Managed Service Agreement

ML360 SUPPORT SERVICE PACKAGES
Managed Service Agreement
and Terms and Conditions

Version 2.0 · April 2025

Contents

PART A Managed Service Agreement

1. Interpretation

2. Services and Support

3. Fees

4. Customer Responsibilities

5. Support Request Handling

6. Data Backup Services

7. Schedule and Service Specification

PART B Terms and Conditions

1. Interpretation

2. Basis of Contract

3. Equipment

4. Delivery of Equipment

5. Quality of Equipment

6. Title and Risk

7. Supply of Services

8. Customer Obligations

9. Charges and Payment Terms

10. Intellectual Property Rights

11. Data Protection

12. Confidential Information

13. Limitation of Liability

14. Termination

15. Consequences of Termination

16. Force Majeure

17. General

How these terms fit together

The Contract between Missing Link Communications Ltd and the Customer is made up of the Order, Part A (Managed Service Agreement) and Part B (Terms and Conditions). Clause 2.6 of Part B sets out which document takes priority if they conflict.

Support under an ML360 Package (Essentials, Standard or Complete) carries the Service Levels in clause 5 of Part A. Monthly Support and Break-Fix Support are reactive services without Service Levels, and are governed by clause 2.7 of Part A.

This box is for guidance only and does not form part of the Contract.

Managed Service Agreement

This Managed Service Agreement forms part of the Contract between Missing Link Communications Ltd and the Customer named in the Order.

1. Interpretation

1.1 Definitions. In this Agreement:

Approved Software: the software listed in clause 5.6.

Break-Fix Support, ML360 Package, Monthly Support and Non-Package Support: have the meanings given in clause 2.7.1.

Commercially Reasonable Efforts: efforts consistent with those the Supplier applies to its other similar clients.

Contact List: a current list of Supplier contacts and telephone numbers for escalating Support Requests.

Customer Cause: any of the following:

(a) improper or unauthorised use of the Services;

(b) use inconsistent with the Service Specification or the Supplier’s instructions;

(d) use of outdated software versions; or

(e) failure to keep hardware, operating systems, firmware or software updated, patched, licensed or supported by its vendor, where that is the Customer’s responsibility.

Fault: a material failure of the Services to perform as specified.

Help Desk Support: support provided by qualified technicians for most issues.

Higher-Level Support: advanced support provided by the individuals named in the Contact List.

Out-of-Scope Services: support provided for issues not caused by a Fault, but due to a Customer Cause or external factors.

Service Hours: the support hours stated in the Order or Service Specification or, if none are stated, the Supplier’s standard business hours on Business Days.

Service Levels: the response and resolution times and standards set out in the Service Level Table.

Service Level Table: the table in clause 5.1.

Service Specification: the services, deliverables and functions described in the Schedule and the Order.

Solution: a fix for a Fault or an acceptable workaround.

Supplier: Missing Link Communications Ltd.

Support Request: a request from the Customer for support.

Third Parties: other vendors or suppliers engaged by the Customer.

1.2 Interpretation.

(a) Terms defined in the Terms and Conditions have the same meaning in this Agreement.

(b) The rules of interpretation in the Terms and Conditions also apply to this Agreement.

(d) This Agreement forms part of the Contract and is subject to the order of precedence in clause 2.6 of the Terms and Conditions.

2. Services and Support

2.1 The Supplier will deliver the Services in line with the Service Specification.

2.2 As part of the Services, the Supplier will:

(a) provide Help Desk Support via https://psa.mlinkuk.com/support, 01257 473445, support@mlinkuk.com (from a recognised support email address) and the Missing Link installed agent;

(b) allocate appropriate resources for Higher-Level Support; and

2.3 If the Customer requests Higher-Level Support from someone more qualified than necessary when suitable support was available, this will be treated as an Out-of-Scope Service.

2.4 The Supplier may reasonably classify services as Out-of-Scope Services and will notify the Customer accordingly.

2.5 The Customer agrees that the Supplier is not obliged to provide Out-of-Scope Services.

2.6 If the cost to the Supplier of any third-party service or software covered by this Agreement increases, the Supplier may increase its charges accordingly on written notice to the Customer, subject to clause 9.2(c) of the Terms and Conditions.

2.7 Monthly and Break-Fix Support

2.7.1 Application and definitions. This clause 2.7 applies to all support supplied by the Supplier other than under an ML360 Package. In this Agreement:

(a) ML360 Package means the ML360 Essentials, ML360 Standard or ML360 Complete support package, where expressly identified in the Order or Service Specification;

(b) Monthly Support means reactive support supplied for a monthly fee on a rolling 30-day basis, with any support hours or allowance stated in the Order;

(c) Break-Fix Support means reactive support requested on an ad hoc basis and charged per Support Request at the Supplier’s prevailing time-and-materials rates, subject to any minimum charge stated in the Order or the Supplier’s current rate card; and

(d) Non-Package Support means Monthly Support and Break-Fix Support.

