These terms are issued by IT Solutions Yorkshire Ltd, company number 15249071, whose registered office is 8 Penton Road, Cayton, Scarborough, North Yorkshire, United Kingdom, YO11 3TQ. Our accounts and correspondence address is 8 Penton Road, Cayton, Scarborough, North Yorkshire, YO11 3TQ, and our workshop is at 15 Lodge Gardens, Gristhorpe, Filey, North Yorkshire, YO14 9PW. These terms govern each contract under which we supply goods or services to a business client.
These terms must be read with the immutable accepted Estimate or Support Authorisation, Acceptance Record, Order Confirmation, any Service Schedule expressly named in the accepted document and supplied before acceptance, and applicable data-processing particulars. Those documents identify the Services, Goods, Charges, deposit, contract term and any agreed service levels. If no Service Schedule is named and supplied, none applies. Each accepted Estimate or Support Authorisation forms a separate Contract.
These terms do not apply where the client is acting wholly or mainly outside its trade, business, craft or profession. Our Consumer Terms and Conditions apply in that case.
| Subject | Position |
|---|---|
| Contract documents | The immutable accepted Estimate or Support Authorisation, Acceptance Record, Order Confirmation, these terms, applicable data-processing particulars and only Service Schedules expressly named and supplied before acceptance form the Contract. |
| Charges | The accepted Estimate states the Charges and VAT. The deposit is the greater of 50 percent of the selected option’s VAT-inclusive initial total and the VAT-inclusive total of items marked for deposit cover. |
| Renewal | Recurring Services renew as stated in the Order. Unless the Order gives a later deadline, cancellation must reach the other party by the end of the Business Day immediately before renewal. Ticket is preferred; email, phone and post are also accepted. |
| Service risk | IT services reduce risk but do not eliminate outages, cyber incidents, hardware failure or data loss. Specific commitments must be stated in the Order or Service Schedule. |
| Liability cap | Subject to the exclusions that cannot lawfully be limited, our aggregate liability is normally the greater of GBP 10,000 and 100 percent of the relevant annual Charges. |
| Data processing | Schedule 1 applies where we process personal data on the Client’s behalf. |
1 Definitions and interpretation
1.1 The following definitions apply in the Contract.
Applicable Law means any law, regulation, regulatory requirement or binding code that applies to a party or the Contract.
Acceptance Record means the evidence captured by the secure acceptance page or recorded from a complete wet-signed contract pack, including the accepted revision and option, declarations, content versions, acceptor identity, method, date and time.
Estimate means the non-binding document issued through our Estimate and Order Management system that describes proposed Goods, Services, Third-Party Services, Charges, assumptions and options. It includes a Support Authorisation unless the context requires otherwise.
Business Day means Monday to Friday excluding public holidays in England.
Charges means the fees, prices, expenses and other sums payable under an Order.
Client means the business identified in the Order.
Client Data means information, data and content made available by or on behalf of the Client.
Contract means the contract formed under clause 3 for a particular Order.
Contract Year means each 12 month period starting on the Service Start Date and each anniversary of it, or the shorter remaining period if the Contract ends earlier.
Deliverables means work product expressly identified as a deliverable in an Order, excluding Third-Party Services and our Background Materials.
Goods means hardware or other tangible items supplied by us.
Order means the binding, immutable snapshot of the Estimate revision and option accepted under clause 3, together with its Acceptance Record, Order Confirmation and incorporated contractual documents.
Order Confirmation means the durable record issued after contract formation that identifies the accepted Estimate revision and option, Charges, tax, deposit, declarations and applicable contractual documents.
Recurring Services means Services charged periodically or supplied for a continuing term.
Service Schedule means service-specific terms expressly named in an accepted Estimate and supplied to the Client before acceptance.
Services means the services described in an Order.
Support Authorisation means a short, usually single-option form of Estimate used for ad-hoc diagnosis, repair or support where a fixed total price cannot reasonably be known in advance.
