Terms and Conditions

1. DEFINITIONS

In these Terms:

• “Business Day” means a day other than a Saturday, Sunday or public holiday in England.
• “Contract” means the agreement between you and us for the supply of Services, comprising these Terms and any applicable Order Form, Statement of Work or online order.
• “Customer Materials” means any data, content, software, configurations, documentation or other materials you provide to us or make available to us.
• “Deliverables” means any reports, code, configurations, documentation, templates or other work products we deliver to you under the Services.
• “Fees” means the fees payable for the Services as set out in the applicable Order Form, Statement of Work or online order process.
• “Managed Services” means ongoing IT, cloud, infrastructure, DevOps, cyber and support services, including monitoring, management, incident handling and related services as described in the relevant Order Form, Statement of Work or service description.
• “Order Form” means any order form, proposal, quote, Stripe checkout or other ordering document accepted by you which references these Terms.
• “Personal Data” has the meaning given in applicable data protection laws (including the UK GDPR and, where applicable, the EU GDPR).
• “Services” means Managed Services, IT consultancy, project delivery, DevOps and cloud engineering, and any related products or services we provide to you as set out in an Order Form or Statement of Work.
• “SLA” means any service level agreement agreed in writing and expressly referenced in the Order Form or Statement of Work.
• “Statement of Work” or “SOW” means a statement of work, proposal or similar document describing particular Services, deliverables, timelines and assumptions, agreed between us in writing.

2. SCOPE AND PRECEDENCE

2.1 These Terms apply to all use of the Site and to all Services supplied by us to you, to the exclusion of any terms you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 In the event of any conflict or inconsistency, the following order of precedence will apply (highest first):

1. Any separate signed master services agreement between you and us;
2. The relevant SOW or Order Form;
3. Any SLA expressly incorporated into that SOW or Order Form;
4. These Terms.

2.3 Each Contract is a separate agreement. Termination of one Contract will not automatically terminate any other Contract between us, unless expressly stated.

3. ORDERING, ACCEPTANCE AND ONBOARDING

3.1 A Contract is formed when:

• you sign or otherwise formally accept an Order Form or SOW;
• you complete a Stripe or online checkout that references these Terms; or
• we otherwise confirm acceptance of your order in writing (including by email).

3.2 You are responsible for ensuring that all information in any Order Form, SOW or online order is complete and accurate. We may rely on instructions and approvals given by your personnel who reasonably appear to be authorised.

3.3 Onboarding steps, prerequisites and dependencies (for example, access to cloud accounts, VPNs, credentials, change windows and security approvals) may be specified in the SOW or agreed during onboarding. Delays caused by your failure to complete onboarding steps or provide required access will:

• extend any target dates or milestones; and
• entitle us to charge for any idle or additional time, at our then-current day rates.

4. SERVICES

4.1 We will provide the Services with reasonable skill and care and in accordance with the Contract.

4.2 Managed Services may include, as agreed in the applicable SOW or Order Form:

• management and monitoring of infrastructure, cloud environments, networks and applications;
• DevOps, CI/CD, infrastructure-as-code and automation;
• incident response, problem management, service requests and operational changes;
• patching, backup, security hardening and related activities;
• reporting, optimisation and technical advisory.

4.3 Project-based and consultancy Services may include:

• architecture and solution design;
• cloud migration and implementation;
• performance, security and cost optimisation;
• technology strategy and roadmap consultancy.

4.4 We do not guarantee that the Services will be uninterrupted or error-free. Any service levels are only as set out in an agreed SLA. Where no SLA is agreed, we will use commercially reasonable efforts but provide no specific uptime, response-time or resolution-time commitments.

4.5 We may use subcontractors and third-party providers (including cloud providers, SaaS tools and independent contractors) to deliver the Services. We remain responsible to you for the acts and omissions of our subcontractors in connection with the Services, except where they are third-party services you contract with directly.

4.6 Technology, security threats and best practices evolve quickly. We may recommend changes to your environments, configurations, architectures, tools or third-party services to keep your environment supportable, secure and compliant with our standards. Where such changes materially increase Fees, they will be subject to your approval, not to be unreasonably withheld or delayed.