Where the Order or Service Specification does not expressly identify an ML360 Package, all support is Non-Package Support. The Service Levels, the Service Level Table and clauses 5.1(b) and 5.3 apply only to an ML360 Package.

2.7.2 Order of precedence. In relation to Non-Package Support, and in addition to clause 2.6 of the Terms and Conditions, any conflict is resolved in the following order: (i) any term of the Order that expressly states that it varies this clause 2.7; (ii) this clause 2.7; (iii) the remainder of this Agreement; and (iv) the Terms and Conditions.

2.7.3 Break-Fix Orders. Each request by the Customer for Break-Fix Support, however made, is an Order governed by this Agreement and the Terms and Conditions. The Supplier accepts that Order by confirming it in writing or by starting work, whichever is earlier.

2.7.4 Scope. Non-Package Support comprises only reactive support in response to Support Requests raised by the Customer through the channels in clause 2.2(a), during the support hours stated in the Order or, if none are stated, the Supplier’s standard business hours on Business Days. The Supplier will use reasonable endeavours to respond to and resolve each Support Request, but does not warrant that any Support Request will be resolved, or resolved within any particular time. No response or resolution times, availability commitments or service credits apply to Non-Package Support. The Supplier will prioritise Support Requests at its reasonable discretion, which may include giving priority first to customers on an ML360 Package and then to Monthly Support customers. Unless the Order states otherwise, on-site attendance, work outside those hours and Higher-Level Support are provided at the Supplier’s discretion and charged at its prevailing rates.

2.7.5 Exclusions. Without limiting clause 2.7.4, and unless expressly listed in the Order as a separately purchased service, Non-Package Support does not include:

(a) proactive monitoring or alerting;

(b) installing, scheduling or verifying updates, patches or upgrades to operating systems, firmware, drivers, applications or security software;

(c) ensuring hardware or software remains within vendor support or approved versions (including those listed in clause 5.6);

(d) backup configuration, monitoring or test restores;

(e) security hardening, vulnerability assessment or remediation;

(f) licence, warranty, asset or renewal management;

(g) management of, or liaison with, Third Parties; or

(h) documentation, reviews or strategic advice.

This applies even where the Supplier has installed tools capable of performing any of these tasks.

2.7.6 Customer responsibilities. The Customer is solely responsible for the matters listed in clause 2.7.5. This includes keeping all hardware, operating systems, firmware and software up to date, secure, licensed and supported by its vendor, and maintaining tested backups of its data. Any failure to do so is a Customer Cause, and any resulting work is an Out-of-Scope Service.

2.7.7 No ongoing duty. Where the Supplier performs any task listed in clause 2.7.5, whether at the Customer’s request or at its own discretion, it does so as a one-off task, chargeable unless the Supplier agrees otherwise in writing. Doing so on one or more occasions does not create any ongoing obligation, establish a course of dealing or vary this Agreement (clauses 17.5 and 17.9 of the Terms and Conditions apply). The Supplier has no obligation to identify or notify the Customer of vulnerabilities, defects or risks in the Customer’s systems. Any warning or recommendation it chooses to give is for information only and does not transfer responsibility to the Supplier. The installation of any Supplier agent, remote management or monitoring tool does not create any obligation to monitor or maintain the Customer’s systems, or to review or act on information such tools collect or display. Each Break-Fix Support engagement is separate and ends when the relevant Support Request is closed.

2.7.8 Liability. The Supplier is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss, damage, cost or expense (including any Fault, downtime, Data Security Breach, malware or ransomware infection, or loss or corruption of data) to the extent it arises from: (a) any matter for which the Customer is responsible under clause 2.7.6; (b) the Customer’s failure to follow the Supplier’s advice; or (c) the Supplier not performing any task outside the scope in clause 2.7.4. Subject to clause 2.7.11, the Supplier’s total aggregate liability arising from or in connection with Non-Package Support in each Contract Year is limited to the greater of: (i) the charges paid by the Customer for Non-Package Support in the 12 months before the event giving rise to the claim; and (ii) £25,000. For claims arising from Non-Package Support, this limit applies instead of clause 13.3 of the Terms and Conditions, and is in addition to clause 13.2 of the Terms and Conditions.

2.7.9 Customer acknowledgements. The Customer confirms that it acts in the course of its business and not as a consumer. It acknowledges that it was offered an ML360 Package, which includes proactive maintenance services, and chose Non-Package Support at a lower charge, and that the allocation of risk in this clause 2.7 reflects that choice and is reasonable.