Third-Party Services means software, licences, cloud services, connectivity, domains, hosting, warranties or other items supplied by a third party.
we, us or our means IT Solutions Yorkshire Ltd.
1.2 References to writing include email. A reference to legislation includes amendments and replacements. Words such as including do not limit the words that precede them. If a deadline falls on a non-Business Day, it moves to the next Business Day unless the Order concerns a renewal or supplier commitment that must be actioned earlier.
2 Contract documents and precedence
2.1 The Contract consists of the immutable accepted Estimate revision and option, its Acceptance Record and Order Confirmation, any applicable data-processing particulars, any Service Schedule expressly named in the accepted Estimate and supplied before acceptance, these terms, and any other document expressly incorporated by the accepted Estimate and supplied before acceptance.
2.2 If there is a conflict, the following order of precedence applies: an expressly negotiated provision in the Order; Schedule 1 for personal data matters; an applicable Service Schedule expressly named and supplied; these terms; and any other incorporated document.
2.3 A Client purchase order is used for administration only. Its terms do not amend the Contract unless we expressly accept the amendment in writing.
2.4 Supplier terms may apply to Third-Party Services where they are identified or made available before the Client commits to them. They apply only to the relevant Third-Party Service.
3 Orders and contract formation
3.1 An Estimate is an invitation to enter a Contract, not an Order or a promise to keep an offer open. It remains available for the validity period stated in it, but we may withdraw or revise it before acceptance unless it expressly states that it is irrevocable.
3.2 The Client may accept an Estimate only by completing the secure acceptance page or, as an assisted alternative, signing the complete printed contract pack for subsequent verification and recording by an authorised administrator. A telephone instruction, ordinary email reply, purchase order, payment or instruction to proceed does not by itself accept an Estimate.
3.3 For online acceptance, the Contract is formed when the authorised representative selects the option, completes every required declaration, activates the final control that expressly states an obligation to pay, and the system successfully records the transaction. For wet signature, the Contract is formed when an authorised administrator verifies and records the complete signed pack. At formation, the accepted revision, option, items, Charges, tax, deposit, declarations and content versions are frozen into the Order and recorded in the Order Confirmation.
3.4 The person accepting for the Client confirms that the Client is acting wholly or mainly for business purposes and that they are authorised to bind it. If a transaction is not successfully recorded, a signed pack is incomplete, or we cannot accept the proposed supply, no Contract is formed and we will notify the Client and refund any payment promptly.
4 Supply of Services
4.1 We will supply the Services with reasonable care and skill and materially in accordance with the applicable Order and Service Schedule.
4.2 We may choose the personnel, tools, methods and location used to provide the Services, provided that we meet our contractual obligations.
4.3 Dates and times are estimates unless the Order expressly states that a date or time is a binding commitment. We are not responsible for delay caused by the Client, a supplier, a dependency outside our reasonable control, or a Force Majeure Event.
4.4 IT systems are subject to hardware failure, software defects, malicious activity, human error and third-party dependencies. Unless an Order expressly says otherwise, the Services do not guarantee uninterrupted operation, prevention of every cyber incident, successful recovery of every item of data, or business continuity, and they are not insurance.
4.5 Advice is based on the information, access and assumptions available when it is given. The Client must tell us promptly if any of them are incomplete or change.
4.6 Unless an Order expressly states otherwise, we are not required to order Goods, activate Third-Party Services or begin work until the required deposit has cleared. Any start date remains an estimate unless the Order expressly makes it binding.
5 Client responsibilities
5.1 The Client must:
- provide timely, safe and lawful access to personnel, premises, systems, accounts, equipment, information and facilities reasonably required for the supply;
- give accurate and complete information and promptly report faults, suspected malware, security events and material changes;
- identify authorised contacts and ensure that their instructions are accurate and authorised;
- maintain appropriate physical and cyber security, supported software, licences, credentials and access controls;
- maintain tested backups unless a backup service and the parties’ respective responsibilities are expressly included in an Order;
- obtain all permissions needed for us to access systems, monitor services and process Client Data;
- follow reasonable security, support and remediation instructions; and
- comply with Applicable Law and any acceptable use requirements supplied with the relevant Service.
