General Terms & Conditions

2.1These Conditions apply to every supply of Goods and/or Services by the Seller to the exclusion of any terms which the Buyer seeks to impose or incorporate, unless expressly accepted in writing by a director of the Seller.

2.2A quotation is an invitation to treat unless stated otherwise. An Order constitutes the Buyer's offer to purchase the relevant Goods and/or Services. The contract is formed when the Seller accepts the Order in writing, begins performance, or supplies the Goods or Services, whichever happens first.

2.3If documents forming the Agreement conflict, the following order of precedence applies unless an Order expressly states otherwise: (a) the signed Order or statement of work; (b) Schedule 1 (Data Processing Particulars), for data-protection matters only; (c) the relevant Service Schedule; (d) these Conditions; and (e) the quotation or proposal.

2.4No variation is effective unless agreed in writing by authorised representatives of both parties.

3.1The Charges are those stated in the applicable Order and are exclusive of VAT and any delivery, carriage, insurance, duties or similar charges unless expressly stated otherwise.

3.2The Seller may adjust Charges where the cost of supplying Goods or Services increases because of a change requested by the Buyer, delay or default by the Buyer, a change in law or tax, currency movement affecting supplier cost, or an increase imposed by a third-party vendor or distributor.

3.3Where a Third-Party Service provider changes its price during a committed term and that increase is passed to the Seller, the Seller may pass the corresponding increase to the Buyer from the date on which it applies, unless the Order expressly provides otherwise.

4.1Unless the Order states otherwise, invoices are due for payment within 30 days of the invoice date. Recurring Services may be invoiced monthly or annually in advance, and projects, Goods and other Services may be invoiced in advance, by milestone or on completion, as stated in the Order.

4.2All sums are payable in full without set-off, counterclaim, deduction or withholding except as required by law.

4.3For qualifying late commercial debts, the Seller reserves all rights available under the Late Payment of Commercial Debts (Interest) Act 1998, including statutory interest and applicable recovery compensation and costs. Nothing in the Agreement substitutes a lower contractual interest rate for any statutory entitlement.

4.4If an undisputed invoice remains overdue after written notice, the Seller may suspend affected Services in accordance with clause 13.

5.1Goods shall be as described in the Order. The Seller may make changes required by law or a manufacturer, provided that they do not materially reduce the agreed functionality of the Goods.

5.2Delivery dates are estimates unless expressly agreed in writing as fixed. Time for delivery is not of the essence.

5.3Risk in Goods passes to the Buyer on delivery to the agreed location. Title remains with the Seller until all sums due for those Goods have been paid in full.

5.4Until title passes, the Buyer shall keep the Goods identifiable as the Seller's property, take reasonable care of them and not dispose of or encumber them.

5.5To the extent permitted by law, the Seller may recover Goods for which title has not passed. Any right of entry to recover Goods shall be exercised only lawfully and, where practicable, on reasonable notice.

5.6Carriage and delivery charges will be charged as stated in the Order or, if not stated, at the Seller's reasonable cost.

6.1The Buyer shall inspect Goods promptly after delivery and notify the Seller in writing within 5 Business Days of any visible shortage, transit damage or apparent non-conformity.

6.2Failure to notify a visible issue within that period does not exclude any right which cannot lawfully be excluded, nor does it prevent notification of a latent defect that could not reasonably have been discovered on inspection.

6.3Unless expressly stated in the Order, the Seller does not provide a separate manufacturer-style warranty for Goods. The Seller will, where reasonably possible, assist the Buyer to obtain the benefit of an applicable manufacturer or distributor warranty, subject to its terms.

6.4Nothing in this clause excludes any term or remedy which cannot lawfully be excluded.

7.1The Seller shall perform the Services with reasonable care and skill using suitably qualified personnel.

7.2The scope, service hours, response targets, exclusions and deliverables are only those expressly stated in the applicable Order or Service Schedule. A service level or response target is not a guarantee of resolution within that period unless expressly stated as such.

7.3Dates for performance are estimates unless the Order expressly identifies a date as binding. The Seller is not responsible for delay caused by the Buyer, a third party, lack of access, unsupported systems, missing credentials, vendor delay or any other dependency outside the Seller's reasonable control.

7.4Work outside scope may be quoted separately or charged at the Seller's then-current applicable rates where the Buyer authorises the additional work.

