These Terms & Conditions govern the provision of IT managed services by Techrelate Ltd to our clients. These terms apply unless otherwise agreed in a separate written Service Agreement. Where a specific contract exists, the terms of that contract take precedence.
Please read these terms carefully before engaging our services.
“Agreement” or “Contract” means these Terms & Conditions together with any Service Schedule, Statement of Work, quotation, or Order Form
“Customer” or “Client” or “you” means the person, company, or organisation engaging our Services
“Confidential Information” means any proprietary or confidential information disclosed by either party
“Fees” means the fees for the Services as set out in the quotation
“Services” means the IT managed services, support, consultancy, and related services provided by Techrelate Ltd as detailed in our quotation
“Service Provider” or “we” or “us” or “our” means Techrelate Ltd
“Business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales
Company Name: Techrelate Ltd
Company Number: 06914938
VAT Number: 152 2260 48
Registered Office: Calder & Co, 30 Orange Street, London, United Kingdom, WC2H 7HF
Operating Address: Techrelate Ltd, Screenworks 404, 22 Highbury Grove, London, N5 2EF
Contact Email: [email protected]
Data Controller: Julian Fox
Email:[email protected]
3.1 These Terms and Conditions apply to the provision of Services by us to you.
3.2 You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier).
3.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Terms and Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.4 Any amendments to these Terms & Conditions must be agreed in writing and signed by both parties.
3.5 If there is any conflict between these Terms & Conditions and a Service Schedule or Statement of Work, the Service Schedule or Statement of Work shall take precedence for that specific service only.
4.1 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
4.2 Words imparting the singular number shall include the plural and vice-versa.
5.1 We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects.
5.2 We provide IT managed services including but not limited to:
5.3 We can make any changes to the Services which are necessary to comply with any applicable law, safety requirement, or security requirement, and we will notify you if this is necessary.
5.4 We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
5.5 All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
6.1 You must obtain any permissions, consents, licences or otherwise that we need and must provide us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
6.2 You agree to:
6.3 If you do not comply with this section, we can terminate the Services.
6.4 We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section.
6.5 You acknowledge that delays in providing access, information, or decisions may impact service delivery timelines and costs.
6.6 You are responsible for:
7.1 The Fees for the Services are set out in the quotation and are on a time and materials basis.
7.2 In addition to the Fees, we can recover from you:
7.3 You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current applicable hourly rate or such other rate as may be agreed between us.
7.4 The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
7.5 We will invoice you for payment of the Fees either:
7.6 You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
7.7 Time for payment shall be of the essence of the Contract.
7.8 Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
7.9 All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
7.10 If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
7.11 Receipts for payment will be issued by us only at your request.
7.12 All payments must be made in British Pounds unless otherwise agreed in writing between us.
7.13 We reserve the right to increase Fees with 60 days’ written notice. Fee increases will apply to Services provided after the notice period expires.
8.1 We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the quotation. Hardware pricing is subject to change based on supplier costs.
8.2 Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
8.3 If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
8.4 If, due to circumstances beyond our control, we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
9.1 The Agreement commences on the date specified in the Service Schedule or quotation and continues for the Initial Term stated therein.
9.2 Unless either party gives written notice of termination at least 90 days before the end of the Initial Term or any Renewal Term, the Agreement will automatically renew for successive 12-month periods.
9.3 Fixed-term contracts may have different renewal terms as specified in the Service Schedule.
10.1 We reserve all copyright and any other intellectual property rights which may subsist in any goods or materials supplied in connection with the provision of the Services.
10.2 We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
10.3 We grant you a non-exclusive, non-transferable licence to use any deliverables for your internal business purposes.
10.4 You retain all intellectual property rights in your data, content, and existing systems.
10.5 You grant us a licence to access, use, and modify your data and systems solely for the purpose of providing the Services.
10.6 We may use anonymised and aggregated data for our own business purposes, including improving our services and developing industry insights.
11.1 Both parties agree to keep confidential all Confidential Information disclosed by the other party.
11.2 Confidential Information does not include information that:
11.3 Each party may disclose Confidential Information to its employees, contractors, and professional advisers on a need-to-know basis, provided they are bound by confidentiality obligations.
11.4 These confidentiality obligations survive termination of the Agreement.
12.1 When supplying the Services to you, we may gain access to and/or acquire the ability to transfer, store or process personal data of your employees.
12.2 Where such processing of personal data takes place, you shall be the ‘data controller’ and we shall be the ‘data processor’ as defined in the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
12.3 ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the UK GDPR.
12.4 We shall only Process Personal Data to the extent reasonably required to enable us to supply the Services, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for our own or for any third party’s purposes.
12.5 We shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
12.6 We shall implement and maintain appropriate technical and organisational security measures to protect Personal Data Processed by us on your behalf.
12.7 We will assist you in responding to data subject requests and notify you promptly of any personal data breaches.
12.8 You warrant that you have all necessary rights and consents to provide us with personal data for processing.
12.9 A separate Data Processing Agreement may be required depending on the nature of the Services. Please contact [email protected] to discuss data processing arrangements.
