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Managed Services Terms & Conditions

Last updated: July 30, 2025

This policy is applicable solely to clients whose Statement of Work, Ordering Document, or any associated policy expressly incorporates this policy by reference.

1. Scope

These Managed Services Terms (“MS Terms”) governs the use and delivery of the specific Managed Services Plans and Tiers referenced herein, specifically:

Managed Services Plans:

  • Total Care
  • Total Care on Demand
  • Managed Self Hosted Isolated Platform

 

2. Contractual Terms

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

The following documents will also apply to the provision of the Managed Services. In the event of any inconsistency between the terms of these documents, the order of precedence shall be as follows (from highest to lowest):

  1. These MS Terms;
  2. The T&C’s;
  3. The Ordering Document;
  4. Any incorporated service policies if applicable (e.g., Total Care Service Guide, Fixed-Cost Services Policy, Fair Use Policy, Managed Self Hosted Isolated Platform Service Guide).

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

 

3. Definitions

For the purposes of these MS Terms, all capitalized terms shall have the meanings ascribed to them in any document incorporating these MS Terms, including but not limited to an Ordering Document, any Services Agreement, or other governing documents. Other capitalized terms used in this policy shall have the meanings set forth at the following link: https://www.valiantys.com/en/legal/definitions.

 

4. Managed Services

This section outlines the Managed Services Plans and Tiers that may be provided by Valiantys under an Ordering Document. Not all Clients will subscribe to every offering referenced herein. The Managed Services Plans and Tiers will be defined in the Ordering Document, and only those offerings set out therein will apply.

Each Managed Services Plan and Tier listed below is also governed by additional Policies as referenced.

  • Total Care on Demand
    • Total Care on Demand provides portal-based ticket support with defined Service Level Objectives and Escalation Procedures, ensuring timely assistance for Clients.
    • This service is an Recurring Annual Reserved Hours Service subject to annual autorenewal as set out in section 4 below.
    • Total Care on Demand is governed by the following Policies:
  • Total Care on Demand is limited to the Software Products within the Atlassian ecosystem.
  • Adding Software Products or adding additional Third-Party Atlassian Marketplace Apps will not result in a change to the price of the Managed Services Plan as set out in the Ordering Document so long as the Valiantys Managed Services delivery team has the requisite capabilities.
  • A minimum of one hour must be consumed by the Client each month, either through Client-requested services or, if no requests are made, through continuous improvement services performed by Valiantys to provide best practice recommendations.  Reserved Hours do not carry over to successive Renewal Terms.
  • Total Care on Demand is available in the following SKU’s:
  • MS-TC-OND-24
    • 24 Reserved Hours per annum
  • MS-TC-OND-48
    • 48 Reserved Hours per annum
  • MS-TC-OND-72
    • 72 Reserved Hours per annum
  • MS-TC-OND-96
    • 96 Reserved Hours per annum

 

  • Total Care on Demand Overage Protection Plan
    For Clients with SKUs less than 96 Reserved Hours, the Client Point of Contact(s) will be notified as Client approaches their Managed Services Tier limit to confirm their desire to upgrade to the next Managed Services Tier.  Continuing to use the service beyond the allocated hours after notification without taking action will trigger an automatic upgrade to the next available Managed Services Tier (24 → 48, 48 → 72, or 72 → 96), including an invoice for the additional fees for the new Managed Services Tier.  Upon annual renewal, Client will renew at the newly adjusted Managed Services Tier.

 

  • Total Care
    • Total Care provides portal-based ticket support with defined Service Level Objectives and Escalation Procedures, ensuring timely assistance for Clients.
    • This service is  subject to annual autorenewal as set out in section 4 below.
    • Total Care is governed by the following Policies:
  • Total Care is limited to the Software Products within the Atlassian ecosystem.
  • Adding Software Products or adding additional Third-Party Atlassian Marketplace Apps will not result in a change to the price of the Managed Services Plan as set out in the Ordering Document so long as the Valiantys Managed Services delivery team has the requisite capabilities
  • Total Care is available in the following SKU’s:
  • MS-TC-STD-XX
    • Where XX is a number between 10 and 59 and represents the number of Reserved Hours per month.
  • Total Care Jump Start

(i) Total Care Jump Start provides additional Reserved Hours that must be consumed within the first two months of the start of the Total Care Plan.

(ii) Total Care Jump Start is available only as an add on to Total Care (MS-TC-STD-XX SKUs).

(iii) Total Care Jump Start is available in the following SKU:

  • MS-TC-JMP-XX
    • Where XX is a number between 10 and 96 and represents the number of Reserved Hours per month.

 

  • Total Care Accelerate

(i) Total Care Accelerate is available only as an add on to Total Care (MS-TC-STD-XX SKUs).  

(ii) When purchased, the Client Point of Contact(s) may request additional hours that exceed the monthly commitment.  Such additional hours will be invoiced in arrears under the associated SKU’s pricing rate based on actual consumption.  Any requests for additional hours are allocated on a best effort basis, and are based on resource availability. Additional hours are not guaranteed to be available. Advanced planning with Valiantys will improve the probability of resource availability.  Additional hours will consume an additional 20% overhead for resource management and support services management. For example, 3 hours must be requested for 2.5 of consumed labor.

