Managed IT Services Agreement

Acceptance

1. You accept this Agreement (and any SOW) by the earlier of:
   1. signing the Proposal electronically via ConnectWise Sell;
   2. asking us to begin the supply of the Services; or
   3. making part or full payment of the Price.
2. By accepting this Agreement (and any SOW), you confirm that you have read, understood, and agree to be bound by its terms, together with the Rate Card, both of which are attached to the Proposal as reference documents.

Services

1. In consideration of your payment of the Price, we will provide the Services in accordance with this Agreement and all applicable Laws, whether ourselves or through our Personnel.
2. You acknowledge and agree that any information, advice, material or work provided by us as part of the Services does not constitute legal, financial, medical, or regulatory compliance advice.
3. All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under this Agreement, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
4. Notwithstanding clause 2.3:
   1. the Services element of the Price will increase by 5% on 1 April each year (Annual Price Increase), unless we notify you otherwise in writing prior to that date; and
   2. Third-Party Costs are passed through to you and will be adjusted to reflect any change in the relevant third party's pricing, with effect from the date that change takes effect for us. Third-Party Costs are not subject to, and do not count towards, the Annual Price Increase.
5. If you do not agree to the Annual Price Increase, you may terminate the relevant Statement of Work or this Agreement by giving us 3 full calendar months' written notice before the Annual Price Increase takes effect, in which case clause 18.5 will apply. If no such notice is given you will be deemed to have accepted the Annual Price Increase. This right of termination does not apply to any adjustment to Third-Party Costs under clause 2.4(b).
6. We may use and substitute third-party tools, software and platforms in the provision of the Services at any time without your prior consent, provided that the Services continue to be delivered in accordance with this Agreement.

Statement of Work

1. During the Term, you may request us to supply the Services by notifying us in writing or by any other process we specify (Supply Request).
2. If we accept the Supply Request, we will provide you with a formal Statement of Work, and once the Statement of Work is agreed by both Parties in writing it will be binding in accordance with the terms of this Agreement and the Statement of Work.
3. Each Statement of Work is subject to, and will be governed by, this Agreement and any other conditions expressly set out in the Statement of Work. The commercial terms applicable to each Statement of Work are as further particularised in the Proposal. To the extent of any ambiguity or discrepancy between a Statement of Work and this Agreement, the terms of the Statement of Work will prevail, except that the Data Processing Agreement at Attachment 1 will prevail over any Statement of Work in respect of the Processing of personal data. To the extent of any ambiguity or discrepancy between the Proposal and a Statement of Work, the terms of the Statement of Work will prevail.

Your Obligations

1. You agree to (and to the extent applicable, ensure that your Personnel agree to):
   1. comply with this Agreement, all applicable Laws, and our reasonable requests;
   2. provide us (and our Personnel) with access to the Premises (and its facilities) as is reasonably necessary for us to provide the Services, free from harm or risk to health or safety at the times and on the dates reasonably requested by us or as agreed between the Parties;
   3. provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services;
   4. provide us (and our Personnel) with access to your Systems as necessary for us to provide the Services;
   5. make any changes to your Systems, such as Systems upgrades, that may be required to support the delivery and operation of any Services;
   6. ensure your Systems and data are appropriately backed up and up to date before we perform any Services that may affect them;
   7. notify the relevant parties (for example, your employees or customers) of any planned outages or downtime necessary for the performance of the Services;
   8. not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent;
   9. procure through us all Microsoft licences required for your Authorised Users and their devices within your Microsoft 365 tenant or tenants, ensure that sufficient licences are maintained at all times throughout the Term, and notify us promptly of any changes to your user or device count that may affect your licence requirements; and
   10. replace any hardware that is five years old or older and replace any hardware that is three years old or older where we notify you in writing that such hardware has experienced repeated hardware-related issues, in each case within a reasonable time of us notifying you of the requirement to do so.
2. You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 4.
3. Where at the Commencement Date you hold Microsoft licences procured directly or through a third party, you agree to transfer those licences to us, or to allow them to lapse and be replaced by licences procured through us, within a reasonable period agreed between the Parties.

Third-Party Services

1. Where you engage third parties to provide services or products which operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent from us and you are responsible for (meaning we will not be liable for) the products or services they provide, unless we expressly agree otherwise in writing.
2. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability arising from or in connection with any Third-Party Services.

