Part 1 – General Provisions
Article 1 – Definitions
In these terms and conditions, the following definitions apply:
InfraForge: InfraForge Morocco, registered under Moroccan law (RC/ICE: pending).
Client: the party entering into an agreement with InfraForge.
Services: all services and products provided or to be provided by InfraForge, including IT management, cloud, network, telephony, security, consulting, and project work.
Agreement: any written or digitally confirmed arrangement between InfraForge and the client.
SLA: Service Level Agreement specifying response times, availability, and service levels.
Equipment: all hardware and installations supplied or made available by InfraForge.
Data Processing Agreement: an agreement governing the processing of personal data, in accordance with Law 09-08.
Article 2 – Applicability
1. These terms and conditions apply to all offers, agreements, and deliveries of InfraForge.
2. Deviations from these terms are valid only if agreed in writing.
3. The client's own terms and conditions do not apply unless InfraForge expressly accepts them in writing.
Article 3 – Offers and Formation of Agreement
1. All offers from InfraForge are non-binding and valid for 30 days.
2. An agreement is formed once InfraForge has received written or digital confirmation from the client.
3. Offers are based on information provided by the client. If this information proves incorrect, InfraForge has the right to adjust prices or execution.
4. ROI models, savings proposals, or demonstrations are examples only and do not guarantee any result.
Article 4 – Duration and Termination
1. Contracts have a standard term of 12 months, unless otherwise agreed.
2. Termination must be given in writing with a notice period of 1 month before the end of the contract term.
3. Without timely termination, the contract is automatically renewed for 12 months.
4. For telecom services, after the initial contract period, the agreement is terminable on a monthly basis.
5. InfraForge may terminate the agreement with immediate effect in the event of:
Non-payment or repeated late payment;
Bankruptcy, insolvency, or liquidation of the client;
Serious breach or misuse of services;
Force majeure lasting longer than 2 months.
Article 5 – Prices and Payment
1. All prices are exclusive of VAT (TVA) and other government levies.
2. Invoices must be paid within 30 days, unless otherwise agreed.
3. In the event of late payment, InfraForge charges statutory commercial interest plus collection costs in accordance with Moroccan law.
4. Indexation: InfraForge may adjust rates once per year based on the official consumer price index published by the High Commission for Planning (HCP) of Morocco.
Article 6 – Force Majeure
1. Force majeure includes, but is not limited to: supplier failures, power outages, internet and network problems, strikes, pandemics, and attacks (such as DDoS).
2. During force majeure, InfraForge may suspend its obligations.
3. If force majeure lasts longer than 2 months, either party may terminate the agreement without liability.
Part 2 – Services and SLA
Article 7 – Performance of Services
1. InfraForge performs its services to the best of its ability and with due care, but unless explicitly agreed in writing, it is under a best-efforts obligation and not a guarantee of result.
2. InfraForge may engage third parties in the performance of the agreement.
3. The client grants InfraForge access to systems, premises, and accounts where necessary.
Article 8 – Service Levels
1. Standard SLA (unless otherwise agreed):
Critical incidents (system outage): response within 2 hours (business hours).
Major incidents: response within 4 business hours.
Non-critical tickets: response within 8 business hours.
2. Resolution times are target values, depending on complexity and external suppliers.
3. Urgent requests outside business hours are billed additionally.
4. Maintenance may result in temporary unavailability. InfraForge will attempt to notify in advance.
Article 9 – Additional Work and Project Services
1. Work not explicitly included in the agreement or SLA is considered additional work and is billed separately.
2. This also applies to: urgent work, work outside SLA, evening/weekend work, and unforeseen project hours.
3. For project services such as cabling, network implementation, and migrations, separate delivery reports apply.
Part 3 – Client Obligations
Article 10 – Cooperation
1. The client provides InfraForge with all necessary information and cooperation in a timely manner.
2. If the client fails to cooperate adequately, InfraForge may suspend performance.
Article 11 – Responsibility and Security
1. The client is responsible for securing its own hardware and software that fall outside the managed services contract.
2. The client must take reasonable measures, such as: secure passwords, antivirus, updates, and access restrictions.
3. If the client fails to do so, InfraForge's liability for issues arising from this is excluded.
4. For cybersecurity-related services, the client agrees to comply with recommendations aligned with Moroccan Law 05-20 on cybersecurity and the guidelines of the Directorate General for Information Systems Security (DGSSI).
Article 12 – Fair Use Policy
1. For unlimited support, a reasonable fair use policy applies: average usage per user per month, with a maximum deemed reasonable by InfraForge.
2. For telecom services (unlimited calling/internet), a fair use policy based on average business client usage also applies.
3. Excessive usage may lead to suspension or additional charges.
Part 4 – Liability and Warranties
Article 13 – Liability of InfraForge
1. InfraForge is only liable for direct damage caused by intent or gross negligence.
2. Liability is limited to the invoice amount of the relevant service or month, with a maximum of 250,000 MAD per year.
3. Indirect damage (loss of profit, consequential damage, data loss) is excluded.
4. A condition for liability is that the client puts InfraForge in default in writing and grants a reasonable period to rectify.
Article 14 – Warranties
1. Equipment and software are provided "as is", unless otherwise agreed in writing.
2. Manufacturer warranties from suppliers are passed on by InfraForge.
3. Repair of damage caused by misuse or external influences is not covered by warranty.
Part 5 – Privacy and Data Processing
Article 15 – Personal Data
1. If InfraForge processes personal data for the client, a Data Processing Agreement (DPA) automatically applies, in compliance with Moroccan Law 09-08.
2. InfraForge takes appropriate technical and organizational security measures.
3. Data breaches are reported to the client within 72 hours of discovery.
4. InfraForge may engage sub-processors provided they comply with the requirements of Law 09-08.
5. The parties undertake to comply with the CNDP (National Commission for the Control of Personal Data Protection) regulations and notification requirements.
Article 16 – Confidentiality
1. Both parties undertake to keep confidential information secret.
2. This obligation remains in effect for 3 years after termination.
Part 6 – Specific Services
Article 17 – MSP & Cloud
1. Under managed services contracts, InfraForge monitors systems and performs updates according to the SLA.
2. Backups are only covered under the agreement if explicitly agreed.
3. For cloud and SaaS services, uptime guarantees apply only as agreed in the SLA.
Article 18 – Telecom & VoIP
1. InfraForge provides telephony services through its own or external platforms.
2. Number management and porting are carried out in accordance with ANRT (National Telecommunications Regulatory Agency) regulations.
3. For unlimited calling, a fair use policy applies: usage exceeding three times the average may be billed additionally.
4. The client is responsible for securing their own telephone devices and peripherals against hacking or fraud.
Article 19 – Projects and Networks
1. For projects such as network cabling and migrations, a delivery report is prepared.
2. InfraForge is not responsible for delays caused by third parties (such as contractors or suppliers).
3. Additional work during projects is billed separately.
Part 7 – Intellectual Property
Article 20 – Ownership
1. All intellectual property rights to software, documentation, configurations, and designs remain with InfraForge or its suppliers.
2. The client only receives usage rights for the duration of the agreement.
3. It is not permitted to copy, distribute, or modify software or documentation without permission.
Part 8 – Final Provisions
Article 21 – Applicable Law
1. These terms and conditions are governed by Moroccan law.
2. Disputes shall preferably be resolved through consultation. If this is not possible, they shall be submitted to the competent courts of Casablanca, Morocco.