2.7.10 Term, charges and termination.

(a) Monthly Support is provided on a rolling 30-day basis with no minimum term. Either party may terminate it by giving at least 30 days’ written notice under clause 17.2 of the Terms and Conditions. Clause 14.1 of the Terms and Conditions does not apply to Non-Package Support; clauses 14.2 to 14.4 of the Terms and Conditions continue to apply.

(b) Monthly Support fees are invoiced monthly in advance, remain payable for the notice period and are non-refundable. Unused allowance does not carry forward and has no cash value.

(c) Work exceeding any allowance, and all Break-Fix Support, is charged at the Supplier’s prevailing time-and-materials rates. Time recorded in the Supplier’s ticketing system is conclusive, save for manifest error.

(d) In addition to its rights under clause 9.2 of the Terms and Conditions, the Supplier may change its Monthly Support fees or time-and-materials rates on 30 days’ written notice.

(e) Break-Fix Support carries no term. The Supplier may decline or defer any Break-Fix Support request, and may require the Customer to approve an estimate or pay in advance before work begins.

(f) Termination of Non-Package Support does not terminate any separately purchased service, including licensing, backup or connectivity, which continues on its own terms, including clause 9.3(b) of the Terms and Conditions.

2.7.11 Savings. Nothing in this clause 2.7 excludes the Supplier’s obligation to exercise reasonable care and skill in services it actually performs, or excludes or limits any liability that cannot be excluded or limited by law, including under clause 13.1 of the Terms and Conditions.

3. Fees

3.1 In addition to the Service Fee, the Supplier may charge on a time-and-materials basis if:

(a) no Fault is found;

(b) the service is an Out-of-Scope Service; or

(i) power being switched off or disconnected;

(ii) unplugged or disconnected network cables;

(iii) a fault with a telephone line or broadband circuit not covered under a current managed services agreement; or

(iv) damage or interference by the Customer.

3.2 The charges for all Services, whether provided on a rolling basis or for a fixed Initial Term, increase by 5% on each anniversary of the Commencement Date, as set out in clause 9.2(a) of the Terms and Conditions. This is in addition to any increase under clause 2.6.

4. Customer Responsibilities

4.1 Each Support Request must include a description of the issue and the time the incident started.

4.2 The Customer shall:

(a) promptly report any Faults; and

(b) provide the data, documents, access and assistance the Supplier needs to replicate issues and respond effectively.

4.3 The Customer acknowledges that, in addition to the Supplier’s remote support tools, resolving certain Support Requests may require on-site access to its systems, files, equipment and personnel.

4.4 The Customer will provide such access promptly, provided the Supplier follows the Customer’s applicable security policies and procedures.

5. Support Request Handling

5.1 The Supplier shall:

(a) prioritise Support Requests based on its reasonable assessment of severity; and

(b) respond to and resolve them within the timeframes in the Service Level Table below. Response and resolution times are measured within Service Hours.

5.2 The Supplier and the Customer may agree in writing to modify the Service Level response and resolution times.

5.3 The Supplier will provide regular updates on the status and progress of Fault resolution.

5.4 The Customer acknowledges that meeting the Service Levels may depend on cooperation from Third Parties.

5.5 The Service Levels do not apply to:

(a) user, device or network additions, moves or changes;

(b) issues reported outside Service Hours;

(d) requests involving software that is not Approved Software;

(e) issues arising from the Customer ignoring the Supplier’s advice;

(f) configuration changes made by the Customer or a third party;

(g) user-initiated virus or malware infections;

(h) sourcing of Equipment or software; or

(i) Equipment or software not covered by warranty or maintenance.

5.6 For clause 5.5(d), “Approved Software” includes:

5.6.1 Microsoft: Microsoft 365 (formerly Office 365) and the two previous versions of Microsoft Office.

5.6.2 Adobe Creative Cloud: Acrobat Reader and Acrobat Pro.

5.6.3 Web browsing: Google Chrome, Mozilla Firefox, Microsoft Edge and Safari (Apple devices only).

5.6.4 Conferencing: Zoom and Microsoft Teams.

5.6.5 VPN: Fortinet.

5.6.6 Anti-malware: SentinelOne, Microsoft Defender and Malwarebytes.

5.6.7 Backup: Veeam Agent, StorageCraft and Altaro.

5.6.8 File sync: Dropbox, OneDrive and Google Drive.

5.6.9 Video: VLC.

5.6.10 Operating systems: the last two versions of the Windows desktop operating system.

6. Data Backup Services

6.1 Where backup services are included in the Order, the Supplier shall:

(a) provide offsite data upload, storage and restoration via third-party servers;

(b) allocate a storage quota for the Customer’s data and automatically upgrade it to avoid interruptions;

(d) use secure data centres with strong physical and environmental protections.