5. YOUR OBLIGATIONS

You shall:

• Provide timely access to:
  • relevant systems, environments, tools and documentation;
  • suitably skilled personnel for decision-making, approvals and escalation;
  • third-party vendors and internal stakeholders where their input is required.
• Ensure that all information and Customer Materials you provide are complete, accurate and not misleading, and promptly notify us if they change.
• Maintain appropriate backups of your own data and systems unless backup Services are expressly included in the SOW. Where backup Services are included, our obligations are only as set out in the relevant SOW and SLA.
• Use the Services only for lawful purposes and not in any way that:
  • breaches any applicable law or regulation;
  • infringes any third-party rights (including intellectual property and privacy rights);
  • introduces malware, security vulnerabilities or similar risks.
• Obtain and maintain all necessary licences, consents and permissions required for us to:
  • access and use the Customer Materials; and
  • connect to and interact with your and third-party systems, as necessary to provide the Services.
• Ensure that your users comply with these Terms and any usage policies we make available from time to time.
• You acknowledge that our ability to deliver the Services depends on your timely performance of your responsibilities. We are not liable for any failure or delay in performing our obligations to the extent caused by your acts or omissions or those of your contractors or suppliers.

6. FEES, BILLING AND PAYMENT

6.1 You shall pay the Fees in accordance with the relevant Order Form, SOW and this clause 6.

6.2 Stripe / card payments. Where you purchase Services through our Site or via Stripe or a similar online payment mechanism:

• Fees are payable in advance for the applicable billing period unless stated otherwise;
• you authorise us and our payment processor (such as Stripe) to charge your chosen payment method for all applicable Fees and taxes;
• recurring subscriptions will auto-renew and your payment method will be charged automatically at the then-current rate until you cancel in line with these Terms or the applicable subscription terms.

6.3 We do not store your full card details. Payment processing is handled by third-party providers such as Stripe in accordance with their own terms and privacy notices.

6.4 Invoicing. For Services not paid via Stripe or online checkout:

• we will invoice you as set out in the Order Form or SOW (for example, monthly in advance for Managed Services, and monthly in arrears for time-and-materials consultancy); and
• unless otherwise stated, invoices are payable within 14 days of the invoice date.

6.5 Unless expressly stated otherwise, all Fees:

• are in GBP (£); and
• are exclusive of VAT and any other applicable sales or indirect taxes, which you shall pay in addition at the prevailing rate.

6.6 If you fail to pay any undisputed amount by the due date:

• we may charge interest on overdue sums at 4% per annum above the Bank of England base rate, accruing daily from the due date until payment; and
• we may, after giving you at least 7 days’ notice, suspend provision of the Services (including access to any managed environments or portals) until all overdue amounts and applicable interest are paid in full.

6.7 You may not withhold, set off or deduct any amount from the Fees, except to the extent required by law.

6.8 Except as expressly stated in the Contract, all Fees are non-refundable.

6.9 We may increase Fees for recurring Services (including Managed Services subscriptions) by giving you at least 60 days’ prior written notice, not more than once in any 12-month period. If you do not agree to the increase, you may terminate the affected Services by giving written notice before the increase takes effect; otherwise, the increased Fees will apply from the start of the next billing period.

7. TERM, RENEWAL AND TERMINATION

7.1 Each Contract starts on the effective date stated in the Order Form or SOW or, if earlier, when we first start providing the relevant Services.

7.2 Where an initial term is set out in the Order Form or SOW, that Contract continues for the initial term and then automatically renews for successive periods of 12 months unless either party gives at least 90 days’ written notice prior to the end of the then-current term.

7.3 Either party may terminate a Contract (in whole or in part) with immediate effect by written notice if the other party:

• commits a material breach of the Contract which, if capable of remedy, is not remedied within 30 days of written notice specifying the breach; or
• becomes insolvent, enters into administration, liquidation or any analogous process, or ceases to carry on business.

7.4 We may also terminate a Contract or any Services for convenience by giving you at least 60 days’ written notice. If we exercise this right, we will refund any prepaid Fees for Services not yet performed as at the termination date.

7.5 On termination or expiry of a Contract (for any reason):

• all unpaid Fees for Services performed up to the effective date of termination become immediately due and payable;
• all rights granted to you under the Contract (including licences) shall cease, except as expressly stated otherwise;
• each party shall, on request, return or securely destroy the other party’s Confidential Information, subject to any retention obligations under law or internal backup policies.