12.10 Further information about our approach to data protection is specified in our Privacy Policy, which can be found on our website.
13.1 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
13.2 We remain responsible for the Services provided by our subcontractors.
13.3 You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
13.4 Some Services may require you to enter into separate agreements with third-party providers (e.g., Microsoft, cloud hosting providers). We can assist with procurement but are not responsible for third-party service failures.
13.5 Third-party software licensing and support are governed by the respective third-party terms and conditions.
14.1 Either party may terminate the Agreement for convenience by giving 90 days’ written notice.
14.2 We can terminate the provision of the Services immediately if you:
14.3 Unless otherwise specified in your Service Agreement, the terms in 14.1 and 14.2 apply.
Upon termination:
14.4 Sections relating to payment, confidentiality, intellectual property, limitation of liability, and dispute resolution survive termination.
15.1 Nothing in these Terms & Conditions excludes or limits our liability for:
15.2 Subject to Section 15.1, our total liability arising from or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total amount of Fees payable by you under the Contract.
15.3 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services for:
15.4 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from:
15.5 We maintain professional indemnity insurance. Certificates available upon request.
16.1 Neither party is liable for any failure or delay in performing obligations where such failure or delay results from any cause that is beyond the reasonable control of that party, including but not limited to:
16.2 The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact.
16.3 If the delay continues for a period of 90 days, either party may terminate or cancel the Services without penalty.
17.1 You authorise us to access your systems remotely as necessary to provide the Services.
17.2 We will implement appropriate security measures for remote access, including:
17.3 You are responsible for maintaining the security of your network perimeter and ensuring authorised users follow security best practices.
17.4 We will notify you promptly of any security incidents or breaches affecting your systems.
18.1 We maintain appropriate insurance coverage, including:
18.2 Copies of our insurance certificates are available upon request.
19.1 In accordance with legal requirements and industry standards, we adhere to a data retention policy to govern the duration and handling of sensitive credentials and client documentation.
19.2 Data Retention Period: We retain vital sensitive credentials and client documentation for a period of six (6) months from the date of the last transaction or engagement. After this period, data will be archived for up to a further six (6) months. A restoration fee will apply if you require access to archived data. Data will be securely destroyed 12 months after your last engagement unless otherwise required by law.
19.3 Data Destruction and Data Recovery Fee: Upon expiration of the retention period, all stored data will be permanently deleted. Should there be a need for recovery after this period, a recovery fee will be applicable. This fee covers the costs associated with retrieving and restoring data from backup or archival media.
19.4 Backup and Archival Considerations: Certain information may persist on backup or archival media for legal, tax, or regulatory compliance purposes. These backups are securely maintained and are subject to the same stringent security measures as the live data.
19.5 Legal or Regulatory Requirements: If a longer retention period is required or permitted by law, we will adhere to such legal obligations. This may include situations where data must be retained for purposes such as compliance with tax regulations or responding to legal inquiries.
19.6 Client Requests for Deletion: You have the right to request the deletion of your data before the end of the retention period. However, the recovery fee may apply if data retrieval is sought after the retention timeframe.
19.7 Data Security Measures: We employ industry-standard security measures to protect sensitive credentials and client documentation from unauthorised access, disclosure, alteration, and destruction during the retention period.
19.8 This Data Retention Policy may be subject to updates. You will be informed of any changes through official channels.
20.1 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
20.2 Notices shall be deemed to have been duly given:
20.3 All notices to us should be sent to:
Email: [email protected]
Address: Techrelate Ltd, Screenworks 404, 22 Highbury Grove, London, N5 2EF
21.1 In the event of any dispute arising from or relating to this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiation.
21.2 If negotiation does not resolve the dispute within 30 days, the parties may agree to refer the dispute to mediation or alternative dispute resolution (ADR) before commencing legal proceedings.
21.3 Any ADR process shall be conducted in accordance with the rules of a mutually agreed ADR provider (such as the Centre for Effective Dispute Resolution).
21.4 Nothing in this clause prevents either party from seeking urgent injunctive relief or other interim remedies from a court.
22.1 No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
22.2 Any waiver must be in writing and signed by the party granting the waiver.
23.1 If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
23.2 Any invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the parties’ intentions.
24.1 These Terms & Conditions, together with any Service Schedule, Statement of Work, quotation, or Order Form, constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings.
24.2 No variation of these Terms & Conditions shall be effective unless agreed in writing by authorised representatives of both parties.
25.1 This Agreement shall be governed by and interpreted according to the law of England and Wales.
25.2 All disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
26.1 These Terms & Conditions may be executed in counterparts, each of which shall be deemed an original.
26.2 References to “writing” or “written” include email unless otherwise specified.
26.3 Any reference to legislation includes amendments, re-enactments, or replacements of that legislation.
26.4 By engaging with Techrelate Ltd, you implicitly agree to the terms outlined in this Agreement.