Terms and
conditions
ABBEYCOMP IT SOLUTIONS LIMITED – MANAGED SERVICES TERMS & CONDITIONS
These Terms & Conditions govern all Abbeycomp Managed IT Services, Support, Cloud Services, Cybersecurity, Projects, and related professional services provided by Abbeycomp IT Solutions Limited (“the Provider”) to the Customer. This document replaces and supersedes all prior versions.
1. DEFINED TERMS
1.1 “Provider” – Abbeycomp IT Solutions Limited (Company No. 4533260).
1.2 “Customer” – The party purchasing services or products.
1.3 “Contract” – These Terms & Conditions and all related Service Schedules.
1.4 “Services” – Any managed services, support, cloud administration, cybersecurity functions, installations, consultancy, or other work provided by the Provider.
1.5 “Products” – Any equipment, software, licensing, cloud subscriptions, or related items supplied by the Provider.
1.6 “Third-Party Software” – Software or services licensed by third parties, including all SaaS/cloud solutions.
1.7 “Service Hours” – Monday–Friday, 9:00am–5:30pm, excluding public holidays.
1.8 “Response Time” – Time from Customer’s request to Provider’s initial response.
1.9 “Term Contract” – A contract of defined duration.
2. SERVICES
2.1 Preventative Maintenance Service
The Provider will provide to the Customer a preventative maintenance service during the service hours for which the Customer will pay the charges (Annual or Monthly Term Contract) stated on the Provider's quotation. Preventative maintenance may be carried out at the intervals the Provider deems necessary to keep the equipment in good working condition. Preventative maintenance may be performed concurrently with remedial maintenance.
2.2 Remedial Maintenance Service
2.2.1 In Service Hours
When notified by the Customer that the equipment is inoperative, The Provider will within reasonable time provide to the Customer a remedial maintenance service during the service hours for which the Customer will pay the charges (Normal hours) rate stated on the Provider's quotation. The Provider will use reasonable endeavours to respond to the call for remedial service within the response time but shall not be liable for any delay if caused by circumstances beyond its control.
2.2.2 Outside Service Hours
The Provider will provide remedial maintenance outside the service hours only if requested to do so by the Customer, for which the Customer will pay the charges (Abnormal Hours) rate stated on the Provider's quotation. For any service started not less than one hour before the Service Hours, the first hour of service which continues after the end of the Service Hours shall be charged at the Charges (Normal Hours) rate and the subsequent Hours at the Charges (Abnormal Hours) rate.
2.3 Additional Support Services & Product Supply
The Provider may offer other services to the Customer including installation, support services and parts and products supply. Such services will be provided on these terms and conditions in addition to any specific terms agreed upon in writing between the Provider and the Customer.
2.4 Managed IT Support Services (MSP Services)
The Provider will supply managed services as defined in the applicable Service Description Schedule. Only tasks explicitly listed as Included Services are covered under the managed service fee.
The Provider is not responsible for Customer outcomes, business performance, security posture, or compliance unless explicitly documented.
2.5 Service Level Agreement (SLA)
Default response targets:
Critical: 4 business hours
High: 8 business hours
Standard: 1 business day
SLA response times are not guarantees of fix times and failure to meet an SLA does not constitute breach.
2.6 Out-of-Scope Work
Chargeable at the Provider’s prevailing rates. The Provider reserves the absolute right to decline any out-of-scope work.
3. REPLACEMENT PARTS
3.1 The Provider will on these and any further specific written terms supply to the Customer all replacement parts, products and authorized modifications which the Provider deems necessary for maintaining the Customer's equipment in good operating condition provided that no unauthorized modifications have been affected on the Customer's equipment. All replacement products and parts will be supplied at cost and the Provider may levy a reasonable additional charge for labour and other expenses.
All replacement parts and products will be supplied on an exchange basis and will be new equivalent standard parts and products of equal quality. All parts and products
removed for replacement become the property of the Provider and the customer warrants that such parts and products are free from third party rights and encumbrances.
3.2 In the event that the Provider considers it necessary to remove for repair equipment from the Customer's premises the Provider shall use reasonable endeavours to provide on loan to the Customer replacement equipment in working order. The Provider shall at all times retain title and property to any equipment provided on loan to the Customer.
4. OLD EQUIPMENT
The Provider may refuse support for any equipment that is:
Out of vendor support, unstable, insecure, unsafe, likely to cause operational risk or any products that are more than [4] years' old (from date of its purchase by its first owner).
5. DELIVERY
5.1 The Provider shall not be liable for any damages for delay in delivery of products and/or parts howsoever caused.
5.2 Risk shall pass to the Customer when the products and/or parts are tendered for delivery to the Customer. The Provider shall not be liable for any loss or damage caused by the carrier.