7.5The Seller may use employees, contractors and subcontractors to perform the Services and remains responsible for performance of its contractual obligations, subject to the terms of the Agreement.

8.1The Buyer shall provide timely, accurate information, decisions, access, credentials, equipment, facilities and cooperation reasonably required for delivery of the Services.

8.2The Buyer warrants that it has authority to instruct the Seller to access, configure, monitor, support and administer the systems, networks, devices, cloud services, Microsoft 365 tenants, accounts and data made available to the Seller for the Services.

8.3The Buyer is responsible for timely notification of joiners, movers and leavers; maintaining accurate authorised-contact details; safeguarding credentials within its control; and ensuring its users follow agreed security procedures.

8.4The Buyer shall maintain valid licences, permissions and consents required for the Services and shall not require the Seller to perform any unlawful act.

8.5Where the Seller makes a written security, lifecycle, patching, backup or remediation recommendation which the Buyer declines or materially delays, the Seller is not responsible for loss to the extent caused by that decision or delay, subject always to clause 19 and applicable law.

9.1Third-Party Services are subject to the relevant provider's licence, acceptable-use, support, privacy, subscription and other applicable terms. The Buyer shall comply with terms notified or made available to it where acceptance is required for use of the Third-Party Service.

9.2The Seller does not control a third-party provider's platform, service availability, roadmap, pricing, licensing rules, product withdrawal or security decisions and is not liable for a third-party failure except to the extent caused by the Seller's own breach, and subject to clause 19.

9.3Where a Third-Party Service is committed for a minimum or fixed term, the Buyer remains liable for the associated Charges for the remainder of that commitment even if the Buyer terminates the wider Agreement, unless the Order or the provider permits earlier cancellation without charge.

9.4The Seller may replace a third-party component where it is discontinued or materially changed, provided the replacement is reasonably comparable or the parties agree an appropriate variation.

10.1Either party may request a change to scope. No material change is binding until its effect on Charges, timing, responsibilities and dependencies is recorded in writing.

10.2The Seller may make non-material operational changes to the method of delivering the Services and may make changes reasonably necessary for security, legal, regulatory or vendor requirements.

11.1The Seller shall maintain appropriate technical and organisational measures proportionate to the Services it provides and the risks known to it.

11.2The Buyer acknowledges that no security product, monitoring service, backup system or technical control can guarantee prevention or detection of every cyber incident, data loss, service interruption or malicious act.

11.3The Buyer remains responsible for business policies and risk decisions within its control, including user conduct, approval of recommended controls, physical security, cyber insurance and business continuity arrangements, unless expressly included within the Services.

11.4Each party shall notify the other without undue delay when it becomes aware of a security incident materially affecting the other party's systems or data in connection with the Services and shall reasonably cooperate in the response.

12.1Backup, restore, disaster recovery and business continuity services are provided only where expressly included in an Order or Service Schedule.

12.2The applicable Service Schedule will identify the protected workloads, retention, frequency, monitoring and any agreed recovery objectives. Items not identified as protected are outside scope.

12.3Recovery times and recovery points are targets unless expressly guaranteed in the applicable Service Schedule.

12.4The Buyer remains responsible for its overall business continuity plan and for identifying its critical systems and data to the Seller.

13.1The Seller may suspend all or part of the Services where reasonably necessary because of: (a) material non-payment following written notice; (b) an actual or reasonably suspected security threat; (c) unlawful or abusive use; (d) a breach creating material risk to the Seller, the Buyer or a third party; (e) a third-party provider suspending the underlying service; or (f) an emergency requiring immediate protective action.

13.2Where practicable, the Seller shall give reasonable notice of suspension and shall restore the affected Services when the reason for suspension has been remedied, subject to payment of properly due Charges and reasonable restoration costs.

14.1Each party shall keep confidential all Confidential Information of the other party and shall use it only for the purposes of the Agreement.

14.2A party may disclose Confidential Information to its personnel, professional advisers, insurers, financiers and subcontractors who need to know it and are bound by appropriate confidentiality obligations, or where disclosure is required by law or a competent authority.

14.3This obligation does not apply to information which the receiving party can demonstrate was lawfully known to it without restriction, becomes public other than through breach of the Agreement, is received lawfully from a third party without restriction, or is independently developed.

14.4The confidentiality obligations in this clause survive termination.