6.2 Where backup services are included in the Order, the Customer agrees to:

(a) not allow third parties to use the backup services;

(b) refrain from storing or transmitting unlawful or offensive content;

(d) report any suspected or actual security breach to support@mlinkuk.com; and

(e) be responsible for any third-party costs arising from its use of the backup services.

6.3 The Supplier will use Commercially Reasonable Efforts to protect Customer data, but does not guarantee:

(a) uninterrupted service availability;

(b) full protection against unauthorised access;

(d) that full data restoration will always be possible.

7. Schedule and Service Specification

7.1 This Schedule describes the services to be performed by the Supplier on the terms of this Agreement.

7.2 The specific services, functions and deliverables to be provided are set out in the Order or Service Specification for the relevant ML360 Package, Monthly Support or Break-Fix Support.

7.3 All charges are based on the actual number of computers and licences supported and are subject to true-up and true-down accordingly.

Terms and Conditions

These Conditions apply to all Equipment and Services supplied by Missing Link Communications Ltd.

1. Interpretation

1.1 Definitions. The following definitions apply in these Conditions:

Break-Fix Support, ML360 Package, Monthly Support and Non-Package Support: have the meanings given in clause 2.7.1 of the Managed Service Agreement.

Business Day: any day other than a Saturday, Sunday or public holiday in England.

Commencement Date: the start date of a Service stated in the Order or, if none is stated, the date the Contract is formed under clause 2.2.

Conditions: these terms and conditions.

Confidential Information: has the meaning given in clause 12.1.

Contract: the agreement between the Supplier and the Customer for the supply of Equipment and/or Services, comprising the Order, the Managed Service Agreement and these Conditions.

Contract Year: each successive period of 12 months starting on the Commencement Date.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010.

Controller, Processor, Data Subject and personal data: have the meanings given in the Data Protection Laws.

Customer: the entity purchasing Equipment and/or Services from the Supplier.

Data Protection Laws: the UK GDPR, the Data Protection Act 2018 and any laws that implement, replace, extend, re-enact or amend them.

Data Security Breach: any breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of, or access to, Protected Data.

Deliverables: the outputs listed in the Order and produced by the Supplier for the Customer.

Delivery Location: the location stated in the Order or otherwise agreed under clause 4.2.

EEA: the European Economic Area.

Equipment: the hardware or goods detailed in the Order.

Equipment Specification: any written specification, plan or drawing for the Equipment agreed between the Supplier and the Customer.

Force Majeure Event: any event or circumstance beyond a party’s reasonable control that prevents it from performing its obligations under the Contract, including those listed in clause 16.1.

Initial Term: the minimum term for a Service stated in the Order.

Intellectual Property Rights: any intangible asset or creative output owned, designed or developed by a person or business.

Managed Service Agreement: the Supplier’s ML360 Managed Service Agreement set out in Part A of this document, including its Schedule.

Minimum Cancellation Notice Period: the minimum notice the Customer must give to terminate the Contract or any Service, as set out in clause 14.1.

Order: the Customer’s order for Equipment and/or Services.

Protected Data: any personal data received from or on behalf of the Customer, or otherwise obtained by the Supplier, in connection with the Contract.

Representatives: employees of the Supplier who need access to Confidential Information to fulfil the Supplier’s obligations under the Contract.

Restricted Person: any person employed or engaged by the Supplier during the term of the Contract.

Service Fee: the total fee the Customer must pay for the Services, including the Subscription Fee and any applicable Usage Fee.

Services: the services (including Deliverables) supplied by the Supplier as described in the Service Specification.

Subscription Fee: the fixed recurring part of the Service Fee stated in the Order.

Supplier: Missing Link Communications Ltd.

Usage Fee: the part of the Service Fee that varies with use of the Services during a given period.

1.2 Interpretation. The following rules apply when interpreting these Conditions:

(a) “person” includes both individuals and legal entities (for example, companies);

(b) a reference to a party includes its successors, permitted assigns and personal representatives;

(d) words such as including, include and for example are illustrative and do not limit the meaning of the words that come before them;

(e) “writing” includes email;

(f) clause headings do not affect interpretation; and

(g) within each Part of this document, a reference to a clause is to a clause of that Part unless stated otherwise.

2. Basis of Contract

2.1 The Order, including acceptance by email, is an offer by the Customer to purchase Equipment and/or Services under the Contract.

