Service Terms and Conditions

1. Scope and status of these terms

These Terms and Conditions apply to all quotations, consultancy, managed services and project work unless otherwise agreed in writing.

These Service Terms and Conditions are issued by Jonathan James White trading as Tech Off Your Mind. They apply where a quotation, order form, statement of work, service schedule or other written agreement says that they apply.

The agreed contract consists of the order of precedence stated in the relevant document. Unless stated otherwise, a signed order form or statement of work takes priority over a service schedule, which takes priority over these terms.

These terms are intended primarily for business customers. Where the customer is a consumer, mandatory consumer rights apply and nothing in these terms removes or restricts those rights.

2. Quotations and formation of contract

A quotation is normally valid for 30 days unless it states a different period. Prices may change before acceptance where supplier costs, exchange rates, licensing or the proposed scope changes.

A contract begins when we confirm acceptance in writing, begin work at the customer's request, or the customer accepts a quotation or order form, whichever happens first.

Estimates are not fixed prices unless expressly described as fixed. We will explain material changes to the expected cost or scope as soon as reasonably practicable.

3. Services and standards of care

We will provide the agreed services with reasonable care and skill, using suitably experienced personnel and reasonable, proportionate technical practices.

We may use documented engineering standards, checklists, scripts and automation. These support consistency but do not create a guarantee that every defect, vulnerability, outage or future risk will be identified or prevented.

Dates and response targets are estimates unless expressly stated as binding service levels in a service schedule.

4. Customer responsibilities

The customer must provide accurate information, timely decisions, suitable access, authorised contacts and reasonable cooperation.

The customer is responsible for its business decisions, lawful use of systems, staff conduct, physical security, data classification, regulatory obligations and any activities outside the agreed scope.

The customer must not ask us to use credentials, software, data or systems where it does not have the necessary authority or rights.

Delays, rework or additional cost caused by incomplete information, unavailable staff, third-party restrictions or customer changes may be chargeable.

5. Access, accounts and credentials

Administrative access will be limited to what is reasonably required. The customer authorises us to make agreed changes and to access relevant systems for that purpose.

Passwords, recovery information and privileged credentials must be handled using an agreed secure method. The customer must tell us promptly when authorised contacts or access requirements change.

Unless expressly agreed, the customer remains responsible for maintaining an independent route to recover ownership or control of its domains, tenant and critical supplier accounts.

6. Microsoft, licensing and third-party services

Third-party products and cloud services are supplied subject to their own terms, service descriptions, licensing rules and availability. The customer is responsible for complying with those terms and paying the applicable charges.

We are not responsible for changes, defects, outages, data loss, price changes, end-of-life decisions or security incidents caused by Microsoft, internet providers, hardware manufacturers or other third parties, although we will provide reasonable assistance within the agreed scope.

Supplier charges may be invoiced in advance and may be non-refundable or subject to minimum commitments. These obligations will be identified where reasonably practicable.

7. Security

We apply reasonable and proportionate security measures based on the agreed scope and recognised good practice. No technology provider can guarantee complete protection against every cyber threat, user action, supplier failure or security incident.

Security recommendations are risk-based. The customer decides whether to accept recommendations unless a control is a condition of the service or is required to protect our systems or other customers.

The customer must report suspected incidents promptly and must not conceal information that may affect investigation or containment.

8. Backup and recovery

Backup responsibilities must be stated in the quotation, service schedule or order form. Microsoft 365 retention, version history and recycle bins are not necessarily substitutes for an independent backup.

A backup should not be regarded as reliable until it has been successfully tested. Unless restore testing is expressly included, the customer remains responsible for deciding and funding an appropriate testing schedule.

Recovery times and recovery points are targets only unless specifically agreed as binding service levels.

9. Changes and emergency work

Either party may request a change to scope. We may pause affected work until the change, cost, risk and timing are agreed.

Where urgent action is reasonably required to contain an incident, protect data or preserve service, we may take proportionate temporary action and notify the customer as soon as reasonably practicable.

Out-of-hours, emergency, on-site and specialist third-party work may be charged at different rates where agreed or where the customer authorises the work.

10. Fees, expenses and payment

Invoices are due within 14 days unless the quotation or order form states otherwise. Prices exclude VAT unless stated otherwise. We will only charge VAT if legally required to do so.

Reasonable pre-approved expenses and third-party costs may be recharged.

For overdue business invoices, we may claim statutory interest, compensation and reasonable recovery costs where the law permits. We may suspend non-critical services after giving reasonable notice if undisputed sums remain overdue.

The customer must raise a genuine invoice query promptly and pay any undisputed part by the due date.

11. Confidentiality and data protection

Each party must keep the other party's confidential information secure and use it only for the contract, except where disclosure is required by law or to professional advisers under duties of confidence.

Each party will comply with applicable data protection law. Where we process personal information on the customer's instructions, appropriate processor terms will apply.

12. Intellectual property

Each party keeps ownership of materials it owned before the contract.

On payment of all relevant fees, the customer may use customer-specific deliverables for its internal business purposes. Reusable methods, templates, scripts, checklists, know-how and Tech Off Your Mind Engineering Standards remain our intellectual property unless expressly agreed otherwise.

Open-source software and third-party materials remain subject to their own licences.

13. Warranties and exclusions

We warrant that services will be provided with reasonable care and skill. Except as expressly stated and to the fullest extent permitted by law, other warranties, conditions and representations are excluded.

Recommendations are based on the information and technology available at the time. Technology, threats, supplier services and legal requirements can change.

14. Liability

Nothing limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to that, neither party is liable for indirect or consequential loss. For business customers, we are not liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation, except where a written service schedule expressly provides otherwise.

Subject to the preceding paragraphs, our total aggregate liability arising from an event or series of connected events will not exceed the liability cap stated in the quotation or order form. If no cap is stated, the cap will be the fees paid or payable for the affected services in the 12 months before the event giving rise to the claim.

15. Suspension and termination

Either party may terminate a one-off project if the other commits a material breach and does not remedy it within a reasonable written notice period where the breach can be remedied.

Recurring services may be ended on the notice stated in the service schedule or order form. If no notice is stated, either party may give 30 days' written notice after any initial minimum term.

We may suspend or terminate access immediately where reasonably necessary to address serious security risk, unlawful activity, abusive conduct, non-payment after notice, or risk to other customers or suppliers.

On termination, accrued fees remain payable. We will provide reasonable handover assistance at the agreed rates, subject to payment and legal or security restrictions.

16. Events outside reasonable control

Neither party is responsible for delay or failure caused by events outside its reasonable control, provided it takes reasonable steps to reduce the impact and resumes performance when practicable.

17. General

Neither party may transfer the contract without the other party's consent, except that we may use subcontractors and may transfer the contract as part of a genuine sale or reorganisation of the business, subject to appropriate safeguards.

If a provision is unenforceable, the remaining provisions continue. A delay in exercising a right does not waive it.

Notices relating to breach, suspension or termination must be in writing to the addresses stated in the order form or most recently notified.

The contract is governed by the law of England and Wales, and the courts of England and Wales have jurisdiction, subject to mandatory consumer rights.