Professional Services Terms of Use

Updated as of February 1, 2025

These Professional Services Terms of Use (“Terms”) govern your organization’s (“you” or “customer”) use of Kaseya’s Professional Services as defined below.  These Terms are made a part of, and governed by, the Kaseya Master Agreement (the “Kaseya Master Agreement”) entered into by you and Kaseya US, LLC and/or its affiliates (“Kaseya,” “us” or “we”).  The Kaseya Master Agreement and these Terms collectively are referred to as the “Agreement.” Capitalized terms not defined in these Terms have the meaning given to them in the Kaseya Master Agreement.  By purchasing or using Professional Services, you agree to be bound by the Agreement.  If you do not agree to the Agreement, you may not access or use Professional Services.

  1. Definitions

In addition to the definitions set forth in the Kaseya Master Agreement, the following definitions shall apply.

Consulting Session” is the typical unit measurement of Professional Services ranging between thirty (30) minutes to one hundred and twenty minutes (120) minutes, depending on the Professional Services package purchased, all of which are delivered remotely via a conference call platform as determined by Kaseya’s Professional Services team.

Deliverables” are Work Product that are identified clearly on an Order or Statement of Work, and that you and Kaseya agree in writing will be provided to you as part of the Professional Services.

Normal Business Hours” means 8:30am to 5:30pm in the time zone of the Kaseya office as stated on your Order or Statement of Work, and if none is stated, then as mutually agreed upon.

Project Manager” means the individual that Kaseya assigns to manage Professional Services provided to you.  Kaseya may, in its discretion, reassign Project Managers from time to time.

Professional Services” means the implementation, configuration, integration, deployment, administration, customization, training, management or other services that are provided through the Consulting Sessions purchased by you.

Statement of Work” (sometimes referred to in Kaseya documentation as a “Scoping Document” or “Technical Proposal”) are documents that further detail Professional Services and may be attached to an Order for Professional Services or otherwise agreed upon by the parties in a signed writing.

Supported Product” are the Kaseya Products and/or Services for which Professional Services are provided.   For example, if the Professional Services are for the proper configuration of Spanning (a type of Kaseya Product), then Spanning is the Supported Product for those Professional Services.  Supported Products may be listed on the applicable Order or Statement of Work.

Work Product” means works of authorship (including code, data, reports, integrations or other materials or information) as well as all intellectual property rights related thereto, that are contributed, created, provided or that otherwise arise from the Professional Services.

  1. The Services

  1. Description of Services.

Kaseya will provide the Professional Services in units of Consulting Sessions, as described in the applicable Order or Statement of Work.  Unless otherwise agreed to in writing by the parties, Kaseya will determine the location, equipment, means and personnel (including the use of third parties) used for the performance of the Professional Services.  Professional Services are provided in the English language unless otherwise mutually agreed upon in writing by Kaseya’s Professional Services team. The parties must mutually agree, in writing, upon any changes to the description of the Professional Services in an Order or Statement of Work. Many Supported Products have their own Product Terms of Use, which are incorporated herein by reference.

 

  1. No Resale.

Professional Services must be purchased by the organization that will use the Professional Services.  Professional Services may not be purchased by a Kaseya reseller or distributor for use by another organization, such as that Kaseya reseller or distributor’s customer.

 

  1. Scheduling Consulting Sessions.

You may schedule Consulting Sessions by email or a phone call made to the assigned Project Manager.  Kaseya may, in its discretion: (i) assume that any person from your organization that schedules a Consulting Session has the right to do so, and; (ii) require up to three (3) business days’ lead time to schedule Consulting Session, provided that where the Supported Product or scope of the Consulting Sessions changes from that which was reasonably anticipated by Kaseya, Kaseya may require up to ten (10) business days’ lead time.

 

d. Cancellation of Appointments.

You must comply with Kaseya’s then-current cancellation policy when cancelling Consulting Sessions, which policy can be accessed by clicking here (“Cancellation Policy”).  Note that failure to cancel Consulting Sessions in accordance with the Cancellation Policy will result in the payment of applicable fees as described on the Cancellation Policy.

 

e.   Expiration Within 6 Months.

Professional Services must be used (i.e., all Consulting Sessions scheduled and completed) within six (6) months from the date you Order the Professional Services unless otherwise stated on the Order.  After such 6-month period, Professional Services expire and any related Consulting Sessions may not be scheduled.

 

  1. Third Party Technology.

Unless otherwise agreed to by Kaseya on the Order or Statement of Work, Professional Services are provided only with respect to Kaseya Products, and shall not cover Third Party Technology, as that term is defined in the Kaseya Master Agreement.

 

  1. Confirmation of Completion.

Kaseya may, from time to time, request that you confirm in writing that certain Professional Services have been provided and are complete.  In such instances, if you fail to respond within five (5) business days to such request, you hereby agree that Kaseya may, in its discretion, treat the Professional Services that are the subject of the request as completed.

