Website & Managed Service Terms

1. Scope, acceptance, and document order

These Terms govern use of the Vantage Patch website and, only when incorporated by reference into an accepted quote, order form, statement of work, or managed services agreement, the applicable technology services. “Vantage Patch,” “we,” and “us” refer to the legal entity identified in the accepted order. “Customer” and “you” refer to the organization accepting that order.

If documents conflict, the following order controls unless the signed document expressly says otherwise: (1) signed managed services agreement or master services agreement; (2) signed order form or statement of work; (3) service-level or service-guide exhibit; (4) data-processing or security exhibit; and (5) these Terms. A proposal is not binding until accepted by both parties.

Definitions and billable counts

• Account: one customer organization and its primary Microsoft tenant or production website.
• Licensed user: one enabled human user with a managed identity or paid subscription. Unlicensed shared mailboxes are not billed as users.
• Managed device: each enrolled workstation, laptop, server, or other endpoint. Servers may carry a separate rate.
• Included workstation: when stated in an order, one primary workstation for each billed user. Extra devices are billed separately.
• Business hours: Monday–Friday, 8:00 a.m.–6:00 p.m. Eastern Time, excluding U.S. federal holidays, unless the order states different hours.

Counts are reviewed monthly. Added users and assets are billed at the applicable published or quoted rate. Properly removed users and assets stop billing on the next billing cycle, subject to unavoidable vendor commitments. Counts and subscription quantities appear on the invoice.

2. Pricing, invoices, taxes, and possible fees

The published pricing page explains the standard account, user, device, server, website, project, onboarding, hourly, and possible extra charges. The accepted order confirms the exact quantities and any approved exception. Vantage Patch will not charge a fee that was neither published nor disclosed in the accepted order before the fee-triggering event.

• Invoices are due Net 15 unless the order states otherwise. Fees are in U.S. dollars and taxes are separate.
• Undisputed balances more than 10 days late may incur 1.5% per month or the maximum lawful rate, whichever is lower, after written notice.
• A returned payment may incur a $35 charge. Reactivation after a properly noticed suspension may incur $150.
• Vantage Patch service rates may increase no more than 5% at renewal. Documented third-party price changes and taxes are itemized separately and are not subject to that cap.
• A 5% annual-prepayment discount, when offered, applies only to twelve prepaid months of Vantage Patch service fees—not licenses, vendor subscriptions, projects, or taxes.

Customer must dispute an invoice in writing within 15 days and identify the specific item and reason. The undisputed portion remains due. The parties will work in good faith to resolve a timely dispute.

3. Microsoft and other third-party subscriptions

Third-party licenses, cloud services, hardware, domains, certificates, payment processors, and vendor add-ons are separate from Vantage Patch management fees unless the order expressly includes them. Each quote and invoice will identify the product, quantity, billing cadence, commitment, and customer price.

• Vendor terms, acceptable-use policies, service limits, and price changes apply in addition to these Terms.
• An annual vendor subscription paid monthly is still an annual commitment. Customer remains responsible for the unavoidable balance if it cancels early.
• Vantage Patch may receive a distributor or reseller margin. Customer will not be charged an undisclosed markup or a different license price than the one accepted in the order.
• Vantage Patch is not responsible for a vendor outage, discontinuation, security incident, or feature change, but will provide reasonable coordination and alternatives within the agreed scope.

4. Term, renewal, cancellation, and early termination

Managed services ordinarily have a 12-month initial term and then renew month-to-month unless the order states another structure. Either party may prevent renewal with at least 30 days' written notice. If a month-to-month option is offered from the start, Vantage Patch service fees are 15% higher and the customer may cancel with 30 days' notice.

Early termination without cause does not carry a blanket percentage penalty. Customer is responsible only for (a) undisputed fees through the effective termination date, (b) unavoidable third-party commitments, and (c) any onboarding discount that the accepted order expressly amortized over the initial term. Vantage Patch will provide the calculation in writing.

5. Included services, support boundaries, and changes

Only the services and quantities listed in the accepted order are included. Examples, demonstrations, dashboard images, and website descriptions are illustrative and do not create a service level, compliance outcome, or warranty. Any response or resolution target is stated in the applicable service exhibit.

• Routine work is delivered during business hours. After-hours emergency work is $225 per hour with a one-hour minimum and requires customer authorization unless a signed security-response provision says otherwise.
• Out-of-scope remote work is $175 per hour. Standalone work has a two-hour minimum; quoted projects may use a fixed fee.
• Pooled support allowances do not roll over and are measured across the customer account. Work beyond an allowance is proposed or authorized before billing.
• Hardware, shipping, onsite travel, Microsoft and vendor subscriptions, penetration testing, compliance certification, major migrations, data recovery, custom integrations, and unsupported or end-of-life systems are excluded unless itemized.

A material scope change requires a written change order. Vantage Patch may make reasonable operational changes that do not materially reduce the purchased service.

6. Onboarding and customer responsibilities

Customer must provide timely access, accurate inventories, authorized contacts, current licensing information, safe working conditions, and decisions needed to deliver the services. Customer will maintain lawful rights to its data, software, domains, and content; notify Vantage Patch of personnel and asset changes; use supported systems; and follow agreed security controls.

