General Terms and Conditions

General Terms and Conditions of Business

Revision 3 – 01Apr2026

1. Agreement Overview
This Agreement defines the obligations, service standards and legal terms applicable to the provision of managed IT services. It is binding upon both parties once signed. The parties acknowledge this Agreement forms a legally enforceable contract under the laws of England and Wales.

2. Definitions
For the purposes of this Agreement:

  • Business Hours: Monday to Friday, 09:00–17:00 (telephone), 09:00–18:00 (email/ticket desk), excluding UK public holidays.
  • Incident: Any unplanned interruption or reduction in quality of an IT service.
  • Priority Levels: Categorisation of incidents based on impact and urgency (High, Medium, Low).
  • Effective Date: The date on which this Agreement is valid from.

3. Services Covered
We agree to supply the following services (“Services”):

  1. Remote support via email and telephone.
  2. Software support and maintenance on supported workstations and mobile devices.
  3. Security patching and updates on supported devices.
  4. Remote monitoring and management (where licensed and enabled).

Exclusions (billable separately):

  • Hardware supply, installation, or repair.
  • Onsite visits (unless included in a specific package).
  • Third-party vendor support unless expressly contracted.
  • Major projects, migrations, or consultancy (subject to a separate quotation or Statement of Work).

4. Customer Responsibilities
You shall:

  • Pay fees promptly and in advance at the agreed interval.
  • Maintain valid licenses for all software and systems.
  • Provide Us with necessary access (remote or onsite) to deliver services.
  • Ensure staff follow IT usage and security policies and report issues promptly.
  • Maintain adequate connectivity, power, and environmental conditions.

5. Provider Responsibilities
We shall:

  • Deliver Services with reasonable care and skill in line with industry standards.
  • Respond to incidents and requests in accordance with the defined SLAs.
  • Notify You of planned maintenance or service changes.
  • Escalate critical issues appropriately.
  • Maintain appropriate insurance and professional standards.
  • May engage subcontractors or use third-party tools, remaining responsible for their performance and compliance.

6. Service Hours & SLAs
Support is provided during Business Hours.
Response targets:

  • High priority: within 4 business hours.
  • Medium priority: within 2 business day.
  • Low priority: within 5 business days.

Resolution times are not guaranteed but We will use reasonable endeavours.
We may suspend services without liability if payment is overdue by more than 14 days or if You are in material breach of this Agreement.

7. Security & Compliance
We operate in line with Cyber Essentials principles.
You remain the data controller under UK GDPR and is responsible for compliance, backups, and retention unless covered by a separate written agreement.
We act as a data processor only in respect of Customer data accessed during service delivery and shall process such data strictly in accordance with documented instructions from You.

8. Charges & Payment
Fees are invoiced monthly in advance or on an ad-hoc basis. Payment is due within 14 days of invoice date.
Late payments may attract statutory interest and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Additional work (e.g. projects, hardware, travel) will be quoted and billed separately.

We reserve the right to review and adjust our fees annually. Any increase will be reasonable and reflect changes in operating costs, market conditions, and inflation and will take effect on or after the anniversary of the commencement date of the services.

9. Change Control
Requests outside the scope of this Agreement shall require a separate Statement of Work or quotation. Work will not proceed without Your prior written acceptance.

10. Liability
Our liability is limited to the total fees paid under this Agreement in the preceding 12 months.
We are not liable for indirect or consequential losses including, but not limited to, loss of profit, business interruption, or data loss (unless expressly covered under a separate backup agreement).
Nothing in this Agreement limits liability for death, personal injury caused by negligence, or fraud.

11. Confidentiality & Data Protection
Both parties shall keep confidential all information obtained in connection with this Agreement and shall not disclose it without prior written consent, save as required by law.
We shall comply with the Data Protection Act 2018 and UK GDPR when handling personal data and shall ensure appropriate technical and organisational measures are in place.

12. Term & Termination
This Agreement shall commence on the Effective Date and continue for 12 months, auto-renewing annually.

Either party may terminate with 30 days’ written notice prior to renewal.
Either party may terminate immediately for material breach or insolvency.

Upon termination:

  • All outstanding fees become immediately payable.
  • We will, upon request, assist with a reasonable transition period subject to applicable charges, to ensure continuity of service.
  • You shall revoke access credentials and confirm data handover.

13. Force Majeure
Neither party shall be liable for delays or failures caused by events beyond reasonable control, including but not limited to natural disasters, cyberattacks, strikes, or government actions.

14. Dispute Resolution
In the event of a dispute, both parties agree to attempt resolution via mediation before pursuing legal action.

15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any dispute arising under this Agreement.

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