5.2 We may rely on information and instructions received from an authorised contact unless they are manifestly incorrect. We are not required to verify the Client’s internal approval process.
5.3 If the Client causes delay or additional work, we may adjust the timetable and charge the resulting reasonable costs at the applicable rates after notifying the Client.
6 Changes and additional work
6.1 Either party may request a change. A change is binding only when the parties agree its scope, assumptions, Charges and timing in writing, except for urgent work authorised under clause 6.2.
6.2 Where immediate action is reasonably required to protect systems, data or users, we may take proportionate protective action and notify the Client as soon as reasonably practicable. Chargeable remediation beyond the existing scope requires authorisation unless delay would create a material and imminent risk.
6.3 Work outside scope is charged at the rate stated in the Order or, if none is stated, our rate notified before the work begins.
6.4 For straightforward ad-hoc support, we may issue a short, single-option Support Authorisation instead of a multi-option Estimate. It will state the known issue or requested work, applicable rate, billing increment, minimum or call-out charge, calculation basis and any spending limit. Once accepted under clause 3, it is an Order. Work properly instructed by an authorised contact under an existing support plan may instead be recorded in a support ticket, but work outside that plan’s scope or authority requires a new or revised Estimate or Support Authorisation.
7 Support and service levels
7.1 Support hours, channels, priority definitions and target response, restoration or resolution times apply only if stated in the Order or Service Schedule.
7.2 A target is not a guarantee unless the Order expressly describes it as a service level commitment and states the remedy for failure. Resolution time depends on diagnosis, Client cooperation, parts, suppliers and technical feasibility.
7.3 Planned maintenance, emergency maintenance, Client-caused incidents and failures of excluded dependencies do not count as service level failures where the Service Schedule says so.
8 Third parties and subcontractors
8.1 We may use suitably qualified subcontractors and remain responsible for the performance of our obligations by them, subject to the Contract.
8.2 Third-Party Services are also governed by the relevant supplier’s terms. The Client authorises us to accept those terms as its reseller or agent where the Order says so.
8.3 We are responsible for exercising reasonable care and skill in selecting, configuring and managing Third-Party Services within our agreed scope. We are not responsible for a supplier failure that we did not cause and could not reasonably prevent, but we will provide reasonable assistance with a supplier claim at the rates stated in the Order unless the failure resulted from our breach.
8.4 Supplier price, licensing, product and lifecycle changes may require a corresponding change under clause 12.
9 Goods
9.1 Goods, quantity, price, delivery location, delivery method or restriction and any installation are stated in the Order. Unless the Order states otherwise, we may arrange collection, hand-delivery, installation, in-person handover or a suitable carrier. Delivery dates are estimates unless expressly guaranteed.
9.2 Risk in Goods passes to the Client on delivery. Title does not pass until we receive all sums due for those Goods. Until title passes, the Client must keep the Goods identifiable, properly stored and insured and must not dispose of them other than in its ordinary course of business.
9.3 The Client must inspect Goods promptly and notify us within five Business Days of visible damage, shortage or incorrect delivery. This does not affect a defect that could not reasonably have been discovered during that period.
9.4 Manufacturer warranties are passed through where permitted. We will provide reasonable assistance with a valid warranty claim. Installation, data transfer, diagnosis and removal are chargeable unless included in the Order or the issue was caused by our breach.
9.5 Except for rights that cannot lawfully be excluded and any express warranty in the Order, all warranties and conditions relating to Goods are excluded to the fullest extent permitted by law.
10 Charges VAT and expenses
10.1 The Client must pay the Charges stated in the Order. Charges are exclusive of VAT unless the Order states otherwise.