Price and Payment

1. In consideration for us providing the Services, you agree to pay all amounts due under this Agreement in accordance with the Payment Terms.
2. If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at Law):
   1. after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or
   2. charge interest at a rate equal to 8% per annum above the Bank of England base rate from time to time on any amounts unpaid after the due date for payment in accordance with the Payment Terms, calculated daily and compounding monthly, from the due date until the date of actual payment; and/or
   3. charge a fixed late payment fee of £50 per overdue invoice, which shall become payable immediately upon the invoice falling due and remaining unpaid. You acknowledge and agree that the fee is a genuine pre-estimate of the loss we would suffer or incur as a result of your late payment.
3. Unless otherwise stated in this Agreement, the Price is exclusive of any tax imposed by any government, state or local authority on the value of goods and services and includes goods and services tax, sales tax, use tax, indirect tax, value added tax, excise tax, customs tax, tariffs and duties (Tax), which will be your responsibility to pay. If we are required to pay any Tax in relation to the Services supplied under this Agreement, the applicable Tax will be set out in the invoice provided to you and the Price payable by you under this Agreement must be increased by the applicable Tax amount. This clause 6.3 does not apply to any taxes imposed on our net income.
4. Where you are a new client, or where the value of any hardware order exceeds £5,000, you agree to pay the full amount of that order in advance of us placing the order with our supplier. We will not be obliged to place any such order until payment has been received in full.

User Tiers

1. All Authorised Users are Standard Users unless otherwise agreed in writing between the Parties.
2. We may agree in writing that certain Authorised Users are classified as Lightweight Users. A Lightweight User is an Authorised User who meets one or more of the following criteria:
   1. the user holds a reduced-scope licence such as Microsoft 365 Frontline Worker or Google Workspace Essentials; or
   2. the user is a fractional worker, including consultants, associates, contractors, or part-time staff who access your environment but are not full-time employees.
3. A user may only be classified as a Lightweight User where they do not have a desktop or laptop computer enrolled in our device management platform. Lightweight Users access your environment from a mobile device or from a device we do not manage. Where a Lightweight User has a computer enrolled in our device management platform, they will be classified and charged as a Standard User from the next billing period.
4. Lightweight Users are charged at the Lightweight User rate set out in the Proposal and Rate Card.
5. The following services are included for Lightweight Users:
   1. Microsoft 365 or Google Workspace mailbox and data backup;
   2. identity protection and Identity Threat Detection and Response (ITDR);
   3. Security Operations Centre (SOC) monitoring of the user's account and identity;
   4. Keeper password manager, including credential theft monitoring;
   5. email security filtering; and
   6. security awareness training.
6. The following services are excluded for Lightweight Users:
   1. helpdesk support – Lightweight Users may not raise support tickets directly and support requests must be submitted by your named stakeholder;
   2. device management — a Lightweight User may not have a computer enrolled in our device management platform, and access to your environment is protected at application level on unmanaged devices; and
   3. the subject access request and compliance assistance allowance.
7. No more than 30% of your total Authorised User count, rounded up to the nearest whole user, may be classified as Lightweight Users at any time, unless otherwise agreed in writing by us. Where this threshold would be exceeded, the additional users will be classified and charged as Standard Users.
8. Where a computer associated with a Lightweight User is enrolled in our device management platform, or where we reasonably determine that a Lightweight User is otherwise making use of services beyond the Lightweight User scope, that user will be reclassified as a Standard User and charged at the Standard User rate from the next billing period. We will notify you before any reclassification takes effect.

User Onboarding and Offboarding

1. Onboarding and offboarding of Authorised Users is included within the Services up to a combined allowance of 10% of your contracted Authorised User headcount per rolling 12-month period, calculated from the Commencement Date. Fractional results are rounded up to the nearest whole user.
2. Where onboarding or offboarding requests exceed the 10% allowance, we will carry out the work promptly but reserve the right to charge for the excess at the rates set out in the Rate Card. We will notify you before any chargeable work commences where operationally practicable.
3. The 10% allowance resets annually. Unused allowance does not roll over.