2.2 The Order is accepted only when the Supplier confirms it in writing or, for Break-Fix Support, as set out in clause 2.7.3 of the Managed Service Agreement, at which point the Contract is formed.

2.3 Any samples, drawings or advertising provided by the Supplier are for general reference only and do not form part of the Contract unless expressly stated.

2.4 The Contract applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.1 The Order, including acceptance by email, is an offer by the Customer to purchase Equipment and/or Services under the Contract.

2.3 Any samples, drawings or advertising provided by the Supplier are for general reference only and do not form part of the Contract unless expressly stated.

2.4 The Contract applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 These Conditions apply to both Equipment and Services unless specified otherwise.

2.6 Order of precedence. If there is any conflict or inconsistency between the documents forming the Contract, it is resolved in the following order of priority:

(a) any term of the Order that expressly states that it varies a specified clause of the Managed Service Agreement or these Conditions;

(b) the Managed Service Agreement, including its clause 2.7 and the Schedule;

(d) the remainder of the Order and any Service Specification.

3. Equipment

3.1 The Equipment is as described in the Equipment Specification.

3.2 If the Customer provides the Equipment Specification, it must indemnify the Supplier against any claims, costs or losses relating to alleged third-party intellectual property infringement arising from its use.

3.3 The Supplier may amend the Equipment Specification to comply with legal or regulatory requirements and will notify the Customer of any changes.

4. Delivery of Equipment

4.1 The Supplier will provide a delivery note with each Equipment delivery, including references, item details, storage instructions and any items still to be delivered. Packaging marked for return must be made available for collection at the Supplier’s request and at its expense.

4.2 The parties may agree that:

(a) the Supplier delivers to the location stated in the Order or as otherwise agreed; or

(b) the Customer collects the Equipment within three Business Days of notification that it is ready.

4.3 Delivery is complete on completion of unloading at the Delivery Location or, where the Customer collects, on completion of loading at the Supplier’s premises.

4.4 Delivery dates are estimates. The Supplier is not liable for delays caused by a Force Majeure Event or inadequate instructions from the Customer.

4.5 If delivery fails, the Supplier’s liability is limited to the Customer’s direct costs. There is no liability where the failure results from a Force Majeure Event or the Customer’s inadequate instructions.

4.6 If the Customer does not accept delivery within three Business Days of notification:

(a) delivery is deemed to occur at 9:00am on the third Business Day after notification; and

(b) the Supplier may store the Equipment and charge the Customer for related costs.

4.7 If the Customer still has not taken delivery after ten Business Days, the Supplier may resell or dispose of the Equipment, refunding any excess or charging for any shortfall.

4.8 The Supplier may deliver in instalments, each treated as a separate contract. Delays or issues with one instalment do not entitle the Customer to cancel others.

5. Quality of Equipment

5.1 The Supplier warrants that for 12 months from delivery the Equipment will:

(a) substantially meet the Equipment Specification; and

(b) be free from material defects in design, materials and workmanship.

5.2 If the Equipment fails to meet that warranty and the Customer:

(a) notifies the Supplier in writing within the warranty period and within a reasonable time of discovery;

(b) allows the Supplier to inspect the Equipment; and

the Supplier will, at its option, repair, replace or refund the Equipment.

5.3 The warranty does not apply if:

(a) the Customer uses the Equipment after notifying a defect;

(b) instructions were not followed;

(d) the Equipment is altered or repaired without the Supplier’s consent;

(e) the issue results from wear and tear, misuse or negligence; or

(f) the Equipment varies from the specification to comply with legal or regulatory changes.

5.4 Except as stated in this clause 5, the Supplier has no liability for Equipment not meeting the warranty.

6. Title and Risk

6.1 Risk in the Equipment passes to the Customer on delivery.

6.2 Ownership remains with the Supplier until it has received payment in full.

6.3 Until ownership passes, the Customer must:

(a) store the Equipment separately and clearly identify it as the Supplier’s property;

(b) not remove or obscure any labels or packaging;

(d) notify the Supplier immediately if it becomes subject to insolvency or similar events; and

(e) provide information about the Equipment as requested by the Supplier.

6.4 If the Customer becomes insolvent or similar before ownership passes:

(a) its right to use the Equipment ends immediately; and

(b) the Supplier may demand the return of the Equipment and, if it is not returned, may enter the Customer’s or a third party’s premises to recover it.

7. Supply of Services

7.1 The Supplier will provide the Services in line with the Managed Service Agreement, and they may include third-party services.

7.2 The Supplier will assist with the set-up of the Services.

7.3 On reasonable request, the Supplier will provide technical support and training for set-up and delivery. Performance dates are estimates only.

