1. Status and contract formation
Draft for discussion and legal review. The website, calculator and downloaded estimate do not create a contract, reserve availability or take payment. A binding engagement requires a completed order identifying the contracting legal entities and authorised signatories, accepted in writing. These drafts are intended for business customers. The response-clock activation requirements are set out in the selected service schedule. The order states the deposit amount, which may be the full initial fee.
2. Contract documents and order details
The signed order takes priority over the selected service schedule, then these common terms; the data-processing agreement takes priority for personal-data processing. Before signing, complete the supplier legal name, registered address and company details; customer entity and billing details; scope and exclusions; named contacts and approvals; commencement, duration, milestones and acceptance criteria; fees, deposit amount, VAT, payment dates and third-party costs; agreed support route; access, data locations and retention; liability limits, insurance and governing jurisdiction. No blank commercial or legal term is deemed agreed.
3. Our responsibility
We will provide the agreed service with reasonable skill and care, appoint an accountable lead, record material findings and coordinate the agreed dependencies. We will explain evidence gaps and seek approval before chargeable work beyond the order. We do not guarantee inbox placement, uninterrupted email, detection of every threat or a third party’s response or resolution time.
4. Your responsibility
You will provide authorised access, accurate information, appropriate licences, timely decisions and a contact able to approve work. You remain responsible for business decisions and lawful use of your systems. We will tell you when a dependency prevents progress and agree the effect on timing and scope. We do not make production changes without the agreed authority.
5. Changes, acceptance and correction
Changes to scope, fees or dates must be recorded and approved by both parties. Acceptance is assessed against the order’s agreed criteria, with a review period specified in that order. We will correct work that fails those criteria because of our failure to perform the agreed service, without an additional service fee. Additional requirements use change control; there is no automatic acceptance merely because a preview was downloaded.
6. Charges and payment
The signed order states the price, payment milestones, invoice due dates and applicable taxes. Website prices are provisional and exclude VAT where applicable and third-party charges. No unapproved overage is chargeable. We will identify disputed items and work through them with your contact; undisputed invoices remain payable under the order. Any suspension for non-payment requires the notice and safeguards agreed in the order.
7. Confidentiality and rights
Each party will protect the other’s confidential information, restrict access to those who need it and use it only for the engagement, except disclosures required by law. These duties survive termination. You retain your data and existing materials. We retain pre-existing tools and methods; after payment you receive an enduring right to use, copy and adapt the deliverables for your internal business and to share them with your appointed service providers for that purpose, subject to third-party rights.
8. Security and personal data
The parties will agree secure access, incident contacts, evidence handling and retention. If we process personal data on your behalf, the completed data-processing agreement forms part of the contract before access begins. Subcontracting does not remove our responsibility for our contracted services. Product vendors’ separate terms and service commitments must be identified in the order.
9. Ending the engagement
Either party may terminate for a material breach not remedied within 30 days of written notice, where remedy is possible. Service-specific convenience termination and minimum terms are stated in the schedule and order. On exit, we provide the agreed handover and return or delete data under the processing agreement. Only completed services and approved unavoidable third-party commitments are payable; unused prepaid service charges are reconciled. Disputed exit items do not justify withholding your data.
10. Liability and disputes — must be completed before signature
Liability caps, excluded categories of loss and any separate data-protection cap must be negotiated and recorded in the signed order after legal and insurance review. This draft does not supply an agreed cap. Nothing will exclude liability that cannot lawfully be excluded, including death or personal injury caused by negligence or fraud. Escalate disputes first to the named service leads, then senior representatives. England and Wales law and courts are proposed, subject to confirmation for the contracting entities; urgent court relief is not prevented.
The complete agreement
The selected service schedule, business service terms, data-processing agreement where applicable and completed signed order form the engagement. See how we work with your IT team.