10.2 Labour, travel, minimum billing increments, call-out charges and out-of-hours rates apply only as stated in the Order, Service Schedule or rate card incorporated into the Order.
10.3 The Client must reimburse reasonable travel, accommodation, delivery and third-party expenses where the Order provides for them or the Client approves them in advance.
10.4 Unless the accepted Estimate states a lower amount, the deposit including VAT is the greater of: (a) 50 percent of the selected option’s initial total including VAT; and (b) the VAT-inclusive total of lines marked as needing to be covered before ordering, activation or commitment. It is rounded once to the currency precision, applied against the Order and refundable only to the extent stated in the Contract or required by law. We will credit any amount exceeding properly incurred work, cancellation losses and non-cancellable commitments.
11 Invoicing payment and disputes
11.1 Recurring Services are invoiced in advance. Other work is invoiced at the intervals stated in the Order or, if none are stated, weekly for labour and on delivery for Goods and Third-Party Services.
11.2 The Client must pay each correctly rendered invoice by BACS bank transfer or card in cleared funds by its due date without deduction or set-off, except where the Client has a genuine dispute notified under clause 11.3. Any other agreed payment method will be stated in the Order or invoice.
11.3 The Client must notify us of a genuine invoice dispute within seven days after receipt, giving reasonable details. The Client must pay the undisputed part on time. The parties will work promptly and in good faith to resolve the disputed part.
11.4 For an overdue undisputed B2B payment, we may claim statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts legislation, or any other substantial contractual remedy expressly stated in the Order, but not both for the same loss.
11.5 The Client must reimburse reasonable, evidenced third-party enforcement costs to the extent lawfully recoverable.
12 Recurring Services renewals and price changes
12.1 A Recurring Service begins on the date and continues for the initial term stated in the Order. It then renews for the renewal period stated in the Order unless either party’s cancellation reaches the other by the Cancellation Deadline stated there. Unless the Order gives a later deadline, the Cancellation Deadline is the end of the Business Day immediately before the Renewal Date. If the Order is silent about the renewal period, it renews for successive monthly periods.
12.2 Our preferred cancellation route is a support ticket because it provides a time-stamped record. The Client may also cancel by emailing support@itsolutionsyorkshire.uk, calling 01723 336 165, or writing to 8 Penton Road, Cayton, Scarborough, North Yorkshire, YO11 3TQ. We will record a telephone request in a ticket and confirm it. A clear request is effective when it reaches us through one of these routes.
12.3 The Client remains responsible for supplier commitments we properly incur before an effective cancellation date. The Order must identify any minimum supplier term or non-cancellable commitment that is material to the Client’s cancellation decision. If notice arrives after the Cancellation Deadline, it prevents the following renewal unless we can avoid or reverse the intervening supplier commitment.
12.4 We may change recurring Charges at renewal by giving at least 30 days’ written notice. We may pass through a supplier, tax, exchange-rate or regulatory cost increase during a term where the relevant dependency changes and the Order permits it, provided that we give reasonable evidence and notice.
12.5 If a change under clause 12.4 materially increases the affected recurring Charge other than because of the Client’s usage or requested change, the Client may cancel the affected Service before the change takes effect, subject to any supplier commitment disclosed in the Order.
13 Suspension
13.1 We may suspend the affected supply if an undisputed payment is more than 14 days overdue and remains unpaid seven days after written notice.
13.2 We may suspend immediately to the extent reasonably necessary to address an actual or suspected security incident, unlawful use, material threat to systems or users, or a supplier or legal requirement. We will notify the Client as soon as reasonably practicable.
13.3 A suspension must be proportionate. We will take reasonable care to avoid unnecessary loss and will restore the supply after the cause is remedied. The Client must pay reasonable suspension and restoration costs where the suspension resulted from its breach.
13.4 Suspension does not remove the Client’s obligation to pay recurring Charges or committed supplier costs unless we caused the suspension through breach of Contract.