7.4 The Supplier may amend the Service Specification to comply with legal or regulatory requirements, or where the changes do not materially affect the Services, and will notify the Customer if it does so.

7.5 The Supplier warrants that the Services will be delivered with reasonable care and skill by suitably qualified personnel.

7.6 Unless otherwise agreed, the Supplier does not guarantee error-free or uninterrupted Services.

7.7 The Supplier will cooperate with the Customer regarding the Services in the relevant Order.

7.8 The Supplier will maintain all licences and permits required for service delivery.

7.9 The Supplier will hold insurance of at least £1,000,000 to cover any breach of its obligations under the Order.

8. Customer Obligations

8.1 The Customer agrees to:

(a) ensure all information in Orders and specifications is accurate;

(b) cooperate reasonably with the Supplier in the provision of the Services;

(d) prepare its premises and comply with all applicable laws and the Supplier’s policies;

(e) respond to queries promptly and allow system access as needed;

(f) maintain accurate contact details and licences, and inform the Supplier of any change in the location of VoIP services;

(g) inform the Supplier of infrastructure changes that may affect the Services;

(h) maintain any Equipment and report damage or loss promptly;

(i) keep login credentials secure and use the Services solely for business purposes;

(j) return rented or loaned Equipment in good condition within 30 days of the end of the Contract; and

(k) comply with all third-party terms and obligations set out in the specifications.

8.2 The Services must not be used unlawfully.

8.3 Unless authorised by the Supplier, the Customer must not resell the Services.

8.4 Where third-party services are included, the Customer agrees to the relevant third-party terms.

8.5 For time-and-materials project work:

(a) delays caused by the Customer will extend target dates; and

(b) the Supplier may charge for such delays at its standard rates.

8.6 If the Customer causes delays or fails to meet its obligations:

(a) the Supplier may suspend the Services until the issue is resolved;

(b) the Supplier is not liable for resulting delays or costs; and

8.7 To protect the Supplier’s interests, clause 8.8 applies during the Contract and for 12 months after it ends.

8.8 The Customer must not solicit, hire or engage any Restricted Person, except where that person responds to a general public recruitment advertisement.

8.9 If the Customer breaches clause 8.8:

(a) it must pay the Supplier a sum equal to one year of the Restricted Person’s salary or fees, plus the Supplier’s recruitment costs; and

(b) the Customer acknowledges that it has had the opportunity to seek legal advice and agrees to these terms.

8.10 The Customer must ensure the health and safety of the Supplier’s engineers while on site, including compliance with all applicable health and safety laws and regulations and the Customer’s own site safety policies.

9. Charges and Payment Terms

9.1 The price for the Equipment shall:

(a) be as stated in the Order or, if not specified, as set out in the Supplier’s published price list at the date of the Order; and

(b) unless otherwise agreed, exclude the costs of packaging, insurance and transport.

9.2 Price changes.

(a) For Services, the Supplier may increase its prices: (i) by 5% on each anniversary of the Commencement Date, without further notice; and (ii) to reflect any increase in charges imposed on the Supplier by third-party suppliers, on written notice to the Customer, which may be given by email or on an invoice.

(b) For Equipment, the Supplier may increase its prices before delivery to reflect: (i) external cost increases beyond the Supplier’s control; (ii) changes requested by the Customer; (iii) delays or inaccurate information caused by the Customer; or (iv) price increases by third-party suppliers.

(c) Where the Supplier provides a public electronic communications service (such as a telephone line, VoIP or broadband service) to a consumer, microenterprise, small enterprise or not-for-profit customer, as those terms are used in Ofcom’s General Conditions of Entitlement, clause 9.2(a) and clause 3.2 of the Managed Service Agreement do not apply to that service. Instead, any price increase that will apply during the Initial Term will be set out in pounds and pence in the Order, and any other price increase will be made only on the notice, and with any right to terminate without penalty, that those General Conditions require.

9.3 Unless otherwise agreed:

(a) the Supplier will invoice the Customer on or after completion of the Services;

(b) for third-party applications or services, the Customer is liable for the full term of each service, even if that term exceeds the term of the Contract; and

9.4 The Customer shall pay each invoice:

(a) within 30 days of the invoice date, or in line with any credit terms agreed and confirmed in writing; and

(b) in full and in cleared funds to a bank account nominated by the Supplier.

9.5 All prices exclude VAT. The Customer shall pay VAT in addition to the charges, on receipt of a valid VAT invoice.

9.6 If the Customer fails to make any payment by the due date, interest will accrue daily on the overdue amount at 5% per annum above the Bank of England base rate from the due date until payment is made in full.

9.7 All amounts payable under the Contract shall be paid in full, without set-off, counterclaim, deduction or withholding.