5.3 Title in the products and/or parts shall not pass to the Customer until the Provider has received payment in full of the price of the products and/or parts and all other sums due to the Provider from the Customer on any account.
Until title passes the Customer shall:
5.3.1 Properly store and protect;
5.3.2 Clearly identify as the Provider's property and keep separate from other property;
5.3.3 Hand over to the Provider on demand the products and/or parts. The Provider shall be entitled to enter the Customer's or third parties' premises to repossess the products and/or parts.
6. CANCELLATION
The Customer may not cancel the Contract or reschedule the supply of services and/or products and parts without prior written consent from the Provider. The Customer agrees to reimburse the Provider for any losses suffered in connection with cancellation or rescheduling.
7. PRICE & ANNUAL ADJUSTMENTS
7.1 Pricing
Prices as per quotation or Service Schedule.
7.2 Annual Price Adjustments
The Provider may adjust fees with 60 days’ notice due to:
CPI + up to 5%, vendor price increases (e.g., Microsoft CSP), increases in user/device counts, material changes in service requirements.
7.3 Vendor Licensing
Vendor price changes apply immediately upon implementation.
8. PAYMENT
8.1 Unless otherwise specifically agreed, payment for the services and/or products must be received in full by the Provider upon the Customer's order, on delivery, on installation completion or as otherwise specified by the Provider. Where services and/or products are supplied on credit, payment must be received by the Provider no later than thirty [30] days from the date of the Provider's invoice.
8.2 The time of payment shall be of the essence of the Contract. Where the Provider fails to receive payment in full by the due date, the Provider shall have sufficient cause to suspend any supply of services and/or products, terminate the Contract and/or levy interest for late payment. Interest will be charged on a daily basis at the current statutory rate from the invoice date until payment.
8.3 Where the Customer effects payment by credit or debit card the Customer agrees to pay the card company charges and all handling charges incurred by the Provider for the transaction.
8.4 Where the Provider supplies services and/or products in instalments, each instalment shall be treated as a separate delivery and invoices will be raised for payment on delivery of each instalment.
8.5 Payment Charge (Annual)
Where annual contract charges apply, the Customer shall pay the charge (Annual Term Contract) rate by equal monthly instalments the first to be paid on signing of the Term Contract and subsequent payments to be made on the corresponding day of each following month.
8.6 Payment of other charges
The Customer shall pay all other charges not later than [30] days after the Provider's invoice in respect of them.
8.7 Non-Payment Consequences
If payment is late, the Provider may suspend all services immediately. The Provider is not responsible for incidents occurring during suspension.
9. BACKUP & DISASTER RECOVERY (BDR)
9.1 Provider Responsibilities:
Monitor backup logs, act on failures during Service Hours and perform random test restores unless otherwise agreed.
9.2 Customer Responsibilities:
Maintain adequate storage, inform Provider of data location changes, secure and manage backup credentials.
9.3 Recovery Objectives
Default unless stated:
RPO: 48 hours or reasonable endeavour
RTO: 96 hours or reasonable endeavour
9.4 Provider BDR Disclaimer
The Provider does not guarantee backup success or restoration of data.
No liability is accepted for:
Data loss of any kind, ransomware, corruption, hardware failure or backup failures due to Customer infrastructure.
10. COPY PROGRAMS
The Customer shall obtain, keep and make available to the Provider machine readable copies of all programmes, data files and operating systems relating to the Equipment. The Provider shall not be liable for the customer's inability to use its machine readably data.
11. EXCLUSIONS FROM SERVICE
11.1 The Provider's obligation to provide maintenance and/or other services is conditional upon the Customer's proper use and care of all Equipment and compliance with any terms and conditions attaching to third party software and licences.
The Provider shall not be obliged to furnish maintenance and/or other services if:
11.1.1 any Equipment has been subjected to unusual physical or electrical stress;
11.1.2 adjustment, repair or parts replacement is required because of accidents, neglect, misuse, improper programming, failure of electrical power, air conditioning, humidity control, transportation or causes other than normal use;
11.1.3 the Equipment is maintained or repaired or if attempts to repair or service the Equipment are made by other than the Provider's personnel without the prior approval of the Provider (such approval not to be unreasonably withheld);
11.1.4 the Equipment is either removed from its initial installation location or is reinstalled without the approval of the Provider; or
11.1.5 the Equipment is more than [4] years old
11.1.6 the Equipment or any (essential) part thereof, in the Provider's reasonable opinion, has reached the end of its useful life.
11.1.7 The Customer has added or substituted equipment without the Provider's consent. If maintenance and/or other service(s) is/are required as a result of the causes stated above and the Provider agrees to effect such service(s), such service(s) will be made at the Provider's then prevailing non-contract service rates.
