4.1.

The Supplier shall provide support in accordance with the Service Level Schedule agreed with the Client from time to time (the 'SLA'), which shall form part of, and be read together with, these Terms.

4.2.

Where no Service Level Schedule has been agreed between the parties, the Supplier shall use reasonable endeavours to respond to and resolve support requests within a reasonable time having regard to their priority, but no specific response or resolution time shall apply and time shall not be of the essence.

4.3.

'Business Hours' means the hours set out in the applicable SLA or, where none is agreed, 8:30am to 6:00pm on Business Days.

4.4.

Where the Client requires guaranteed uptime, response times, or service credits, these shall be set out in the SLA, which shall take precedence over these Terms in respect of the specific metrics it covers.

4.5.

The Supplier shall provide reasonable reporting on service performance upon the Client's written request, at intervals to be agreed between the parties.

4.6.

Escalation of unresolved issues shall follow the escalation path set out in the applicable SLA or otherwise notified by the Supplier to the Client from time to time.

5.1.

The Client shall provide the Supplier with access to all relevant information, materials, properties, and matters required to enable the Supplier to perform the Services.

5.2.

The Client shall ensure that all necessary permissions, consents, licences, and approvals are obtained to enable the Supplier to perform the Services.

5.3.

The Supplier shall not be liable for delays or failures to perform the Services where such delays are caused by the Client's failure to comply with these obligations.

6.1.

The Fees for the Services and Price for the Goods are as set out in the quotation.

6.2.

The Supplier is entitled to recover reasonable incidental expenses for materials, third-party goods, and services provided in connection with the Services.

6.3.

The Client shall pay for any additional services not specified in the quotation according to the Supplier's then-current hourly rates or as agreed.

6.4.

The Fees/Price are exclusive of VAT and other applicable taxes or levies.

6.5.

The Client may be required to pay a non-refundable deposit ('Deposit') as detailed in the quotation prior to service commencement or goods purchase.

6.6.

If the Deposit is not paid as per sub-Clause 6.5, the Supplier may withhold the provision of Goods/Services or terminate the agreement.

6.7.

The Deposit shall be non-refundable unless the Supplier is at fault for failing to provide the Services.

7.1.

Acceptance of the quotation constitutes written acceptance of the Client's order for Goods/Services and acceptance of these Terms by both parties.

7.2.

The Supplier agrees to enter into a contract for the provision of Services upon the Client's written acceptance of the quotation.

7.3.

The quotation is valid for 7 days from the date shown unless withdrawn earlier by the Supplier.

7.4.

Either party may cancel the order before the Client's acceptance.

7.5.

Any variation to the Services must be notified in writing by the Client, with additional costs being invoiced to the Client.

7.6.

The Client agrees and acknowledges that any quotations for services outside of the contract must be approved via the Supplier's platform, HALO.

7.7.

If the Supplier has to change the Services due to circumstances beyond its control, the Supplier will notify the Client immediately. The Supplier shall seek to offer arrangements as close to the original as possible in such circumstances.

8.1.

The Supplier will invoice the Client for the Fees upon completion of Services or purchase of Goods or as specified in the quotation.

8.2.

The Client shall pay the Fees within 30 days of the invoice date or as otherwise agreed between the Supplier and the Client.

8.3.

Payment is of the essence, and failure to pay within the specified period will result in the Supplier charging interest at 8% per annum above the Bank of England base rate.

8.4.

If payment is not made within the agreed period, the Supplier may suspend further provision of the Services or cancel any future services.

9.1.

The Supplier may sub-contract the provision of Services.

9.2.

The Supplier ensures that any sub-contractors engaged are qualified and skilled in the relevant practices and will not pass any additional charges incurred onto the Client.

9.3.

The Client agrees and acknowledges that the Supplier cannot and does not commit to ensuring that the services provided by a Customer Third-Party Provider are performing (or will perform) to any particular standard or service level.

9.4.

Where the Services involve the supply, resale, or configuration of third-party software, hardware, or cloud services, such items are provided subject to the relevant manufacturer's or vendor's own licence terms and warranties, which shall take precedence over these Terms to the extent of any conflict in respect of that item. The Supplier passes through, but does not itself provide, any such manufacturer or vendor warranty.

10.1.

The Client consents to the Supplier, its employees, and authorised sub-contractors accessing the Client's systems, networks, and devices remotely, and installing monitoring, management, and security agents ('RMM Tools') reasonably required to deliver the Services.

10.2.

The Supplier shall take reasonable steps to ensure that remote access and RMM Tools are used solely for the purpose of delivering the Services and are configured with appropriate security controls.

10.3.

The Client shall ensure that its systems meet any reasonable technical prerequisites notified by the Supplier, including the use of licensed, supported, and appropriately patched software, to enable secure remote access and effective delivery of the Services.

10.4.

The Supplier may suspend remote access where it reasonably believes continued access poses a security risk, and shall notify the Client as soon as reasonably practicable.

11.1.

The Supplier may terminate the provision of Services immediately if:

11.2.

Services may be cancelled once the minimum contractual period has passed, with the relevant notice period according to the services being provided.

11.3.

Following termination or expiry of the agreement, the Supplier shall, upon the Client's written request and subject to payment of any outstanding Fees and reasonable additional charges, provide reasonable exit assistance to transition the Services to the Client or a replacement provider for a period of up to 30 days from the termination date, unless otherwise agreed in writing.

11.4.

Within a reasonable period following termination, the Supplier shall disable, transfer, or hand over any accounts, licences, or access credentials held on the Client's behalf, save where such licences or accounts remain the Supplier's own property or the Supplier is required by law to retain them.

12.1.

The Supplier reserves all intellectual property rights related to the products and Services provided.