14 Term and termination
14.1 Each Contract starts when formed and continues for the term stated in the Order unless terminated under the Contract.
14.2 Either party may terminate a Contract for material breach if the breach is not remedied within 30 days after written notice, or within 10 days for non-payment. A breach that cannot be remedied permits termination on written notice.
14.3 Either party may terminate immediately if the other enters liquidation, has an administrator or receiver appointed, ceases or threatens to cease business, or is unable to pay its debts, except where termination is restricted by insolvency law.
14.4 After any minimum term, either party may prevent the next renewal of an ongoing monthly Contract by giving notice under clause 12. A fixed term may be terminated for convenience only if the Order allows it. The Client must pay unavoidable supplier commitments and reasonable wind-down costs disclosed or reasonably foreseeable when it terminates for convenience.
14.5 We may terminate a Service that a supplier withdraws or materially changes if no reasonable replacement is available. We will refund prepaid Charges for the period after termination, less non-refundable supplier costs that were disclosed to the Client.
15 Consequences of termination and exit
15.1 Termination does not affect accrued rights. The Client must pay Charges for supplies made, authorised work in progress and properly incurred commitments up to the termination date.
15.2 On request made before termination or within 30 days afterwards, we will make Client Data held by us available in a commonly used format where reasonably practicable. Standard export and offboarding work is chargeable at the applicable rates unless termination resulted from our material breach.
15.3 After the export period we may delete Client Data in accordance with the Contract, our retention policy and Applicable Law. Data in routine backups may remain until overwritten in the normal cycle and will remain protected meanwhile.
15.4 Each party must return the other’s property and confidential information on request, subject to legal retention duties and routine backups.
15.5 Clauses concerning payment, confidentiality, data protection, intellectual property, liability, accrued rights, dispute resolution and any provision intended to survive continue after termination.
16 Data protection and security
16.1 Each party must comply with Data Protection Laws. Each party acts as an independent controller for personal data it uses for its own administration, billing, relationship management, security and legal compliance.
16.2 Where we process personal data on the Client’s behalf, Schedule 1 applies. The Order or Service Schedule must contain or identify the processing particulars.
16.3 We will maintain technical and organisational measures appropriate to the risks within our agreed scope. No security measure can remove all risk, and the Client remains responsible for its systems and users except to the extent an Order assigns a responsibility to us.
16.4 The Client must not send us special category or highly sensitive personal data unless it is necessary for the Services and the parties have agreed appropriate safeguards.
17 Confidentiality
17.1 Confidential Information means non-public business, commercial, security, technical or personal information disclosed in connection with a Contract, including credentials and Client Data.
17.2 Each recipient must keep Confidential Information secure, use it only for the Contract, and disclose it only to personnel, professional advisers, insurers, subcontractors and suppliers who need it and are subject to suitable confidentiality duties.
17.3 Clause 17.2 does not apply to information that is public through no breach, was lawfully known without restriction, is received lawfully from another source, or is independently developed without use of the disclosed information.
17.4 A party may disclose information where required by law or a competent authority, giving prior notice where lawful and reasonably practicable.
18 Intellectual property
18.1 Each party retains ownership of intellectual property it owned or developed independently of a Contract. The Client retains ownership of Client Data and materials it supplies.
18.2 We retain ownership of our tools, methods, templates, scripts, documentation, know-how and reusable materials, including improvements made while supplying the Services (Background Materials).
18.3 After payment of all relevant Charges, we grant the Client a perpetual, non-exclusive, non-transferable licence to use Deliverables and embedded Background Materials for its internal business purposes. An Order may instead provide for assignment of specifically identified bespoke Deliverables.
18.4 Third-party software and materials are licensed under the supplier’s terms and are not transferred to the Client.
18.5 The Client grants us a non-exclusive licence to use Client Data and materials only as necessary to supply, secure and support the Services and comply with law.