 

  1. Active Subscription.

Professional Services typically require an active Subscription to the Supported Products and may, in some cases, require active subscriptions to Third Party Technology.   If such subscriptions are not active through no fault of Kaseya (including where Kaseya has suspended your Subscription based on your failure to pay) Kaseya shall have no obligation to provide the Professional Services, and you will be responsible to pay for the Professional Services regardless.

 

i.   Recordings of Consulting Sessions.

Kaseya may, in its discretion, record Consulting Sessions and, if recordings exist, will use commercially reasonable efforts to provide you with a copy of such recordings if you request them within six (6) months of the date of the Consulting Session.  Kaseya reserves the right to delete the recordings after six (6) months.   Kaseya will not be liable or responsible for any recordings that are not made, or that cannot be accessed or found.

 

  1. Fees and Deliverables.

a.   Consulting Sessions.

Customers typically purchase Professional Services in packaged units of Consulting Sessions.  A Consulting Session unit (for example, a 30 minute or 60 minute Consulting Session unit) may not be divided, and therefore even if a Consulting Session lasts less than the maximum time period of the Consulting Session unit that you purchased, you will be charged for the entire Consulting Session unit.

 

b.   Deliverables.

An Order may specify the provision of a Deliverable to you, and fees for such Deliverable may be charged in various ways as further set forth on the Order.  Two common ways are as follows:

  • A flat and fixed fee, or;
  • In exchange for an estimated number of Consulting Sessions, provided that if Kaseya uses all of the Consulting Sessions and the Deliverable is still not finalized, Kaseya will notify you and you may either agree to pay for additional Consulting Sessions as needed to finalize the Deliverable or you may accept the Deliverable in its then, unfinished state.
  1. Customer Responsibilities and Cooperation.

a.     Customer Cooperation.

Accurate and timely Professional Services require your prompt participation and response. Your delays can cause inaccuracies or an inability to perform Professional Services. In addition to any obligations set forth in an Order or Statement of Work, you agree to promptly provide the following cooperation and information to Kaseya, and undertake activities as reasonably requested and related to Professional Services (collectively, “Cooperation”).   Kaseya shall not be responsible for any delay or failure where your organization does not provide Cooperation:

  1. Provide the names, contact details and roles of individuals responsible for various aspects of support from your organization, including primary contacts for technical and administrative matters;
  2. Provide requirements, specifications, configurations, limitations or other details related to a Support Product or other related products, services or software;
  3. Provide internet connectivity, file sharing, remote collaboration, and other similar technology; and
  4. Provide Kaseya with administrative access to all relevant systems needed to perform the Professional Services.

 

  1. Additional Terms and Conditions

  1. Non-Solicitation.

For up to two (2) years after Professional Services are rendered, you shall not, directly or indirectly, solicit to employ in any capacity (including, as an employee or contractor) any Kaseya personnel who provided the Professional Services to your organization (“Restricted Personnel”). Further, you shall not, directly or indirectly, influence or induce Restricted Personnel to discontinue or reduce the scope of the relationship between the Restricted Personnel and Kaseya. If you breach this Section, Kaseya shall be entitled to damages equal to the greater of one hundred and fifty thousand dollars (US $150,000) and one and a half times (1.5X) the Kaseya annual salary and benefits of such personnel as offered/paid by you. In addition, your breach of this section shall entitle Kaseya, in its discretion, to terminate all Professional Services without the obligation to reimburse you for any prepaid amounts.

  1. Ownership of Work Product and Deliverables.

Each party is and will remain the sole owner and/or licensor of the Work Product contributed, created and/or provided by that party (the “Owner”) during the course of the Professional Services.  For clarity, Deliverables are a form of Work Product.  If it is necessary for you to use Kaseya Work Product on an ongoing basis in order to enjoy the benefits of the Professional Services, Kaseya grants to you (and not to any third parties, other than contractors working on your behalf) the non-exclusive, non-transferable license to use the Work Product, without the right to sublicense, exclusively for your internal business purposes, and only as originally intended to allow you to benefit from the Professional Services.   All rights in the Work Product not explicitly granted hereunder are reserved by the Owner.  Notwithstanding anything to the contrary set forth herein, any ownership rights over Work Product are subject to the other party’s rights in their Confidential Information.

  1. Warranty Period.

For clarity, this provision on warranties supersedes any conflicting or inconsistent warranty language in the Kaseya Master Agreement.  Kaseya warrants that Professional Services will materially conform to the applicable Statement of Work and the Order, and that they will be performed in a professional and workmanlike manner (“Professional Services Warranty”) for a period of thirty (30) days from the date that the Professional Services are provided.  Any claim for breach of the Professional Services Warranty must be reported to Kaseya, in writing, within such 30-day period.   Your remedy for breach of the Professional Services Warranty is limited to Kaseya’s reperforming the Services at no additional charge such that they do conform, or refunding to you the amounts paid for the Professional Services that are non-conforming.  Kaseya’s obligations under the Professional Services Warranty are conditioned upon: (a) your complying with your own obligations in relation to the Professional Services; (b) the breach being caused solely by the error or omission of Kaseya, and; (c) your providing Kaseya with reasonable assistance in the diagnosis and remedy of the breach.