10. Intellectual Property Rights

10.1 Unless stated otherwise, all Intellectual Property Rights in the Services belong to the Supplier or its licensors.

10.2 The Customer has no ownership of or rights in these Intellectual Property Rights except as set out in the Contract or by law.

10.3 The Customer shall indemnify the Supplier against any third-party intellectual property claims caused by materials provided by the Customer, provided that the Supplier notifies the Customer of the claim, the Customer controls the defence and the Supplier cooperates.

10.4 The Supplier grants the Customer a royalty-free licence to use any documents provided as part of the Services for its internal use only.

11. Data Protection

11.1 The Customer is the Controller and the Supplier is the Processor of all Protected Data processed under the Contract. The Customer must comply with all Data Protection Laws and ensure its instructions to the Supplier do likewise.

11.2 The Supplier will process Protected Data in compliance with Data Protection Laws and the Contract, and will maintain a valid registration with the relevant authority.

11.3 The Supplier will only process data on lawful grounds, including consent, performance of a contract, legal obligations, vital interests or legitimate interests, and will apply additional safeguards to special category personal data.

11.4 The Customer must provide clear privacy notices explaining what data is shared with the Supplier, how it will be used and by whom.

11.5 Both parties acknowledge the rights of Data Subjects, including access to, correction of and deletion of their data. The Customer will assist the Supplier in responding to any Data Subject requests.

11.6 The Supplier will retain Protected Data only for as long as necessary and will return or securely delete it at the end of the Contract, unless legally required to retain it.

11.7 The Supplier will take reasonable security measures to protect Protected Data and ensure that only authorised personnel have access to it.

11.8 Each party warrants that it complies with Data Protection Laws and indemnifies the other against any breaches caused by its failure to comply.

11.9 The Customer gives general written authorisation for the Supplier to engage sub-processors (including providers of cloud, backup, licensing and security services) to process Protected Data. The Supplier will inform the Customer of any intended addition or replacement of sub-processors, giving the Customer the opportunity to object; will ensure each sub-processor is bound by written terms that provide equivalent protection to this clause 11; and will remain liable for the performance of its sub-processors.

11.10 The Supplier will promptly notify the Customer of any Data Security Breach and assist in managing and reporting it.

11.11 Both parties agree to cooperate on any data protection disputes and to consider mediation or arbitration to resolve them.

11.12 The Supplier may update this clause 11 to comply with changes in Data Protection Laws by notifying the Customer in writing.

11.13 The Customer agrees that the Supplier may share the Customer’s contact details with third parties solely to deliver the Services.

12. Confidential Information

12.1 Definition. Confidential Information means all information the Customer shares with the Supplier before, during or after the Contract, including:

(a) the fact and status of negotiations;

(b) the terms of the Contract;

(d) any analysis or data derived from such information.

12.2 Exclusions. Confidential Information does not include information that:

(a) becomes public through no fault of the Supplier;

(b) is already known to the Supplier without any obligation of confidentiality;

(d) is independently developed by the Supplier; or

(e) the Customer agrees in writing is not confidential.

12.3 Supplier’s obligations. The Supplier shall:

(a) keep Confidential Information strictly confidential;

(b) use it only to perform the Contract;

(d) limit copying or recording to what is necessary; and

(e) protect it with the same care it uses for its own confidential information.

12.4 The Supplier will maintain adequate security to prevent unauthorised access to or use of Confidential Information.

12.5 The Supplier may disclose Confidential Information to its Representatives only if they are informed of its confidentiality and agree to comply with these terms. The Supplier is not responsible for their actions.

12.6 On the Customer’s written request, the Supplier shall promptly:

(a) return or destroy all Confidential Information in any form;

(b) erase Confidential Information from electronic systems, including third-party services where possible; and

12.7 The Supplier may retain information only if required by law or a regulatory authority, and must continue to keep it confidential.

12.8 The Customer retains all rights in its Confidential Information. No licences or rights are granted beyond those expressly stated.

12.9 The Customer gives no warranty as to the accuracy or completeness of the Confidential Information.

12.10 The Supplier acknowledges that damages may not be an adequate remedy for breach of this clause 12 and agrees that the Customer may seek an injunction or other equitable relief.

13. Limitation of Liability

13.1 Nothing in the Contract limits or excludes the Supplier’s liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

(d) defective products under the Consumer Protection Act 1987; or

(e) any other liability that cannot be limited or excluded by law.

13.2 Subject to clause 13.1, the Supplier shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

(a) pure economic loss;

(b) loss of profit, sales, contracts or anticipated savings;

(d) damage to goodwill; or

(e) indirect or consequential loss.