15.1Each party retains ownership of the Intellectual Property Rights that it owned or developed independently before or outside the Agreement.

15.2All Intellectual Property Rights in Seller Materials remain vested in the Seller or its licensors.

15.3Unless an Order expressly transfers ownership of a bespoke deliverable, the Seller grants the Buyer, upon payment of all Charges relating to it, a non-exclusive, perpetual, non-transferable licence to use that deliverable internally for the Buyer's business purposes.

15.4Third-party software and materials remain subject to the rights and licence terms of their respective owners.

15.5Nothing in the Agreement transfers ownership of the Buyer's data, branding, documents or other materials supplied by the Buyer to the Seller.

16.1Each party shall comply with Data Protection Legislation in relation to its activities under the Agreement.

16.2The parties acknowledge that their data-protection roles depend on the relevant processing activity. Where the Seller processes Personal Data on behalf of the Buyer as processor, clauses 16.3 to 16.10 and Schedule 1 apply. Nothing prevents either party acting as an independent controller for processing for which it determines the purposes and means.

16.3The subject matter, duration, nature and purpose of processing, the types of Personal Data and the categories of data subject are set out in Schedule 1 (Data Processing Particulars), as refined by any applicable Order or Service Schedule.

16.4The Seller shall process Personal Data only on the Buyer's documented instructions, including the Agreement and written support instructions, unless required to do otherwise by applicable law, in which case the Seller shall inform the Buyer of that legal requirement before processing unless the law prohibits this.

16.5The Seller shall ensure that persons authorised to process Personal Data are subject to confidentiality obligations and shall implement appropriate technical and organisational security measures.

16.6The Buyer gives general written authorisation for the Seller to appoint sub-processors reasonably required to supply the Services. The Seller shall impose written data-protection obligations on each sub-processor appropriate to the processing and shall remain responsible to the Buyer for its sub-processors' performance of those obligations. The Seller shall make information on material sub-processors available to the Buyer and shall give the Buyer reasonable prior notice of any intended addition or replacement of a material sub-processor. The Buyer may object on reasonable data-protection grounds within 14 days of that notice. If the parties cannot resolve the objection in good faith, the Buyer may terminate the affected Service on written notice without termination charge, save for any amounts due under clause 9.3.

16.7The Seller shall reasonably assist the Buyer, taking account of the nature of processing and the information available to the Seller, with data-subject requests, security obligations, personal-data-breach notifications, data protection impact assessments and regulatory consultations. Unless the need for assistance is caused by the Seller's breach, reasonable additional assistance may be charged at the Seller's applicable rates.

16.8The Seller shall notify the Buyer without undue delay after becoming aware of a Personal Data breach affecting Personal Data processed on the Buyer's behalf.

16.9On termination, at the Buyer's written choice and subject to technical feasibility, applicable law and standard backup-retention cycles, the Seller shall return or delete Personal Data processed on behalf of the Buyer. The Seller shall provide information reasonably necessary to demonstrate compliance with this clause and shall permit proportionate audits in accordance with Data Protection Legislation, subject to reasonable notice, confidentiality and security controls.

16.10The Seller shall not make a restricted international transfer of Personal Data except where permitted by Data Protection Legislation and subject to any required safeguard or transfer mechanism.

16.11The Buyer is responsible for ensuring it has a lawful basis, the necessary notices and the authority for Personal Data it instructs the Seller to process.

17.1The Seller shall maintain insurance appropriate to its business and the Services, including professional indemnity and public liability insurance. Any specific minimum limit required for an engagement must be stated in the Order.

17.2On reasonable request, the Seller shall provide evidence of relevant current insurance cover.

18.1The Seller warrants that it will provide the Services with reasonable care and skill.

18.2Except as expressly stated in the Agreement and to the fullest extent permitted by law, all other warranties, conditions and terms which might otherwise be implied are excluded.

18.3The Seller does not warrant that any Service, software, cloud platform, internet connection, security control or backup service will be uninterrupted, error-free, immune from attack or capable of preventing every loss, provided that this clause does not reduce the Seller's express obligations under the Agreement.

19.1Nothing in the Agreement limits or excludes liability which cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for breach of obligations as to title where exclusion is prohibited.

19.2Subject to clause 19.1, neither party shall be liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunity, or any indirect or consequential loss, except that this does not exclude Charges properly payable under the Agreement.