Google Workspace Clients

1. Where you operate Google Workspace rather than Microsoft 365, the following terms apply in addition to the standard Services.
2. Google Workspace licences must be procured through us. We will supply and manage those licences for all of your Authorised Users as part of the Services, and their cost forms part of the Third-Party Costs, charged at the rates set out in the Rate Card. You must notify us promptly of any change to your user or device count that may affect your licence requirements. Where you hold Google Workspace licences procured directly at the Commencement Date, you agree to transfer those licences to us, or to allow them to lapse and be replaced by licences procured through us, within a reasonable period agreed between the Parties.
3. You acknowledge that Google permits a customer to purchase Google Workspace entitlements through one reseller only. Accordingly, while this Agreement is in force you may not hold Google Workspace entitlements through any other reseller. Google also limits the number of reseller transfers permitted in any calendar year, and any transfer of your entitlements to or from us is subject to those limits.
4. You must grant us administrator access to your Google Workspace tenant to enable us to deliver the Services. We will use this access only as reasonably required to perform our obligations under this Agreement.
5. In place of Microsoft Defender, we will deploy an equivalent Endpoint Detection and Response (EDR) solution to all managed devices. The same 24/7 Security Operations Centre (SOC) monitoring applies. Identity Threat Detection and Response (ITDR) is included on the same basis as for Microsoft 365 clients.
6. Google Workspace data backup is included within the standard Services on the same basis as Microsoft 365 backup.

Billable Units

1. Your billable user count is determined by the total number of active Microsoft 365 or Google Workspace licences across your tenant or tenants at the point of billing. We will reconcile the user count monthly and apply any overage charges accordingly. Where a minimum user count is specified in the applicable Statement of Work, that minimum applies across all of your tenants combined.
2. Your billable device count is determined by the number of devices enrolled in our device management platform at the point of billing. Where your device count exceeds your user count, the higher count will be used as the basis for the Price.
3. Any mailbox within your Microsoft 365 tenant or tenants that holds a standalone Exchange licence rather than a Microsoft 365 Business Premium licence will be treated as an Additional Mailbox and charged at the rate set out in the Rate Card. We will identify and notify you of any Additional Mailboxes at onboarding and at each subsequent billing reconciliation.
4. Where your billable user or device count increases above the count specified in the Proposal, the additional units will be charged at the per-unit rate set out in the Rate Card for the remainder of that billing month.

Cyber Essentials Drift

1. Remediation of devices or configurations that have drifted from the Cyber Essentials standard is included within the Services.
2. Where we reasonably determine that drift has been caused by your deliberate or repeated actions, including the installation of unauthorised software or modification of managed configurations:
   1. we will notify you in writing on the first occurrence, identifying the cause of drift and the remediation taken; and
   2. on a second occurrence of the same or substantially similar drift within any rolling 12-month period, we reserve the right to charge for remediation at the rates set out in the Rate Card.
3. Persistent or repeated client-caused drift may be treated as a material breach of clause 4.

Warranties and Representations

1. Each Party represents and warrants that:
   1. it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business; and
   2. this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms.
2. You represent and warrant that:
   1. all information and documentation that you provide to us in connection with this Agreement is true, correct and complete; and
   2. no insolvency events (including but not limited to bankruptcy, receivership, voluntary administration, liquidation or creditors' schemes of arrangement) affecting you or your property are occurring or are likely to occur.

Intellectual Property and Your Data

1. As between the Parties:
   1. we own all Intellectual Property Rights in Our Materials;
   2. you own all Intellectual Property Rights in Your Materials; and
   3. nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
2. Unless otherwise set out in a Statement of Work, as between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.
3. We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use and enjoyment of the Services, as contemplated by this Agreement.
4. You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our associated bodies corporate, as that term is defined in the Companies Act 2006) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing of our obligations or exercising our rights under this Agreement.
5. If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and will procure that your Personnel) waive those Moral Rights and waive all rights to object to derogatory treatment of such material.
6. As between the Parties, we own all Intellectual Property Rights in the Feedback. You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
7. You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence to use, copy, transmit, store, backup, and access Your Data for the purposes of:
   1. providing, supporting and security-monitoring the Services for you;
   2. performing our obligations under this Agreement;
   3. enabling you and your Personnel to access and use the Services;
   4. diagnosing problems with the Services; and
   5. improving the Services and developing new services and product offerings, provided that we only use Your Data for this purpose in anonymised or aggregated form in accordance with clause 13.9.
8. You represent and warrant that you have all necessary rights to provide Your Data to us, and that our use of it as contemplated by this Agreement will not violate any Laws or third party rights, including Intellectual Property, privacy or publicity rights.
9. We may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, to develop new services or product offerings, to identify business trends, and for any other commercial use. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
10. You acknowledge and agree that if you do not provide Your Data to us, it may impact your ability to receive the Services.
11. This clause 13 will survive termination or expiry of this Agreement.

