Terms & Conditions

2. Basis of contract

2.1 An order or proposal signed by you (or accepted in writing) constitutes an offer by you to purchase the Services in accordance with these Terms and Conditions.

2.2 The contract comes into existence on the earlier of our written acceptance of your order or our commencement of the Services.

2.3 Any samples, drawings, descriptive matter, or advertising issued by us (including on our website) are produced solely to provide an approximate idea of the Services. They do not form part of the Contract nor have any contractual force.

2.4 These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

3. The Services

3.1 We will supply the Services set out in your Order Form, Service Agreement, or Statement of Work using reasonable care and skill in accordance with good industry practice.

3.2 While we implement proactive measures, next-generation endpoint detection and response (EDR), 24/7 security monitoring, and identity threat controls, no technology solution can guarantee complete immunity from cyber threats, zero-day vulnerabilities, or malicious insider action. We do not warrant that our Services will prevent every possible security incident.

3.3 We will use reasonable endeavours to meet any performance dates specified in the Order, but any such dates are estimates only and time shall not be of the essence.

3.4 We reserve the right to amend the Services if necessary to comply with any applicable law, regulatory requirement, or security standard, provided that the amendment does not materially affect the nature or quality of the Services.

4. Your obligations

You agree to:

• Co-operate with us in all matters relating to the Services;
• Provide prompt access to your premises, staff, computers, systems, and network credentials reasonably required for the delivery of the Services;
• Provide complete and accurate information, instructions, and materials;
• Ensure your team adheres to safe operational and password practices;
• Obtain and maintain all necessary licences, permissions, and consents required before the start of the Services;
• Notify us immediately of any suspected cyber incident, unauthorised account access, or security breach.

4.2 If our performance of any obligation is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (“Customer Default”), we may suspend performance until you remedy the default.

5. Charges and payment

5.1 The charges for the Services are set out in the Order Form or applicable rate card.

5.2 Recurring managed service fees are billed monthly in advance unless agreed otherwise in writing. Out-of-scope work, hardware, and project hours are invoiced on completion or in accordance with project milestones.

5.3 All amounts payable are exclusive of VAT, which you will pay in addition at the prevailing rate.

5.4 Payment terms are strictly 14 days from the date of invoice, unless stated otherwise on the Order Form. Payment by Direct Debit may be required for recurring services.

5.5 If you fail to make payment by the due date, we may charge interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate, and/or suspend the provision of the Services until payment is received in full.

6. Intellectual property

6.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) shall be owned by us or our licensors.

6.2 We grant you a non-exclusive, non-transferable licence to use such materials solely to the extent necessary to receive the benefit of the Services.

7. Data protection & security

7.1 Both parties will comply with all applicable requirements of the UK Data Protection Legislation (including the UK GDPR and the Data Protection Act 2018).

7.2 Where we process personal data on your behalf as a Data Processor, our Data Processing Agreement (DPA) shall apply, under which we will process such data only on your documented instructions, ensure confidentiality, implement appropriate technical and organisational measures, and assist you in responding to data subject requests.

7.3 Full details of how we handle personal data in our capacity as a Data Controller are set out in our Privacy Policy.

8. Confidentiality

8.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 8.2.

8.2 Each party may disclose the other party's confidential information: (a) to its employees, officers, contractors, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract; and (b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

9. Limitation of liability

9.1 Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under applicable law.

9.2 Subject to clause 9.1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, for:

• Loss of profits, sales, or business revenue;
• Loss of agreements or contracts;
• Loss of anticipated savings;
• Loss of or damage to goodwill;
• Loss of use or corruption of software, data, or information (except where covered by an explicit backup management SLA);
• Any indirect, special, or consequential loss.

9.3 Subject to clause 9.1 and 9.2, our total aggregate liability to you in respect of all breaches of duty arising under or in connection with the Contract shall not exceed the total charges paid by you under the Contract in the 12 months preceding the date of the claim.

10. Term and termination

10.1 The Contract will continue for the initial term stated on your Order Form (or 12 months if unspecified) and will automatically renew for successive 12-month periods unless terminated by either party giving written notice at least 90 days before the end of the then-current term.

10.2 Either party may terminate the Contract with immediate effect by giving written notice if the other party commits a material breach and fails to remedy it within 30 days of being notified in writing, or becomes insolvent, bankrupt, or subject to administration.

11. Consequences of termination

On termination of the Contract, you shall immediately pay to us all outstanding unpaid invoices and interest, and we will issue an invoice for any Services supplied for which no invoice has yet been submitted. We will co-operate reasonably in offboarding and handover subject to payment of any applicable transition fees.

12. Force majeure

Neither party shall be in breach of the Contract or liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control (including acts of God, national telecommunications failures, war, pandemic, government sanctions, or power grid disruptions).

13. General legal terms

13.1 Assignment: You may not assign or transfer your rights or obligations under the Contract without our prior written consent.

13.2 Variation: No variation of the Contract shall be effective unless it is in writing and signed by both parties.

13.3 Waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.

13.4 Severance: If any provision of the Contract is held invalid or unenforceable, the remaining provisions will continue in full force.

13.5 Third-party rights: Unless expressly stated, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

14. Governing law & jurisdiction

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.