Total Care Accelerate is available in the following SKU:

  • MS-TC-XEL

 

  • Managed Self Hosted Isolated Platform
    • The Managed Self Hosted Isolated Platform provides proactive monitoring and portal-based ticket support with defined Service Level Objectives and Escalation Procedures, ensuring timely assistance for Clients.
    • This service is subject to annual autorenewal as set out in section 4 below, where Client receives 24x7x365 support, remote system monitoring, and proactive platform maintenance to simplify the operational complexity of running Atlassian Data Center Products in self-hosted isolated environments that cannot migrate to Atlassian Cloud.
    • Managed Self Hosted Isolated Platform is governed by the following Policies:

ms-terms-1

 

5. Term and Termination

5.1.          The Ordering Document Signature Date and Service Commencement Date will be the date of Client’s signature on the Ordering Document unless otherwise explicitly defined.

5.2.        The Term of the applicable Managed Services Plan or Tier shall commence on the Service Commencement Date and, unless otherwise expressly stated in the applicable Statement of Work, shall continue for a period of twelve (12) months. For the purposes of calculating any renewal, the start of each renewal term shall be measured from the anniversary of the Service Commencement Date.

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

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

5.4.        Other than as expressly provided in the Ordering Document, neither party may terminate any Ordering Document during the Term thereof.

5.5.        If Client terminates the Managed Services without cause prior to the end of the Term, Client shall pay Valiantys an amount equal to one hundred percent (100%) of the remaining fees for the balance of the Term as liquidated damages, and not as a penalty, in recognition of Valiantys’ allocation of reserved personnel and resources, opportunity costs, and administrative commitments made in reliance of these terms.

 

6. Pricing and Payment Terms

Pricing and invoicing for Managed Services offerings will be outlined in the Ordering Document.  

 

7. Software Product and Scope Change Requirements

  • If a Client wishes to change from one Managed Service Plan to another (e.g., from Total Care to Total Care on Demand), or to modify the Managed Services Tier of a currently subscribed Managed Servce Plan (e.g., by increasing the number of Reserved Hours), except as expressly allowed by that Software Product’s applicable terms, the requested change must be submitted in writing and documented through a Change Control Notice as provided for in the T&Cs.
  • Managed Services Plan and Tier changes are not binding unless expressly accepted in writing by both parties. Verbal modifications, informal communications, or service requests shall not constitute valid amendments.
  • All requested changes are subject to:
  • Valiantys’ resource availability;
  • Current pricing and service terms;
  • Execution of a mutually agreed transition plan, if applicable.
  • Where a change request includes modifications to scope, fees, or Service Level Objectives of an active engagement, such changes shall follow the change control procedures as set forth in the T&Cs.
  • If the Client requests a suspension or delay of services, fees continue to accrue unless otherwise agreed in writing.

 

8. Service Delivery Provisions

8.1.    Data Residency
Unless expressly agreed to in the Ordering Document or Data Processing Agreement, the Services are not subject to any specific data residency requirements.

 

8.2.    Procurement System

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

  • UK Clients: orders.uk@valiantys.com
  • Benelux Clients: orders.bx@valiantys.com
  • France Clients: orders.fr@valiantys.com
  • Switzerland Clients: orders.ch@valiantys.com
  • Germany Clients: orders.de@valiantys.com
  • US Clients: orders.us@valiantys.com
  • Canada Clients: orders.ca@valiantys.com

 

8.3.    Subcontractors and Third Parties

The following subcontractors and third parties are utilised when delivering the Services unless expressly agreed upon otherwise in the Ordering Document.

 

Affiliated Companies:

  • GLiNTECH – Australia
  • Valiantys Federal – United States Federal
  • Valiantys Group SAS – France
  • Valiantys SAS – France
  • Valiantys BV – Netherlands and Belgium
  • Valiantys sarl – Switzerland
  • Valiantys Limited – United Kingdom
  • Valiantys GmbH – Germany
  • Valiantys Inc – Canada
  • Valiantys America Inc – United States
  • Valiantys Senegal – Senegal

 

Third Parties:

  • Six Red Marbles India Private Limited (India): Providing 24/7 operational support and services personnel
  • A-Players (Brazil): Providing services personnel
  • Talenteum (Mauritius): Providing 24/7 operational support and services personnel from the African continent
  • Amazon Web Services (global): Leveraged for Valiantys cloud services and operational (Support Portal)

 

8.4.        The Client uses the Software Products under the terms of the Software Product License and (where applicable) shall use any Apps under the relevant Third-Party Terms. All responsibility regarding the use of the Software Products and the Apps rests with the Client, including (without limitation) payment of all relevant fees, compliance with the terms of the Software Product License and/or Third-Party Terms and all related liability. The Client agrees and accepts that its contract for the use of (i) the Software Products are directly with Atlassian and (ii) the Apps are directly with the applicable third party provider. The Client agrees that the Supplier is not a party to, and has no responsibility under, those contracts, whether or not the Supplier has acted as a reseller. Any failures, breaches or defaults under the terms of the Software Product License or the Third-Party Terms are the exclusive responsibility of the Client, including any which may impact on the Supplier’s ability to provide the Services in accordance with the Agreement.

 

9. Policy Adjustments and Termination Rights

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

  • Upon the commencement of a Renewal Term, or
  • Thirty (30) days after written notice to the Client, whichever occurs first.

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

 

10. Versions

 

Version

Date

Description

1.0

April 1, 2025

Initial release

1.1

July 30, 2025

Align with T+C’s update and definitions

 

Last updated: July 30, 2025