Confidential Information

1. Each Receiving Party agrees:
   1. not to disclose the Confidential Information of the Disclosing Party to any third party (subject to clause 14.1(c));
   2. to protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;
   3. to only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with this Agreement, provided those Personnel keep the Confidential Information confidential in accordance with this clause 14; and
   4. to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under this Agreement.
2. The obligations in clause 14.1 do not apply to Confidential Information that:
   1. is required to be disclosed for the Parties to comply with their obligations under this Agreement;
   2. is authorised in writing to be disclosed by the Disclosing Party;
   3. is in the public domain or is no longer confidential, except as a result of a breach of this Agreement or other duty of confidence; or
   4. must be disclosed by Law or by a regulatory authority, including under a summons, or by the rules of any listing authority or stock exchange on which the Receiving Party's shares are listed or traded.
3. Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 14. A Party is entitled to seek an injunction, or any other remedy available at Law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 14.
4. This clause 14 will survive the termination of this Agreement.

Privacy

1. Each Party agrees to comply with all Applicable Data Protection Law with respect to the transfer or processing of any Personal Data in connection with this Agreement.
2. Where you transfer any Personal Data to us in connection with this Agreement, you represent and warrant that you have all rights and consents that are necessary to transfer such Personal Data to us, and our use of such Personal Data to provide the Services will not infringe the privacy rights of any third party.
3. The Parties each agree to comply with the terms of our Data Processing Agreement, which is attached to this Agreement as Attachment 1 and forms part of this Agreement.

Audit and Assurance

1. We maintain independent, continuous verification of our operational and security controls through Assurix, together with Cyber Essentials certification. Our current status under each is available to you on request.
2. On your written request, and no more than once in any 12-month period unless we agree otherwise, we will provide:
   1. our performance against the service levels set out in the applicable Statement of Work for the preceding 12 months;
   2. our current list of sub-processors, including the categories of data each holds and its hosting location;
   3. our current certification and independent verification status;
   4. the results of our most recent backup restore test;
   5. a summary of vulnerability scanning and remediation activity relating to your environment;
   6. records of access reviews relating to your environment; and
   7. evidence of our insurance cover.
3. On your written request, and no more than once in any 12-month period, we will complete one security or due diligence questionnaire issued by you or by an investor, client, auditor or regulator of yours, and make a suitably qualified member of our team available for one call of up to one hour to discuss our responses. Up to 8 hours of our time is included in the Price for each such request; we may charge for time reasonably spent beyond that allowance at the rates set out in the Rate Card, having notified you first.
4. Where the information provided under clauses 16.2 and 16.3 does not reasonably address a specific concern you have identified, you may request an inspection of our premises, systems and records relevant to the Services. Any such inspection:
   1. must be requested in writing, specifying the concern it is intended to address;
   2. may be satisfied by us providing our independent verification output, certification evidence or a third-party assurance report addressing that concern, in which case no inspection is required;
   3. must be conducted during our regular business hours, on not less than 30 days' written notice;
   4. must take place no more than once in any 12-month period;
   5. must be limited in scope to matters specific to you and agreed with us in advance;
   6. must not be conducted by any person or organisation that competes with us, and any person conducting it must be subject to confidentiality obligations no less protective than those in this Agreement;
   7. must not require us to provide access to, or disclose information relating to, any other client of ours, or to access any system in a manner that would compromise the security or confidentiality of another client's data; and
   8. will be at your cost, including our reasonable costs of assisting at the rates set out in the Rate Card.
5. Where an audit, inspection or questionnaire response identifies a material deficiency in our performance of the Services, we will agree a remediation plan with you within 20 Business Days and implement it within the timescales agreed.
6. This clause 16 does not limit your rights under the Data Processing Agreement at Attachment 1 in respect of the Processing of personal data.