18.6 If a Deliverable created by us infringes a third party’s UK intellectual property right, we may procure continued use, modify or replace it, or refund the Charges paid for the affected Deliverable after allowing for use already received. This clause does not apply to Client materials, instructed designs, third-party items or unauthorised modification or combination.
19 Acceptable use and authority
19.1 The Client must not use the Services unlawfully, infringe rights, distribute malware, attempt unauthorised access, interfere with systems, or use resources in a way that materially harms other users or suppliers.
19.2 The Client confirms that it has authority to instruct us to access, change, monitor, copy, secure or remove data and systems within the agreed scope.
19.3 We may refuse an instruction that appears unlawful, unsafe, outside scope or contrary to professional or supplier requirements. We will explain the reason unless law or security prevents us.
20 Warranties
20.1 Each party warrants that it has authority to enter the Contract.
20.2 We warrant that Services will be supplied with reasonable care and skill. If we materially breach this warranty and the Client notifies us promptly with reasonable detail, we will reperform the affected Service where reasonably possible or provide an appropriate price reduction.
20.3 Except as expressly stated and to the fullest extent permitted by law, we do not warrant that every fault will be corrected, that every recommendation will achieve a particular outcome, or that a Service will be uninterrupted or error-free.
21 Limitation of liability
21.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title, deliberate default, or any liability that cannot lawfully be excluded or limited.
21.2 Subject to clause 21.1, neither party is liable for indirect or consequential loss. We are not liable for loss of profit, revenue, anticipated savings, business opportunity or goodwill, whether direct or indirect.
21.3 Subject to clause 21.1, our total aggregate liability arising from an Order in each Contract Year is limited to the greater of GBP 10,000 and 100 percent of the Charges paid or payable under that Order during the 12 months immediately preceding the first event giving rise to liability. During the first 12 months, the calculation uses the Charges paid or payable for that initial 12 month period.
21.4 Loss or corruption of data is not treated as indirect merely because it concerns data, but our liability is limited to the reasonable cost of restoring data from the most recent usable backup that the Contract made our responsibility, together with other recoverable direct loss, within the cap in clause 21.3.
21.5 We are not liable to the extent loss results from the Client’s breach, inaccurate information, unsupported or unlicensed systems, unauthorised changes, failure to follow reasonable advice, failure to maintain a backup allocated to it, or a supplier failure outside our agreed responsibility.
21.6 Each party must take reasonable steps to mitigate loss. Nothing in this clause limits the Client’s obligation to pay Charges properly due.
22 Indemnities
22.1 The Client will indemnify us against a third-party claim to the extent it arises from Client Data or materials infringing rights, the Client’s unlawful use of the Services, or an instruction that we warned was unlawful or unauthorised.
22.2 An indemnified party must notify the other promptly, provide reasonable cooperation, take reasonable steps to mitigate loss, and allow the indemnifying party to control the defence and settlement, provided no settlement admits fault or imposes an obligation on the indemnified party without consent.
22.3 An indemnity is reduced to the extent the indemnified party caused or contributed to the claim.
23 Force majeure
23.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control, including widespread utility, internet or supplier failure, natural disaster, epidemic, war, civil emergency, industrial dispute, malicious attack or government action (Force Majeure Event). Payment obligations for supplies already made are not excused.
23.2 The affected party must notify the other, use reasonable efforts to reduce the effect and resume performance. If a material Force Majeure Event continues for more than 60 days, either party may terminate the affected Service on written notice, subject to unavoidable supplier commitments disclosed in the Order.
24 Compliance with law
24.1 Each party must comply with Applicable Law relevant to its Contract responsibilities, including anti-bribery, sanctions, export control and software licensing laws.
24.2 The Client is responsible for regulatory obligations specific to its business and for deciding whether the Services meet them unless the Order expressly assigns an obligation to us.
25 Records and audit evidence
25.1 Our contemporaneous Acceptance Records, immutable Order snapshots, Order Confirmations, tickets, time records, monitoring records and system logs are rebuttable evidence of acceptance, work performed and system events. They are not conclusive and may be corrected where inaccurate, but an issued Order snapshot is not silently overwritten.