11.1.8 Unsupported systems or software.
11.1.9 Failure by Customer to apply patches or updates.
11.1.10 Cyber incidents caused by Customer errors or poor security hygiene.
11.2 Maintenance service shall not include:
11.2.1 installation or maintenance of software;
11.2.2 operating supplies or accessories including media such as tapes and disc packs, paint or refinishing the Equipment, or furnishing materials for this purpose; and
11.2.3 electrical work external to the Equipment or maintenance or alterations, attachments or other devices not specifically noted as part of this agreement.
11.2.4 Virus removal, Data recovery or Operator Training.
12. VAT
All charges are exclusive of VAT which shall be paid in addition to such charges.
13. INCREASING CHARGES
The Provider may increase the service charges set out in the Term Contract by giving [30] days' prior written notice to take effect from the next due invoice.
For Term Contracts in excess of one [1] year:
13.1 no such change shall be made within the initial 12 months of the Term Contract; unless new equipment is added in accordance with the terms of the Term Contract.
13.2 The Customer may terminate the Term Contract by giving [60] days' notice in writing following the Provider's written notice of intent to increase charges.
14. ACCESS TO CUSTOMER EQUIPMENT
The Customer shall provide, at no charge to the Provider:
14.1 full and free access to the Customer's Equipment, and
14.2 working space and adequate facilities including electrical outlets within a reasonable distance from the Customer's Equipment.
15. CONFIDENTIALITY
15.1 All information acquired by the Provider relating to the business of the Customer and its customers shall be treated by the Provider as confidential (after as well as during Contract) and the Provider shall not make any use or disclosure of it. The Provider shall take all reasonable steps to protect the confidentiality of such information. The Provider shall keep confidential all information acquired by the Provider in connection with the business of the Customer and shall not make any use or disclosure of it.
15.2 The Customer shall keep confidential all information acquired by the Customer relating to the business of the Provider and shall not make any use or disclosure of it. The Customer shall take all reasonable steps to protect the confidentiality of such information.
15.3 Liability Limitation
Any confidentiality breach by the Provider is subject to the liability cap in Clause 19.
16. SUSPENSION OF PERFORMANCE
Failure of the Provider to receive payment in full from the Customer within the due date shall constitute sufficient cause for the Provider to suspend or terminate service under the Contract. During suspension, the Provider has no responsibility for monitoring, security, system health, or incidents.
17. TERMINATION
17.1 By notice
Subject to clause 13.2 either party may terminate a Term Contract by not less than [1] month's notice in writing to the other expiring not earlier than the end of the Term and there after either party may terminate the Contract for further terms by giving the other one month's notice.
17.2 For cause
The Contract may be terminated with immediate effect and without prior notice:
17.2.1 if either party fails to perform its obligations under the Contract and fails to remedy such failure within [21] days after written notice requiring it to be remedied.
17.2.2 by the Provider if the Customer fails to pay any sums due the Provider as stated in Clause 4.2 or if the Customer becomes bankrupt, insolvent or subject to any form of insolvency application and/or procedure or otherwise makes any assignment of its business for the benefit of creditors;
17.3 The Provider reserves the right to claim a lien on any of the Customer's property in the Provider's possession if the Customer is in debt to the Provider. The confidentiality obligations under Clause 16 shall survive the termination of the Contract.
17.4 Early Termination Charges
If the Customer terminates early, all remaining fees for the full term become immediately due.
18. FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure in the performance of any of its obligations under the Contract caused by factors outside its control, including any acts of God, fire, terrorism, explosion, accident, industrial dispute or any cause beyond its reasonable control.
It includes cyberattacks, vendor outages, supply-chain issues, and internet failures.
19. LIMITATION OF LIABILITY
The Provider’s total liability shall be the lowest of:
One (1) month of fees paid under this Contract, or
The amount paid for the relevant service in the last 1 month.
The Provider is not liable for:
Loss of data, profits, business, or reputation, cybersecurity breaches, third-party vendor failures or outages.
20. CUSTOMER INDEMNITY
The Customer indemnifies the Provider for all claims arising from:
Customer negligence, Customer breach of security requirements,
use of unsupported equipment or software and cyber incidents influenced by Customer behaviour.
21. THIRD PARTIES
No person other than the Provider and Customer shall acquire any enforceable right under or in connection with the Contract.
22. NOTICES
Any notices required or allowed under the Contract shall be deemed properly given if mailed, postage paid, by recorded delivery, to the Customer at the invoice address on the first page of this Contract.
23. JURISDICTION
This Contract shall be governed by English law and the parties consent to the non-exclusive jurisdiction of the English courts in all matters regarding it.