Liability

1. Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for:
   1. death or personal injury caused by negligence;
   2. fraud or fraudulent misrepresentation; and
   3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
2. Subject to clause 16.1 (liability which cannot be limited), but despite anything to the contrary, to the maximum extent permitted by Law:
   1. neither Party will be liable for Consequential Loss;
   2. a Party's liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant liability was caused or contributed to by the negligent or unlawful acts or omissions of, or breach of this Agreement by the other Party; and
   3. our aggregate liability for any and all Liability arising from or in connection with this Agreement will be limited to 100% of the Price paid by you to us in the 12 months immediately preceding the date on which the claim arose.
3. We have given commitments as to the compliance of the Services with this Agreement and applicable Laws in clause 2.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from this Agreement.
4. This clause 17 will survive the termination or expiry of this Agreement.

Term and Termination

1. This Agreement will operate for the Term.
2. Either Party may terminate this Agreement or any relevant Statement of Work at any time by giving 3 full calendar months' notice in writing to the other Party.
3. During the 3 full calendar months' notice period, you may reduce your billable Authorised User count by no more than 10% of the headcount at the start of each calendar month. Any reductions in excess of this cap will not be recognised for billing purposes, and you will remain liable for the Price on the capped headcount until the end of the notice period. User offboarding during the notice period is subject to the standard 10% annual allowance set out in clause 8, pro-rated for the notice period where applicable.
4. This Agreement or any relevant Statement of Work will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
   1. the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
   2. (to the extent permitted by law) any step is taken to enter into any arrangement between the Defaulting Party and its creditors, any step is taken to appoint a receiver, a receiver and manager, a liquidator, or like person of the whole or any part of the Defaulting Party's assets or business, the Defaulting Party is bankrupt, or the Defaulting Party is unable to pay its debts as they fall due.
5. Upon expiry or termination of this Agreement:
   1. any payments made by you to us for Services already performed are not refundable to you;
   2. you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
   3. where this Agreement is terminated by us pursuant to clause 18.4, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees);
   4. where termination is by you, any transition or handover assistance provided by us following termination will be charged at our standard rates as notified to you at the time; and
   5. we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology backup procedure, provided that we handle your information in accordance with clause 14.
6. Unless otherwise agreed between the Parties, if this Agreement is terminated:
   1. by us, then any current Statement of Work will also terminate on the date of termination, and we will immediately cease providing the Services, unless we state otherwise in writing (including in our termination notice); or
   2. by you, then any outstanding Statement of Works will continue in accordance with the terms of the Statement of Work (and this Agreement) until such time as the Statement of Work is complete or the Statement of Work is otherwise terminated in accordance with its terms.
7. Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
8. This clause 18 will survive the termination or expiry of this Agreement.

General

1. Amendment: Subject to clauses 2.3 and 2.4 this Agreement may only be amended by written instrument executed by the Parties.
2. Assignment: Subject to clauses 19.3 and 19.15, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
3. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
4. Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a Party to it.
5. Acceptance: This Agreement may be accepted electronically in accordance with clause 1.
6. Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 19.6. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute.
7. If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:
   1. where you are resident or incorporated in the UK, refer the matter to mediation, administered by The Centre for Effective Dispute Resolution, in accordance with the Model Mediation Procedure; or
   2. where you are not resident or incorporated in the UK, refer the matter to arbitration administered by the London Court of International Arbitration (LCIA), with such arbitration to be conducted in London, before one arbitrator, in English and in accordance with the LCIA Arbitration Rules.
8. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
9. Entire Agreement: This Agreement contains the entire understanding between the Parties in respect of its subject matter and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements in respect of that subject matter.
10. Each Party acknowledges that in entering into this Agreement it does not rely on, and will have no remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) that is not expressly set out in this Agreement.
11. Each Party's only liability in respect of any statement, representation, assurance or warranty that is expressly set out in this Agreement will be for breach of contract.
12. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
13. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if and to the extent such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
    1. as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
    2. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
14. Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party's obligation to pay any amount that is due and payable to the other Party under this Agreement.
15. Further Assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
16. Governing Law: This Agreement is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
17. Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
18. Publicity: Despite clause 14, you agree that we may identify you as a client of ours, and use your name and logo for that purpose, on our website and in our promotional material, in each case in accordance with any brand guidelines you notify to us. We will obtain your prior written consent before publishing any case study, customer quotation, testimonial, or statement of specific results or performance, relating to you. You may withdraw your consent to our use of your name and logo at any time on written notice to us, and we will cease such use in the channels we control within 30 days of that notice, save that we are not required to recall or amend any materials already printed or distributed.
19. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
20. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
21. Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
22. Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.