12.2.

Personal information will be processed in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. For details on how personal data is handled, please refer to the Supplier's Privacy Notice on the website.

12.3.

All personal data and other Client data processed by the Supplier in connection with the Services remains the property of the Client. On termination or expiry of the agreement, or earlier upon the Client's written request, the Supplier shall return or securely delete all such data within a reasonable period, save to the extent it is required by law to retain it.

12.4.

Where the Supplier processes personal data on the Client's behalf as a data processor, the parties shall enter into a Data Processing Agreement in the Supplier's standard form (or as otherwise agreed in writing), setting out the terms required under Article 28 of the UK GDPR. The Data Processing Agreement shall form part of, and be read together with, these Terms.

12.5.

The Supplier shall notify the Client without undue delay, and in any event within 72 hours of becoming aware, of any personal data breach affecting Client data, and shall provide reasonable information to assist the Client in meeting any notification obligations to the Information Commissioner's Office or affected data subjects.

13.1.

The Supplier may utilise Artificial Intelligence ("AI"), workflow automation, scripting and other technology-assisted tools to assist in the delivery of the Services, improve operational efficiency, produce documentation, generate technical recommendations, assist with troubleshooting, automate repetitive tasks and enhance customer communications.

13.2.

The Supplier currently utilises Claude AI as its approved enterprise AI platform for processing company information. The Supplier reserves the right to introduce additional enterprise AI platforms where such platforms meet equivalent or higher standards of security, confidentiality and compliance with applicable UK data protection legislation.

13.3.

The Supplier shall take reasonable steps to ensure that any approved AI platform is configured and operated in accordance with applicable UK data protection legislation and recognised security best practices.

13.4.

Unless expressly authorised in writing by the Client, the Supplier shall not knowingly submit the following information to any public or consumer Artificial Intelligence platform:

13.5.

The Client acknowledges that the Supplier may use AI-assisted tools to generate technical documentation, scripts, reports, communications, recommendations, workflow automations and other materials in connection with the Services. Where such outputs may materially affect the Client's systems or business operations, they shall be reviewed by appropriately qualified personnel before implementation.

13.6.

Whilst the Supplier will exercise reasonable skill and care in reviewing AI-assisted outputs, Artificial Intelligence technologies are capable of producing inaccurate, incomplete or misleading information. The Supplier does not warrant that AI-generated content will be free from error and shall not be liable for inaccuracies arising solely from the inherent limitations of AI technologies where reasonable review has been undertaken.

13.7.

Unless expressly stated otherwise within a quotation or managed service agreement, requests by the Client for AI solutions, AI automations, AI agents, AI integrations, prompt engineering, workflow development or AI consultancy shall constitute additional Services and may be separately quoted and charged.

13.8.

Any automation workflows, prompts, scripts, templates, methodologies, AI-assisted processes, documentation or other intellectual property developed by the Supplier during the provision of the Services shall remain the intellectual property of the Supplier unless otherwise agreed in writing.

14.1.

The Supplier shall not be liable for indirect or consequential loss, damage, or any loss of profit in connection with the Services/Goods.

14.2.

The Supplier is not liable for delays due to causes beyond its reasonable control, including delays caused by third-party providers.

14.3.

The Client shall indemnify the Supplier against any loss or damage to equipment caused by the Client or its agents.

14.4.

The Supplier's liability for death or personal injury caused by negligence will not be excluded.

14.5.

Subject to Clause 14.4 and Clause 14.6, the Supplier's total aggregate liability to the Client arising out of or in connection with the Services or Goods, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the total Fees paid by the Client to the Supplier in the 12 months immediately preceding the event giving rise to the claim, or, where the claim arises within the first 12 months of the agreement, the Fees payable by the Client in that period.

14.6.

Nothing in these Terms shall exclude or limit either party's liability for fraud or fraudulent misrepresentation.

15.1.

The Supplier shall maintain, for the duration of the agreement, professional indemnity insurance and public liability insurance with reputable insurers at levels of cover appropriate to the Services provided, and shall provide reasonable evidence of such cover to the Client upon written request.

15.2.

Where the Supplier processes Client personal data or provides cyber security related Services, it shall maintain appropriate cyber liability insurance.

16.1.

Neither party shall employ or contract any employee of the other party for 6 months after the termination of the agreement without written consent.

16.2.

If the Client hires an employee provided by the Supplier, they shall pay a fee of £15,000 or agree to an extended hire period.

18.1.

All notices must be in writing and signed by an authorised representative of the party giving notice.

18.2.

Notices are deemed delivered when:

18.3.

Notices shall be sent to the most recent address or contact details provided by the other party.

19.1.

No waiver by the Supplier of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

19.2.

No failure or delay on the part of either the Supplier or the Client to exercise any right, power, or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power, or privilege preclude, any other or further exercise of any other right, power, or privilege.

21.1.

The Client shall not assign, transfer, sub-contract, or otherwise deal with any of its rights or obligations under these Terms without the prior written consent of the Supplier, such consent not to be unreasonably withheld.

21.2.

The Supplier may assign or transfer its rights and obligations under these Terms to any third party acquiring the relevant part of its business, or to an affiliate, provided the Supplier notifies the Client in writing.

22.1.

These Terms, together with the applicable quotation, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements relating to their subject matter.

22.2.

Each party acknowledges that it has not relied on any statement, representation, or warranty other than as expressly set out in these Terms, save that nothing in this Clause shall limit liability for fraudulent misrepresentation.

22.3.

A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

23.1.

These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

23.2.

Any dispute, controversy, proceedings, or claim between the Supplier and the Client relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall under the jurisdiction of the courts of England and Wales.