Onboarding includes only the discovery, documentation, baseline configuration, agent deployment, and remediation tasks listed in the order. Pre-existing problems, unsupported systems, undocumented environments, major remediation, migration, and after-hours cutovers may require a change order. Delays caused by missing access or customer decisions may move the schedule without creating a Vantage Patch breach.

7. Security, shared responsibility, data, and backups

Security is a shared responsibility and no provider can guarantee that incidents, vulnerabilities, downtime, data loss, or unauthorized access will never occur. Vantage Patch will perform the controls in the accepted order using commercially reasonable care. Customer remains responsible for business decisions, user behavior, physical security, lawful data handling, insurance, and controls not assigned to Vantage Patch.

Customer authorizes Vantage Patch to access and process systems and data only as reasonably needed to deliver, secure, support, and document the services. Confidential information will be protected using reasonable safeguards and used only for the service relationship, legal compliance, or as otherwise authorized. Personal data is also handled under the Privacy Policy and any signed data-processing or regulated-industry exhibit.

A backup or recovery service is included only when the order identifies the protected system, frequency, retention, storage location, monitoring, and recovery responsibilities. Customer should maintain an independent recovery strategy appropriate to its risk. A successful backup does not guarantee that every file, application, configuration, or point in time can be restored.

8. Website projects, hosting, content, and intellectual property

Website scope, pages, revisions, integrations, content responsibilities, accessibility work, SEO foundations, launch requirements, and payment milestones are stated in the project order. Unless changed in writing, the Business Website Starter uses a 50% deposit, 25% payment at design approval, and 25% payment before launch. Deposits reserve capacity and fund work performed; refundability is governed by the accepted order and completed work.

Customer represents that it owns or may lawfully use all supplied text, media, trademarks, data, and instructions. After final payment, Customer owns the final custom website content and code created specifically for it, excluding Vantage Patch pre-existing tools, reusable components, know-how, licensed software, fonts, stock assets, and third-party materials. Vantage Patch grants Customer a perpetual license to those embedded reusable elements as needed to operate the delivered site, subject to third-party license terms.

Hosting includes only the platform, usage limits, monitoring, backup/recovery points, and maintenance allowance in the order. Unused content-update time does not roll over. Ecommerce, regulated data collection, custom applications, unusually high traffic, major redesigns, and new integrations require separate scope.

9. Acceptable use, warranties, liability, and events outside control

Customer may not use the website or services to violate law, infringe rights, distribute malware, send unlawful spam, interfere with systems, bypass security, mine cryptocurrency without written approval, or perform unauthorized surveillance or access. Vantage Patch may block a clearly harmful activity while promptly notifying the authorized customer contact when practicable.

Except for express commitments in a signed agreement and to the extent permitted by law, services and the website are provided “as is” and “as available.” Vantage Patch disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, and any guarantee of security, compliance certification, search ranking, revenue, or business result.

To the extent permitted by law, neither party is liable for indirect, incidental, special, punitive, exemplary, or consequential damages, or lost profit, revenue, goodwill, or data, even if advised of the possibility. Unless a signed agreement states otherwise, Vantage Patch's aggregate liability arising from the affected service will not exceed the fees paid for that service during the six months before the event. A lawyer should tailor exclusions and carve-outs for applicable law, confidentiality, data protection, gross negligence, willful misconduct, and insurance.

Neither party is responsible for delay caused by events beyond reasonable control, including natural disaster, war, labor disruption, utility or internet failure, government action, cyberattack by a third party, or upstream vendor failure, provided the affected party uses reasonable efforts to mitigate and resume performance.

10. Suspension, termination assistance, and offboarding

Vantage Patch may suspend affected services for a material security threat, unlawful use, or an undisputed past-due balance after at least 15 days' written notice, except that immediate limited action may be taken when reasonably necessary to prevent active harm. Suspension does not erase amounts already due or unavoidable vendor commitments.

For accounts in good standing, standard offboarding includes up to four hours for credential and documentation transfer, reasonable data export already available within managed systems, and removal of Vantage Patch agents. Additional migration, archive, restoration, vendor transition, or project work is $175 per hour or separately quoted. Vantage Patch will not intentionally withhold customer-owned credentials or data because the customer changes providers, subject to lawful security verification and payment of undisputed charges.

Each party must return or securely dispose of the other party's confidential information when reasonably requested, subject to legal, insurance, backup-cycle, and record-retention requirements. Terms concerning payment, confidentiality, intellectual property, warranty disclaimers, liability, and dispute resolution survive termination.

Website use, governing terms, and changes

The public website provides general information and may be updated without notice. It is not a security assessment, compliance certification, legal opinion, or binding service offer. The Vantage Patch name, branding, website design, and original public content are owned by Vantage Patch or used with permission.

The signed agreement should identify the governing law, venue, notice addresses, and dispute process appropriate to Vantage Patch's legal entity and customer relationship. If these Terms are changed materially during an active service term, the prior version continues until renewal unless the customer agrees sooner or a change is required by law or a vendor dependency.

Contact

Questions, billing disputes, security notices, and legal notices should be sent to hello@vantagepatch.com and to any additional notice address stated in the signed agreement.