Definitions

1. In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule or elsewhere in the body of this Agreement, and:

   Additional Mailbox means any mailbox within your Microsoft 365 tenant or tenants that holds a standalone Exchange licence (such as Exchange Online Plan 1) rather than a Microsoft 365 Business Premium licence, and which therefore requires separate backup provision.

   Agreement means these terms and conditions and any agreed Statement of Work issued under it and any documents attached to, or referred to in, each of them.

   Applicable Data Protection Law means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with this Agreement, including without limitation, the Data Protection Act 2018 (including the UK GDPR) and, where applicable, the EU GDPR.

   Authorised Users means those individuals authorised by you to use the Services, as notified to us from time to time, including your employees, contractors, consultants, and any other individuals who access or use the Services or your managed environment on your behalf. The number of Authorised Users at any time is as set out in the Proposal, as updated by agreement between the Parties in accordance with this Agreement.

   Business Day means a day on which banks are open for general banking business in London, England, excluding Saturdays, Sundays and public or bank holidays.

   Commencement Date means the date agreed between the Parties for the commencement of onboarding, being the first date on which we have availability to commence onboarding following both your acceptance of this Agreement in accordance with clause 1 and payment of our first invoice in full. The Commencement Date is agreed with you during the sales process and recorded in the Proposal.

   Confidential Information means information which is disclosed to the Receiving Party in connection with this Agreement at any time; relates to the Disclosing Party's business, assets or affairs; or relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

   Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price will not constitute “Consequential Loss”.

   Data Processing Agreement or DPA means our data processing agreement, attached to this Agreement as Attachment 1, which forms part of this Agreement.

   Cyber Essentials means the UK government-backed cyber security certification scheme owned by the National Cyber Security Centre (NCSC) and delivered by IASME as its official Cyber Essentials Delivery Partner, as amended from time to time, including any successor or updated version of that scheme.

   Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.

   Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or your customers, whether made verbally, in writing, directly or indirectly, in connection with the Services.

   Force Majeure Event means any event or circumstance which is beyond a Party's reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

   Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

   Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Services.

   Lightweight User means an Authorised User on a reduced-scope licence tier (such as Microsoft 365 Frontline or Google Workspace Essentials) or a fractional user such as a consultant or associate, who does not have a desktop or laptop computer enrolled in our device management platform, and who is entitled to the Lightweight User service scope as defined in clause 7.

   Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

   Moral Rights has the meaning given in Chapter IV of the Copyright, Designs and Patents Act 1988 and includes any similar rights in any jurisdiction in the world.

   New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Services, including the Deliverables, whether before or after the date of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

   Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes the New Materials and Your Materials.

   Personal Data has the meaning given to it in the Data Protection Act 2018.

   Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

   Premises means the physical location or locations from which you operate your business and from which the Services are delivered or accessed, as notified to us in writing from time to time.

   Price means the charges payable by you as set out in the relevant Statement of Work, as further particularised in the Proposal and Rate Card and as adjusted in accordance with this Agreement.

   Rate Card means the schedule of charges issued by us and attached to the Proposal, as reviewed and reissued by us from time to time and in any event annually.

   Receiving Party means the Party receiving Confidential Information from or on behalf of the Disclosing Party.

   Schedule means the schedule to this Agreement.

   Standard User means an Authorised User licensed on Microsoft 365 Business Premium or an equivalent Google Workspace licence, entitled to the full scope of the Services.

   Statement of Work or SOW means a statement of work for the supply of Services, placed in accordance with clause 3, form/s of which may be attached to this Agreement.

   Systems means all hardware, software, networks, telecommunications and other information technology systems used by a Party from time to time.

   Third-Party Costs means the cost to us of any third-party licences, subscriptions, hardware or services that we procure for you as part of, or in connection with, the Services, including Microsoft 365 and Google Workspace licences, as set out in the Rate Card.

   Third-Party Services means any services, products, software, systems or platforms provided to you by a third party which operate alongside, integrate with, or are otherwise used in connection with the Services, and which are not supplied by us under this Agreement.

   Your Data means the information or data supplied by you and your Personnel when receiving the Services or stored or generated by your use of the Services, including any Personal Data collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.

   Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.