25.2 Each party must retain records reasonably required by law and the Contract. Audit rights relating to personal data are governed by Schedule 1.
26 Notices
26.1 A formal notice must be in writing and sent by hand or prepaid post to the registered office or principal address stated in the Order, or by email to the notice address in the Order. Notices to us may be sent to support@itsolutionsyorkshire.uk and 8 Penton Road, Cayton, Scarborough, North Yorkshire, YO11 3TQ.
26.2 A notice is deemed received when delivered by hand; at 9:00 am on the second Business Day after posting; or, for email, at the time of transmission if sent before 5:00 pm on a Business Day and no delivery failure is received, otherwise at 9:00 am on the next Business Day.
26.3 This clause does not govern service tickets or court proceedings.
27 Disputes
27.1 A party must first refer a dispute to an authorised manager. If unresolved after 10 Business Days, it must be referred to a director or senior executive of each party.
27.2 If the dispute remains unresolved after a further 10 Business Days, the parties will consider mediation before issuing proceedings, except where urgent relief, debt recovery or limitation protection is required.
27.3 Each party must continue undisputed performance and payment while a dispute is being resolved where reasonably practicable.
28 General
28.1 Neither party may assign a Contract without the other’s prior written consent, not to be unreasonably withheld, except that we may assign it as part of a genuine sale or reorganisation of our business on written notice.
28.2 We may subcontract as permitted by clauses 8 and 16. Subcontracting does not release us from our obligations.
28.3 A failure or delay in exercising a right is not a waiver. A waiver must be in writing and applies only to the circumstance for which it is given.
28.4 If a provision is invalid or unenforceable, it is modified to the minimum extent necessary and the remainder continues in effect.
28.5 The Contract is the entire agreement about its subject matter. Neither party relies on a statement not included in it, but nothing excludes liability for fraud or fraudulent misrepresentation.
28.6 No person other than the parties has a right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
28.7 Nothing creates a partnership, joint venture, employment or agency relationship except an agency expressly stated in an Order.
28.8 A Contract may be accepted electronically only through the secure process in clause 3 or through the complete wet-signature process in that clause. It may be signed in counterparts where the complete pack and every counterpart are verified and recorded together.
28.9 We may update these standard terms for future Estimates. An update does not amend an existing fixed-term Contract, whose terms version is frozen in its Order Confirmation. For an ongoing Contract, we may make a necessary legal, regulatory, security or administrative change on at least 30 days’ notice. If a change materially disadvantages the Client, the Client may terminate the affected ongoing Service before it takes effect, subject to disclosed supplier commitments.
29 Governing law and jurisdiction
29.1 The Contract and any non-contractual dispute are governed by the law of England and Wales.
29.2 The courts of England and Wales have exclusive jurisdiction, subject to any mandatory rule that applies to the parties.
Schedule 1 Data processing terms
1 Scope and roles
1.1 Data Protection Laws means the UK GDPR, the Data Protection Act 2018 as amended, the Data Use and Access Act 2025, the Privacy and Electronic Communications Regulations 2003 and other applicable UK data protection law.
1.2 This Schedule applies where we process personal data on behalf of the Client. The Client is the controller and we are the processor unless the processing particulars identify a different lawful role.
1.3 The Order or Service Schedule must identify the subject matter and duration of processing, its nature and purpose, the types of personal data, the categories of data subjects, and any specific security or retention requirements. If those particulars are incomplete, the processing is limited to what is objectively necessary to supply the documented Services.
2 Documented instructions
2.1 We will process personal data only on the Client’s documented instructions, including instructions in the Contract and support requests, unless UK law requires otherwise. Where lawful, we will tell the Client before carrying out legally required processing.
2.2 We will notify the Client if, in our reasonable opinion, an instruction infringes Data Protection Laws and may suspend that instruction while the parties resolve the issue.