7.6 At your request made within 30 days of termination of the relevant Services, we will provide reasonable assistance with transitioning the Services to you or a replacement provider. Such assistance will be provided on a time-and-materials basis at our then-current rates and subject to agreement on scope and timelines.

8. DATA PROTECTION

8.1 Each party shall comply with all applicable data protection laws, including the UK GDPR and, where applicable, the EU GDPR.

8.2 To the extent that we process Personal Data on your behalf as a processor, the parties shall enter into a separate data processing agreement (“DPA”). The DPA forms part of the Contract. In the event of conflict between these Terms and the DPA regarding the processing of Personal Data, the DPA shall prevail.

8.3 You are responsible for:

• ensuring you have a valid legal basis for all Personal Data you ask us to process;
• providing appropriate privacy notices to data subjects; and
• the accuracy, quality and lawfulness of any Personal Data you provide to us.

8.4 We may use aggregated and anonymised data derived from your use of the Services for analytics, service improvement, benchmarking and business reporting, provided that such data does not identify you or any individual.

9. CONFIDENTIALITY

9.1 “Confidential Information” means any non-public information of a party, whether oral or written, that is marked or otherwise identified as confidential, or which by its nature should reasonably be understood to be confidential. It includes technical, commercial, financial and security information, roadmaps and product plans, but excludes information that:

• is or becomes publicly available other than through a breach of confidentiality;
• was lawfully known to the receiving party before disclosure;
• is lawfully disclosed to the receiving party by a third party without restriction; or
• is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

9.2 Each party shall:

• keep the other party’s Confidential Information confidential;
• not disclose it to any third party except as permitted in these Terms; and
• use it only as necessary to perform or receive the Services.

9.3 A party may disclose the other party’s Confidential Information:

• to its employees, officers, contractors, advisers and insurers who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms; and
• as required by law, court order or regulatory authority, provided that (to the extent lawful) it gives reasonable notice to the other party and cooperates with reasonable requests to challenge or limit the disclosure.

9.4 These confidentiality obligations survive termination of the Contract for 5 years, or indefinitely in the case of trade secrets.

10. INTELLECTUAL PROPERTY

10.1 Each party retains ownership of all intellectual property rights it owns or develops independently of the Contract (“Background IP”).

10.2 Unless expressly agreed otherwise in a SOW, ownership of all intellectual property rights in the Deliverables (excluding Customer Materials and third-party components) shall vest in us or our licensors.

10.3 Subject to full payment of all applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables for your internal business purposes only.

10.4 You grant us a non-exclusive, royalty-free licence to use, copy, modify and store the Customer Materials for the duration of the Contract as necessary to provide the Services and to comply with our legal obligations.

10.5 We may use general know-how, ideas, concepts and techniques acquired or developed in the course of providing the Services, including in providing services to other customers, provided we do not disclose your Confidential Information.

10.6 Deliverables may incorporate open-source or third-party software, libraries or services, which are subject to their own licence terms. Where this is the case, those terms apply to such components and you agree to comply with them.

11. THIRD-PARTY SERVICES AND SUPPLIERS

11.1 The Services may integrate with, rely on or be delivered using third-party services, platforms or cloud providers (for example, public cloud platforms, monitoring tools, CI/CD platforms, ticketing systems and security tools).

11.2 You acknowledge that:

• we do not control third-party services;
• we are not responsible for their availability, performance or security, except to the extent expressly stated in an SOW; and
• your use of such third-party services may be subject to separate terms between you and the relevant third party.

11.3 Where we procure, resell or arrange third-party services on your behalf, you authorise us to accept the relevant vendor terms as your agent where required. You shall indemnify us against any losses, liabilities, costs and expenses arising from your breach of such vendor terms.

12. WARRANTIES AND DISCLAIMERS

12.1 We warrant that we will perform the Services with reasonable skill and care and in accordance with applicable laws in England and Wales.

12.2 Except as expressly stated in the Contract, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

12.3 You acknowledge that:

• no IT, cloud or cyber service can be guaranteed to be 100% secure or available; and
• the Services are not designed for use in high-risk environments where failure could reasonably be expected to result in death, personal injury or severe environmental damage (including medical life-support systems, air traffic control or nuclear facilities).

12.4 You are responsible for assessing whether the Services and Deliverables are suitable for your intended use, compliance obligations and risk profile.

13. LIMITATION OF LIABILITY

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

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot be limited or excluded under applicable law.

