Plain summary. We monitor your network equipment and alert you when something degrades. You keep control of access and can revoke it instantly. We don't guarantee your network won't fail — we help you find out sooner. Either of us can end this with 30 days' notice.
These terms govern the monitoring services provided by [LEGAL ENTITY NAME], a [STATE] limited liability company ("Nightpoll", "we", "us"), to the business named on the order or invoice ("Customer", "you"). By subscribing, paying an invoice, or granting us access to your network, you accept these terms.
These services are offered to businesses only. They are not consumer services.
Depending on the plan you select:
We monitor and report. We do not operate your network, and we are not responsible for its design, capacity, maintenance or availability.
You grant us the access described in the Access Agreement accompanying your order. Specifically:
We will not access, copy or retain subscriber personal information, billing records, or the content of any traffic traversing your network. Where such data is unavoidably visible, we will not retain it.
Fees are per device, per month, at the rate on your order, billed in advance in US dollars. The device count is reconciled at the start of each billing period; if the count has changed, the fee changes with it.
Card payments are processed by Stripe. We do not store card details. Invoiced customers are net 30 unless agreed otherwise. Overdue accounts may be suspended after written notice.
Prices exclude taxes. As a non-US supplier we do not collect US sales tax; you are responsible for any tax arising in your jurisdiction. We will provide a completed W-8BEN-E on request — this is the form applicable to a non-US entity, in place of a W-9.
There is no minimum term. Either party may terminate for convenience on 30 days' written notice. We may suspend or terminate immediately if you fail to pay after notice, if your use is unlawful, or if continuing would create a serious security risk.
On termination we will disable monitoring, destroy tunnel keys and credentials, and provide a written record of what was deleted. See the Refund Policy for what is and isn't refunded.
Each party will keep the other's confidential information in confidence and use it only to perform under these terms. Your network topology, configurations, credentials and telemetry are your confidential information. This obligation survives termination by three years. Either party may disclose where legally compelled, giving the other prompt notice where lawful.
We retain ownership of our monitoring templates, tooling, scripts and documentation, including anything we develop while providing the service. You retain ownership of your network data, configurations and telemetry.
Under Build & hand over, you receive a perpetual, irrevocable licence to use, modify and retain everything delivered, with no ongoing fee and no lock-in.
Service commitments and any credits are set out in the Service Level Agreement, which forms part of these terms. Service credits are your sole and exclusive remedy for failure to meet those commitments.
We will perform the services with reasonable skill and care, consistent with professional practice.
Beyond that, the service is provided "as is". We do not warrant that monitoring will detect every fault, that alerts will always be timely, that your network will remain available, or that the service will be uninterrupted or error-free. Monitoring reduces the time to discover problems; it does not prevent them.
Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, lost revenue, lost subscribers, or loss of goodwill, however arising.
Our total aggregate liability arising out of or relating to these terms is limited to the fees you paid us in the three months preceding the event giving rise to the claim.
These limits do not apply to: a party's breach of confidentiality, our gross negligence or wilful misconduct, or your obligation to pay fees.
You will indemnify us against claims arising from your instructions, from your lack of authority to grant the access you granted, or from your unlawful use of the service. We will indemnify you against third-party claims that our tooling infringes their intellectual property.
If we become aware of a security incident affecting your data or access, we will notify you within 24 hours of confirming it, and follow the process in our Incident Response Plan, available on request.
We use third-party infrastructure providers to deliver the service. A current list is in the Privacy Policy. We remain responsible for their performance. We will give notice before adding a sub-processor that will process your data.
Neither party is liable for failure to perform due to events beyond reasonable control, including internet or upstream provider failures, natural disasters, war, or government action. Fees remain payable for services actually delivered.
These terms, with your order, the SLA and the Access Agreement, are the entire agreement between us. We may update these terms on 30 days' notice; continued use after that constitutes acceptance. Neither party may assign without consent, except in connection with a merger or sale of substantially all assets.
These terms are governed by the laws of [STATE], and both parties submit to the exclusive jurisdiction of its courts. If any provision is unenforceable, the rest remains in force.
[LEGAL ENTITY NAME]
[REGISTERED ADDRESS]
udisp.networks@gmail.com