3 Confidentiality and security
3.1 We will ensure that people authorised to process personal data are bound by confidentiality obligations.
3.2 Taking account of current technology, implementation cost, processing scope and the risk to individuals, we will maintain appropriate technical and organisational measures, including measures relevant to access control, authentication, resilience, malware protection, backup, vulnerability management, incident response and secure disposal within the agreed Service scope.
4 Subprocessors
4.1 The Client gives general written authorisation for us to use subprocessors. We will make current subprocessor information available on request and give reasonable advance notice of a material new subprocessor where practicable.
4.2 The Client may object on reasonable data protection grounds within 10 Business Days after notice. The parties will seek a reasonable solution. If none is available, either party may terminate the affected Service, subject to unavoidable supplier commitments disclosed in the Order.
4.3 We will impose data protection obligations on each subprocessor that provide materially equivalent protection for the relevant processing and remain responsible to the Client for the subprocessor’s performance of those obligations.
5 Assistance
5.1 Taking account of the nature of processing, we will provide reasonable assistance for the Client to respond to data subject requests. We will not respond directly unless instructed or legally required.
5.2 We will provide reasonable assistance with security obligations, personal data breach assessment and notification, data protection impact assessments and regulator consultation, taking account of the information available to us.
5.3 We will notify the Client without undue delay after becoming aware of a personal data breach affecting personal data processed under this Schedule and provide information reasonably available to us. Notification is not an admission of fault.
5.4 Assistance outside the ordinary Service scope is chargeable at the applicable rates unless required because of our breach.
6 Return deletion and retention
6.1 At the end of the relevant Service and at the Client’s choice, we will return or delete personal data, unless law requires retention. The Client must exercise that choice during the export period in clause 15.2.
6.2 Personal data in routine backups may remain until overwritten under our normal retention cycle. It will remain protected and will not be restored for active processing except where required for disaster recovery or by law.
7 Information and audits
7.1 We will provide information reasonably necessary to demonstrate compliance with this Schedule, including relevant policies, certifications or independent assurance where available.
7.2 If that information is insufficient, the Client may audit relevant processing once in any 12 month period on at least 20 Business Days’ notice, during normal hours, without accessing other clients’ information or creating a security risk. More frequent or urgent audits are allowed after a material breach or where required by a regulator.
7.3 The Client bears reasonable audit costs unless the audit identifies our material breach.
8 International transfers
8.1 We will not transfer personal data outside the United Kingdom unless the transfer is permitted by Data Protection Laws, including through adequacy regulations, the UK International Data Transfer Agreement, the UK Addendum or another valid safeguard.
8.2 The Client authorises transfers inherent in a Third-Party Service identified in the Order or processing particulars, subject to the required safeguard.
9 Client obligations
9.1 The Client must ensure that its instructions, disclosures and use of the Services comply with Data Protection Laws, that it has a lawful basis and provides required information to individuals, and that personal data supplied to us is relevant and not excessive.
10 Default processing particulars
10.1 Unless an Order or Service Schedule states more specific processing particulars, the following particulars apply.
- Subject matter and purpose: providing, administering, securing, monitoring, maintaining, supporting, migrating and terminating the Services described in the Order.
- Duration: the term of the relevant Service and the deletion or return period described in clause 15 and this Schedule.
- Nature of processing: access, collection, recording, organisation, storage, retrieval, consultation, transmission, restriction, backup, restoration, troubleshooting, alteration and deletion, only to the extent needed for the Services.
- Types of personal data: names and business contact details; account, user and device identifiers; authentication and access information; service tickets and communications; system, security and usage logs; files, messages and other content held in systems within scope; and billing or transaction information where relevant.
- Categories of data subjects: the Client’s personnel, contractors, customers, suppliers, website users and other individuals whose personal data the Client places in systems or Services within scope.
- Special category and criminal offence data: none is intentionally required unless the Order expressly identifies it and the parties agree appropriate instructions and safeguards.