13.2 Subject to clause 13.1, neither party shall be liable to the other for:

• loss of profits, revenue or anticipated savings;
• loss or corruption of data (except to the extent we have expressly accepted backup and restore obligations and then only as set out in the relevant SOW);
• loss of business, opportunities or contracts;
• loss of goodwill or reputation; or
• any indirect, consequential or purely economic loss or damage,

in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, and even if foreseeable.

13.3 Subject to clauses 13.1 and 13.2, each party’s total aggregate liability arising out of or in connection with a Contract, whether in contract, tort (including negligence) or otherwise, shall be limited to the greater of:

• the total Fees paid or payable by you to us under that Contract in the 12-month period immediately preceding the event (or last in a series of events) giving rise to the claim; and
• £25,000 (twenty-five thousand pounds).

13.4 You are responsible for maintaining appropriate cyber, business interruption and other insurance given the criticality of your systems and data.

14. SUSPENSION

14.1 We may suspend all or part of the Services, without liability, if:

• required to do so by law, regulation or a competent authority;
• we reasonably believe that your environment or use of the Services presents a material security, legal or operational risk; or
• you fail to pay any undisputed amount when due and do not remedy the failure within 7 days of a reminder notice.

14.2 We will use reasonable efforts to notify you in advance of any suspension and to restore the Services promptly once the underlying issue has been resolved.

15. NON-SOLICITATION

15.1 During the term of each Contract and for 12 months after its termination, you shall not (without our prior written consent) directly solicit for employment or engagement any of our personnel who were materially involved in providing the Services to you, other than as a result of a general recruitment campaign not specifically targeted at our personnel.

15.2 If you breach this clause, you shall pay us a fee equal to 25% of the gross annual salary (or equivalent fees) of the individual concerned as a genuine pre-estimate of the cost of recruitment and replacement, and not as a penalty.

16. FORCE MAJEURE

16.1 Neither party shall be liable for any delay or failure to perform its obligations under the Contract (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, strikes or other industrial disputes, epidemics, pandemics, power or internet outages, or actions of government or regulators.

16.2 The affected party shall:

• notify the other party as soon as reasonably practicable; and
• use reasonable efforts to mitigate the impact of the force majeure event.

16.3 If a force majeure event continues for more than 60 days, either party may terminate the affected Services by giving written notice to the other party.

17. CHANGES TO THESE TERMS

17.1 We may update these Terms from time to time. The latest version will always be available on the Site and will show the “Last updated” date at the top.

17.2 For existing Contracts:

• material changes that are detrimental to you will not apply until the start of your next renewal term, unless required by law or for security reasons; and
• we may make non-material or beneficial changes at any time.

17.3 For new online orders via the Site or Stripe checkout, the version of the Terms in force at the time you place the order will apply to that order.

18. NOTICES

18.1 Any notice under the Contract must be in writing and sent to:

• For SDS Deliver IO Ltd:
  91A Church Lane, Bulphan, Upminster, England, RM14 3TR
  and/or any notice email address we notify to you;
• For you:
  the postal address and/or email address set out in the relevant Order Form or account profile, or such other address you notify to us in writing.

18.2 Notices shall be deemed received:

• if sent by email, at the time of sending, provided no bounce-back or error message is received;
• if delivered by hand, on signature of a delivery receipt;
• if sent by pre-paid first-class post or recorded delivery, on the second Business Day after posting (or the fifth Business Day if sent internationally).

19. GENERAL

19.1 Entire agreement. The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and representations, whether oral or written.

19.2 Assignment. You may not assign, transfer or subcontract any of your rights or obligations under the Contract without our prior written consent. We may assign or transfer our rights and obligations under the Contract to a group company or in connection with a merger, acquisition, corporate reorganisation or sale of assets.

19.3 No partnership or agency. Nothing in the Contract is intended to create any partnership, joint venture or agency relationship between the parties. Neither party has authority to bind the other in any way.

19.4 Severance. If any provision of the Contract is held by a court of competent jurisdiction to be invalid, unlawful or unenforceable, that provision shall be treated as deleted, but this shall not affect the validity or enforceability of the remaining provisions.

19.5 Waiver. A failure or delay by either party to exercise any right or remedy under the Contract shall not constitute a waiver of that or any other right or remedy.

19.6 Third-party rights. No person who is not a party to the Contract shall have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any of its terms.

19.7 Governing law and jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.