Terms of Service

2. What we provide

Ongoing technical operations for the websites, applications and servers listed in the written inventory agreed with you before work begins. The services, the boundaries and the response commitments are those published on this site and restated in that inventory.

Anything not on the agreed inventory is out of scope. The system counts shown on the pricing page are indicative ceilings, not the thing being bought.

We provide the services with reasonable skill and care. Nothing in these terms obliges us to provide services that are outside the agreed inventory.

3. The complimentary audit and the assessment

The complimentary infrastructure audit is a short call to establish whether we are a suitable fit. It is not an audit in the documentary sense: it produces no written report, and no obligation arises from it on either side. Any observation made during it is preliminary and may not be relied on.

The Technical Assessment is a separate, paid engagement. It produces a written report and a written inventory of the systems reviewed, and is paid in full before the review begins. It is a bounded review of the systems you authorise and is limited to what is described on this site and in the report’s Limitations section. It is not a penetration test, a formal security audit or a compliance assessment, and it is not a warranty that any system is secure, compliant or free of defects.

Current prices are stated in the pricing section of this site, which is the authoritative statement of them.

4. Your responsibilities

• Provide timely access to the systems in scope, and tell us when access changes.
• Keep your own accounts, domains and hosting registered in your name.
• Nominate someone authorised to approve work and changes.
• Maintain any third-party services and licences you rely on.
• Tell us promptly about anything that may affect the services, including planned changes, known faults and security incidents.
• Ensure you are entitled to grant us the access you ask us to use, and that the content and data in your systems are lawful.

5. Payment

Retainers are billed monthly in advance. Invoices are due within 7 days of the invoice date. Prices are quoted in USD. Where we agree to invoice you in another currency, the amount and currency will be stated on the invoice and are payable in that currency.

The Technical Assessment and any Emergency Fix are paid in full before work begins. Fees for the notice period remain payable. Fees paid in advance for any period after termination are refunded pro rata. Unused monthly hours do not roll over and are not refundable.

We are not currently registered for VAT, so no VAT is charged. Should we become VAT-registered, VAT will be added to invoices at the prevailing rate.

If an invoice is not paid when due, we may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate, together with any fixed compensation due, and we may suspend the services on 7 days’ written notice. Suspension does not relieve you of the obligation to pay.

6. Data protection

In providing the services we may access personal data held in your systems. For that data you are the controller and we are the processor. We will:

• process it only on your documented instructions and only to provide the services;
• ensure anyone who accesses it is under binding confidentiality obligations;
• implement appropriate technical and organisational measures to protect it;
• assist you, so far as we reasonably can, with your obligations on data subject requests, security and breach notification;
• not engage another processor without your authorisation, and impose equivalent terms where we do;
• not transfer it outside the United Kingdom except on your instruction or with appropriate safeguards;
• delete or return it on termination, subject to any legal retention requirement.

A separate data processing agreement is available on request and we will enter into one where data protection law requires it.

Our own processing of your contact, billing and website data is described in our Privacy Policy.

7. Confidentiality

Each of us will keep the other’s confidential information secret, use it only for the purposes of the engagement, and not disclose it except to those who need it and are under equivalent obligations. This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully held, is independently developed, or must be disclosed by law.

This clause survives termination.

8. Limits of the service

We do not provide a guaranteed resolution time, a guaranteed uptime figure, or out-of-hours cover. Recovery can depend on your hosting provider, third-party vendors, your architecture, access permissions and the nature of the incident. The published response commitments and the stated limits on this site form part of these terms.

Monitoring, alerts and expiry notifications are provided on a best-efforts basis and are not a guarantee. We do not warrant that systems will remain free from vulnerabilities, or that unauthorised access or malware will be prevented.

9. Liability

9.1 Nothing in these terms excludes or limits our liability for:

• (a) death or personal injury caused by our negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) any other liability that cannot lawfully be excluded or limited.

9.2 We do not exclude liability for loss of or damage to your data. Where that loss arises from the failure of a backup we were contracted to maintain, our primary remedy is to restore the affected systems from the most recent verified backup.

9.3 Subject to clauses 9.1 and 9.5, our total aggregate liability arising under or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by you to us in the 12 months preceding the date on which the claim arose. This is an aggregate limit across all claims, not a per-claim limit.

9.4 Subject to clause 9.1, we are not liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business, goodwill or business interruption, whether or not such loss was foreseeable.

9.5 Where you have purchased a one-off Technical Assessment, our total aggregate liability in connection with that assessment shall not exceed the fee paid for it.

9.6 We are not liable for the failure of your hosting provider, registrar, DNS or email provider or any other third party; for loss caused by changes you or a third party make to systems in scope; or for unauthorised access or malware we were not contracted to prevent.

9.7 Nothing in this clause affects your obligation to pay the fees properly due.

10. Intellectual property

You retain ownership of your content, systems, domains and data, and of all intellectual property you provide to us. We retain ownership of our own methods, checklists, templates, tooling and report formats.

You may use any report we produce for your internal business purposes. You may not resell it, publish it as an audit of your own, or present it as the work of another party.

Neither of us may use the other’s name or logo publicly without permission, except that we may identify you as a client if you have agreed to it in writing.

11. Term and termination

Retainers run monthly and renew unless cancelled. Either side may end the engagement on 30 days’ written notice.

Either side may end it immediately on written notice if the other commits a material breach and does not remedy it within 14 days of being told, or becomes insolvent or unable to pay its debts.

On termination we hand over documentation and credentials, and remove our own access. We will make the most recent verified backup available to you and will not be obliged to retain backups or documentation for more than 30 days after termination.

12. Changes to these terms

We may update these terms. The version in force is the one published on this page with its stated date. We will give you 30 days’ written notice of any change that materially affects the services or your obligations, and changes do not apply retrospectively to fees already invoiced.

13. General

These terms, together with the agreed inventory and the published commitments on this site, are the entire agreement between us and replace anything said or written before.

If any part of these terms is found unenforceable, the rest continues to apply.

We may assign or novate these terms to any company that acquires or carries on our business, including on the incorporation of a UK company. You may not assign them without our written consent.

A person who is not a party to these terms has no right to enforce any part of them, and the Contracts (Rights of Third Parties) Act 1999 does not apply.

Neither of us is liable for delay or failure caused by events beyond our reasonable control, provided we tell the other promptly and take reasonable steps to reduce the effect.

Notices must be in writing and sent to the email addresses we each use for the engagement.

14. Governing law

These terms are governed by the law of England and Wales. The courts of England and Wales have non-exclusive jurisdiction, and nothing prevents either of us from enforcing a judgment or recovering a debt in any court of competent jurisdiction.

15. Contact

Questions about these terms: [email protected].

Company details

Company registration details will be published here once the UK entity is incorporated.