13.3 Subject to clause 13.1, the Supplier’s total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in each Contract Year is limited to the greater of:

(a) the total charges paid by the Customer under the Contract in the 12 months immediately before the event giving rise to the claim; and

(b) £100,000.

For claims arising from Non-Package Support, the limit in clause 2.7.8 of the Managed Service Agreement applies instead.

13.4 The Customer accepts all risks associated with use of the internet and agrees that the Supplier is not liable for third-party content or services accessed online.

13.5 To the fullest extent permitted by law, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 and 8 to 10 of the Supply of Goods and Services Act 1982 are excluded from the Contract.

13.6 The Customer confirms that it has read and understood this clause 13 and accepts that its terms are reasonable.

13.7 This clause 13 survives termination of the Contract.

14. Termination

14.1 Each Service continues for its Initial Term and then renews automatically for successive periods equal to the Initial Term, unless the Customer gives at least three months’ written notice to terminate, expiring at the end of the Initial Term or the then-current renewal period. If insufficient notice is given, the Service renews for a further period equal to the Initial Term, unless the Supplier agrees at its discretion to accept shorter notice. Where the Order states no Initial Term, the Customer may terminate the Service on at least three months’ written notice, taking effect at the end of the calendar month in which the notice expires. This clause 14.1 does not apply to Non-Package Support (see clause 2.7.10 of the Managed Service Agreement).

14.2 Either party may terminate the Contract immediately by written notice if the other party:

(a) commits a material breach and fails to remedy it within five days of being notified of it;

(b) enters administration, liquidation or a similar insolvency process;

(d) is in such financial distress that it risks failing to meet its obligations.

14.3 The Supplier may also terminate the Contract with immediate effect by written notice if:

(a) the Customer fails to pay any amount on the due date; or

(b) there is a change of Control of the Customer.

14.4 The Supplier may suspend the Services or deliveries if the Customer:

(a) fails to make any payment when due;

(b) enters, or is likely to enter, an insolvency process; or

15. Consequences of Termination

15.1 On termination:

(a) the Customer must immediately pay all outstanding invoices, plus any further charges for Services or Equipment provided but not yet invoiced; and

(b) the Customer must return any unpaid Deliverables or Equipment. If they are not returned, the Supplier may enter the Customer’s premises to recover them. The Customer remains responsible for their safekeeping and must not use them.

15.2 Termination does not affect any rights or obligations that have already arisen, including the right to claim for prior breaches.

15.3 Any provision of the Contract that is expressly or by implication intended to continue after termination remains in force.

16. Force Majeure

16.1 Neither party will be liable for delays or failures to meet its obligations under the Contract due to events beyond its reasonable control. These events may include:

(a) natural disasters;

(b) fires or industrial accidents;

(d) strikes or labour disputes;

(e) government actions or embargoes; or

(f) power failures or transport disruption.

16.2 This clause 16 does not excuse the Customer from paying amounts due under the Contract.

17. General

17.1 Assignment and subcontracting.

(a) The Supplier may assign, transfer or subcontract any or all of its rights and obligations under the Contract, provided that it remains responsible for the acts and omissions of its subcontractors. Clause 11.9 applies to the processing of Protected Data.

(b) The Customer may not assign, transfer, subcontract or deal in any other manner with any of its rights or obligations under the Contract without the Supplier’s prior written consent, which must not be unreasonably withheld.

17.2 Notices. Any notice under the Contract must be in writing and delivered by hand, sent by pre-paid first-class post or next-day delivery, or sent by email.

17.3 A notice is deemed received:

(a) if delivered by hand, at the time of delivery;

(b) if sent by pre-paid first-class post or next-day delivery, at 9:00am on the second Business Day after posting; and

17.4 Severance. If any provision of the Contract is found invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, deemed deleted. This does not affect the validity and enforceability of the rest of the Contract.

17.5 Waiver. A waiver of any right is only effective if it is in writing. No failure or delay in exercising any right, and no single or partial exercise of it, waives that right or prevents its further exercise.

17.6 No partnership. The Contract does not create a partnership, joint venture or agency relationship between the parties.

17.7 Entire agreement. The Contract is the complete agreement between the parties and supersedes all previous agreements and representations. Neither party may claim reliance on anything not written in the Contract. This does not limit or exclude liability for fraud.

17.8 Third-party rights. No one other than a party to the Contract has any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

17.9 Variation. No variation of the Contract is effective unless it is in writing and signed by both parties or their authorised representatives, except where the Contract expressly allows the Supplier to make a change by notice.

17.10 Governing law. The Contract is governed by the law of England and Wales.

17.11 Jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract.

17.12 Electronic signatures. The parties agree that electronic signatures on the Order are legally valid, just as if signed by hand.