19.3Subject to clauses 19.1 and 19.4, the Seller's aggregate liability arising out of or in connection with an affected Order or Service in any rolling 12-month period shall not exceed an amount equal to the Charges paid or payable by the Buyer for that affected Order or Service in respect of the two months immediately preceding the event giving rise to the claim. If the affected Order or Service has been in force for less than two months, the cap shall be an amount equal to the Charges payable for the first two months of that Order or Service.

19.4For a one-off project or sale of Goods which is not part of recurring Services, the aggregate liability cap shall instead be the Charges paid or payable for that project or those Goods.

19.5The limitations in this clause apply only to the extent permitted by law and are intended to allocate commercial risk between businesses, taking account of the Charges and available insurance. Each distinct limitation shall be treated separately for the purpose of any statutory reasonableness test.

20.1The term of each Service begins on the commencement date stated in the Order. Any minimum term, renewal period and notice period shall be stated in the Order.

20.2If an Order does not specify a minimum term or renewal mechanism for a recurring Service, either party may terminate that recurring Service by giving not less than two months' written notice.

20.3Termination of a Service does not cancel a non-cancellable Third-Party Service commitment. The Buyer remains liable for Charges falling due for the balance of that commitment in accordance with clause 9.3.

21.1Either party may terminate the Agreement or an affected Order by written notice if the other party commits a material breach which is capable of remedy and fails to remedy it within 30 days after written notice requiring remedy.

21.2Either party may terminate immediately by written notice if the other party suffers an insolvency event, ceases or threatens to cease carrying on business, or commits a material breach which is incapable of remedy.

21.3The Seller may terminate an affected Service where a required third-party service is permanently withdrawn and no reasonable replacement is available, in which case the Seller shall account for any prepaid recurring Charges relating to a period after termination that it is able to recover or is not obliged to pay onward.

22.1On termination, all undisputed invoices and Charges accrued or committed up to the effective termination date become due in accordance with the Agreement, together with any amounts due under clause 9.3.

22.2Each party shall return the other party's physical property in its possession, subject to any lawful lien or retention right.

22.3Where requested, the Seller will provide reasonable transition assistance at its then-current rates unless transition assistance is expressly included in the Order. The Buyer shall nominate a replacement provider or internal contact and provide timely instructions.

22.4Termination does not affect accrued rights or any provision intended expressly or by implication to survive, including the confidentiality, intellectual property, data protection, liability, payment and governing-law provisions.

23.1Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, epidemic or pandemic, war, terrorism, civil disorder, industrial action, utility or telecommunications failure, widespread internet or cloud-platform failure, governmental action or supply-chain disruption.

23.2The affected party shall take reasonable steps to minimise the effect of the event and resume performance when reasonably practicable.

23.3If a force-majeure event materially prevents a Service for more than 60 consecutive days, either party may terminate the affected Service on written notice, without affecting accrued rights or non-cancellable third-party commitments.

24.1The Seller may subcontract performance and may assign the Agreement to an affiliate or successor in connection with a bona fide sale, merger or reorganisation, provided this does not materially reduce the Buyer's contractual rights.

24.2The Buyer shall not assign or transfer the Agreement without the Seller's prior written consent, such consent not to be unreasonably withheld or delayed.

25.1A formal notice under the Agreement shall be in writing and delivered by hand, by pre-paid next-working-day post, or by email to the registered office or notice email address last notified by the relevant party.

25.2A notice is deemed received: when delivered by hand; at 9.00 am on the second Business Day after posting; or, for email, at 9.00 am on the next Business Day after transmission, provided that the sender has not received an automated message indicating non-delivery.

25.3This clause does not apply to the service of any proceedings or other documents in any legal action.

26.1The Agreement constitutes the entire agreement between the parties concerning its subject matter. Neither party relies on any statement not set out in the Agreement, but nothing excludes liability for fraud or fraudulent misrepresentation.

26.2No failure or delay in exercising a right is a waiver. A waiver is effective only if in writing and only for the circumstance for which it is given.

26.3If a provision is invalid or unenforceable, it shall be severed or modified to the minimum extent necessary and the remainder shall continue in force.

26.4Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship or authority for one party to bind the other.

26.5A person who is not a party to the Agreement has no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.

27.1The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the law of Northern Ireland.

27.2The courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, including its subject matter or formation.