24. SECURITY & COMPLIANCE
24.1 Encryption - All end-points holding Customer data must be encrypted.
24.2 Logging & Monitoring - The Provider will maintain 1 month worth of logs regarding the remote control and system tools used; and logs that document administrative activities. Log information shall be protected by the Provider against tampering and unauthorised access. Logs will be made available by the Provider to the Customer, upon request.
24.3 Access Control - The Provider’s Consultants with access to Customer’s data will adhere to Customer’s Authentication & Authorisation Policy.
24.3.1 Remote access to Customer’s systems from outside the Customer’s site require strong (two-factor) authentication.
24.3.2 Upon Customer’s request, the Provider will prepare a list of all Provider’s Consultants who have access to Customer’s data.
24.3.3 Passwords for Customer’s systems must be stored encrypted.
24.4 Customer Cybersecurity Responsibilities mandatory obligations include:
MFA on all systems, strong password policies, supported OS only, no installation of unauthorised software, user cybersecurity training.
Failure voids related security commitments.
24.5 Cyber Incident Disclaimer
The Provider is not liable for cyberattacks.
25. CLOUD SERVICES SCHEDULE
The Provider is not responsible for:
Vendor outages or downtime, cloud data loss, misconfiguration by Customer users, licensing errors caused by Customer.
26. GDPR & DATA PROCESSING
26.1 Roles
Customer = Data Controller; Provider = Data Processor.
26.2 Obligations
Provider processes data only on Customer instruction.
Customer ensures instructions are lawful.
26.3 Sub-Processors
A list is available upon request.
26.4 Retention
Data deleted within 30 days of termination unless required otherwise.
27. CUSTOMER RESPONSIBILITIES
Customer must:
Maintain reliable power, cooling, and networking, ensure users comply with security rules, provide accurate device/user counts, obtain Provider approval before allowing third-party access. Any failure voids related warranties and SLAs.
28. ONBOARDING & OFFBOARDING
28.1 Onboarding
Includes system audit, deployment of tools, and documentation. This work is chargeable unless agreed otherwise.
28.2 Offboarding
Provider will remove access and provide documentation within 10 business days. Offboarding time is billable.
29. PROVIDER WARRANTIES (DISCLAIMER)
The Provider supplies services using reasonable skill and care but does not warrant:
Error-free or uninterrupted service, prevention of cyber incidents, recovery of all data or compatibility with legacy systems.
30. CUSTOMER ASSUMPTION OF RISK
The Customer acknowledges and accepts full responsibility for all risks arising from:
Customer delays, inaction or failure to follow Provider recommendations;
Continued use of legacy, unsupported, or insecure technologies after being advised to upgrade;
Internal security policies, user behaviour, credential management, and access control;
Any decision made against Provider advice.
Where the Customer chooses not to implement recommended security controls, upgrades or best practices, the Customer expressly assumes all related risks. All associated warranties, SLAs and performance commitments by the Provider are void for the affected systems.
31. PROVIDER RIGHT TO REFUSE UNSAFE OR NON-COMPLIANT WORK
The Provider may refuse, suspend, or decline any work request which, in the Provider’s reasonable opinion:
Creates a security, safety or operational risk;
Violates industry best practice or regulatory requirements;
Requires working on unsupported systems or insecure infrastructure;
Would expose the Provider to unreasonable liability.
The Provider shall not be liable for any delay, cost, or consequence arising from such refusal.
32. MANDATORY CUSTOMER INSURANCE REQUIREMENTS
The Customer shall maintain, at its own cost:
Cyber Liability Insurance suitable for its business size and risk profile;
Business Interruption Insurance covering system downtime, data loss, and cyber events;
Contents/Equipment Insurance for all devices, servers, and hardware.
Failure to maintain these policies places full financial responsibility for related losses upon the Customer.
33. ENTIRE AGREEMENT
This Contract constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, discussions, or representations, whether written or oral. No verbal statements or informal assurances shall form part of this Contract.
Any amendments must be in writing and signed by both parties.
34. CUSTOMER TECHNOLOGY STANDARDS COMPLIANCE
To ensure service stability and security, the Customer must comply with Provider-mandated minimum technology standards as updated from time to time, including:
Supported operating systems;
Approved antivirus/EDR products;
Modern hardware capable of receiving security patches;
Enforced MFA across all cloud services and VPNs.
Non-compliance voids related warranties, SLAs and security commitments.
35. CHANGE CONTROL & CUSTOMER AUTHORISATION
All system changes, configuration modifications, and access rights changes must be:
Requested or approved by an authorised Customer representative;
Documented through the Provider’s ticketing or approval system.
The Provider shall not be responsible for unauthorised changes performed by Customer staff or third parties.
36. THIRD-PARTY ACCESS LIMITATION
No third party may access systems under Provider management without the Provider’s prior written approval.
The Provider accepts no liability for any issues arising from third-party work, changes, or system interference.