6, 12, 13, 15, 17, 18, 20, 22, 24 and 25 survive termination, along with any other clause that by its nature should.

22. Exit and transition assistance

22.1 At the end of the term, or on termination for any reason, we will: provide a full inventory and configuration export in a machine-readable format; transfer or release the Apple Business Manager and platform tokens as you instruct; hand over documented policies and runbooks; and support an orderly transition to you or to an incoming provider.

22.2 Up to 20 hours of transition assistance is included at no charge. Anything beyond that is quoted at our then-current rates and agreed in writing before it starts.

22.3 We will not withhold exit assistance, your data, or your tokens because of a commercial dispute, including unpaid invoices.

22.4 Deletion. Customer Data is exported on request and then deleted from Clarus24 systems within 30 days, except where retention is required by law. Backup copies are overwritten on our normal cycle. Written confirmation of deletion is provided on request.

23. Force majeure

23.1 Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, government action, nationwide internet or telecommunications failure, or a failure of a major cloud provider ("Force Majeure Event"). A shortage of funds is never a Force Majeure Event.

23.2 The affected party will notify the other promptly, use reasonable endeavours to mitigate, and resume performance as soon as practicable. Service levels are suspended for the duration and no service credit accrues.

23.3 If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected element on written notice, and you will receive a pro-rata refund for the period of non-performance.

24. Contracting entity, governing law and disputes

24.1 The Clarus24 entity you contract with, and the law that governs the Agreement, depend on your place of establishment. The contracting entity is stated on your order form and prevails over this table.

24.2 The UN Convention on Contracts for the International Sale of Goods does not apply.

24.3 Escalation before litigation. Before commencing proceedings, the parties will escalate the dispute to a senior executive on each side, who will meet (in person or by video) within 15 business days and attempt to resolve it in good faith. This does not prevent either party from seeking urgent injunctive relief, or from recovering an undisputed debt.

24.4 Compliance. Each party will comply with applicable anti-bribery, anti-corruption, sanctions, export control and modern slavery legislation.

25. General

25.1 Change control. Any change to scope, entitlements, platform, device volume beyond the pro-rata mechanism in clause 11.6, or service levels is handled through a written change request stating the change, the impact on delivery, the impact on price and the revised dates. No change takes effect until both parties have signed it.

25.2 Assignment. Neither party may assign the Agreement without the other’s written consent, not to be unreasonably withheld, except that either party may assign to an affiliate or to a successor in a merger or sale of substantially all assets, on written notice.

25.3 Subcontracting. We may subcontract delivery, but remain responsible for the acts and omissions of our subcontractors as if they were our own.

25.4 Notices. Notices must be in writing to the addresses on the order form, and are deemed received: if delivered by hand, on delivery; if by courier, two business days after despatch; if by email, on transmission, provided no delivery failure is received and a copy is sent by one other method for notices of breach or termination.

25.5 No solicitation. During the term and for six months afterwards, neither party will knowingly solicit for employment any individual directly engaged in delivering or receiving the service, without the other’s written consent. A general public advertisement is not solicitation.

25.6 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions, proposals, brochures, decks and representations. Neither party relies on any statement not expressly set out in it. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

25.7 Variation. Except as provided in clause 26, a variation is effective only if in writing and signed by both parties.

25.8 Waiver. A failure or delay in exercising a right is not a waiver of it.

25.9 Severability. If a provision is held invalid or unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed. The rest remains in force.

25.10 No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.

25.11 Third-party rights. A person who is not a party has no right to enforce any term.

25.12 Counterparts. The order form may be signed in counterparts, including electronically, each of which is an original.

26. Changes to these terms

26.1 We may update these Terms for new orders at any time by publishing a new version.

26.2 Existing subscriptions. The version in force on the date of your order form applies for the remainder of that term. A new version takes effect for you on renewal, and only if we have given you at least 90 days’ written notice before the renewal date.

26.3 If a new version materially reduces your rights, you may reject it by giving written notice before the renewal date, in which case the Agreement ends at the end of the then-current term with no early-termination consequence.

26.4 A change required by law, or required to keep the service secure, may take effect sooner. We will tell you why and when.

26.5 Every version is archived and available on request, so you can always see the terms that applied when you signed.

27. Contact

Questions about these Terms, or about anything in them you would like changed before you sign:

Clarus24
10th Floor, RMZ Latitude, International Airport Road, Hebbal, Bengaluru, Karnataka 560024, India
Dubai, United Arab Emirates · London, United Kingdom
hello@clarus24.com