Last updated: 8 December 2025

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this Agreement:

“Business Day”: a day, other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Business Hours”: 9.30 am to 6.00 pm Monday to Friday inclusive excluding public holidays in United Kingdom.

“Charges”: the charges, comprising the Service Charges, the Hardware Charges and the Software Charges, payable by the Client to ITGUYS in accordance with clause 12.

“Client Data”: all structured and unstructured information, data, databases, records and documents (in whatever format or media) belonging to, or controlled in whole or in part by, or on behalf of, the Client or otherwise provided by or on behalf of the Client to ITGUYS in connection with the Services.

“Commencement Date”: the date set out in the Statement of Work.

“Conditions”: these terms and conditions as amended from time to time in accordance with clause 20.4.

“Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures”: all as defined in the Data Protection Legislation.

“Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

“Deliverables”: all documents, products and materials developed by ITGUYS in relation to the Services in any form.

“Hardware”: the hardware (or any part of it) set out in the Statement of Work.

“Hardware Charges”: the charges payable by the Client for the supply of the Hardware in accordance with clause 12 and as set out in the Statement of Work.

“Initial Term”: the initial term of this Agreement, as set out in the Statement of Work.

“Intellectual Property Rights”: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“ITGUYS Equipment”: any equipment, including tools, systems, cabling or facilities, provided by ITGUYS or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Client.

“Services”: the services, including the Deliverables, to be provided by ITGUYS to the Client as set out in the Statement of Work.

“Service Charges”: the charges payable by the Client for the supply of the Services in accordance with clause 12 and as set out in the Statement of Work.

“Service Levels”: the service level responses and response times referred to in the Statement of Work.

“Software”: any third-party software applications which ITGUYS agrees to provide as part of the Services, as set out in the Statement of Work or as otherwise agreed in writing between the parties.

“Software Charges”: the charges payable by the Client for the supply of the Software in accordance with clause 12 and as set out in the Statement of Work.

“Special Conditions”: the special conditions (if any) set out in the Statement of Work.

“Statement of Work”: the document referred to as the Statement of Work which incorporates these Conditions by reference.

“Third Party Licence Terms”: any third party terms and conditions, which apply to the Software.

“UK GDPR”: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

“Users”: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services. The minimum number of Users shall be as set out in the Statement of Work and the number of Users may be varied in accordance with clause 5.

1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.3 A reference to writing or written includes e-mail but not fax, SMS or social media channels including WhatsApp.

1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding or following those terms.

2. BASIS AND DURATION OF AGREEMENT

2.1 This Agreement shall comprise of the Statement of Work and these Conditions. If there is any conflict or ambiguity, unless otherwise expressly stated, the order of precedence shall be:

2.1.1 any Special Conditions;

2.1.2 the Statement of Work;

2.1.3 these Conditions,

to the extent of such conflict or ambiguity.

2.2 This Agreement shall commence on the Commencement Date.

2.3 Unless terminated earlier in accordance with clause 18 (Termination) or this clause, this Agreement shall continue for the Initial Term and shall automatically extend for 12 months (an “Extended Term”) at the end of the Initial Term and at the end of each Extended Term. Either party may terminate this Agreement by giving at least 30 days’ written notice to the other party before the end of the Initial Term or the relevant Extended Term, with such notice to terminate this Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.

2.4 Any samples, drawings, descriptive matter or

advertising issued by ITGUYS, and any descriptions or illustrations contained in ITGUYS’ marketing material, or on its website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of this Agreement or have any contractual force.

2.5 All of these Conditions shall apply to the supply of Hardware, Software and Services except where application to one or the other is specified.

3. SUPPLY OF SERVICES

3.1 ITGUYS shall:

3.1.1 supply the Services to the Client in accordance with this Agreement in all material respects; and

3.1.2 use its reasonable commercial endeavours to meet any Service Levels.

3.2 ITGUYS shall use its commercially reasonable endeavours to meet any performance dates for the Services set out in the Statement of Work, but any such dates or time frames shall be estimates only and time shall not be of the essence for the performance of the Services.

3.3 ITGUYS reserves the right to amend the Services if required:

3.3.1 to comply with any applicable statutory or regulatory requirements;

3.3.2 to reflect technological changes; or

3.3.3 for any other operational or commercial reason provided that such change does not reduce the quality or fitness for purpose of the Services, and ITGUYS shall notify the Client in such event.

3.4 ITGUYS warrants to the Client that the Services will be provided using reasonable care and skill.

3.5 The Client acknowledges that there may be particular services or devices that ITGUYS may be unable to monitor, manage, or patch. ITGUYS agrees to inform the Client when such a situation arises and the Client shall use its best endeavours to correct such situation so that ITGUYS is able to monitor, manage or patch the device or software.

3.6 The Client acknowledges that patches and antivirus definitions are distributed by their respective Software vendors, and as such, ITGUYS has no direct control over the effectiveness or lack thereof of the Software being applied.

3.7 If the Services include the provision of backing-up the Client Data (each version of which shall be a “Back-up”):

3.7.1 ITGUYS shall not be liable for any failure or delay in restoring any Back-up as a result of, or in connection with: (i) any failure or delay of the Client or any third party; or (ii) any failure, delay or defect caused by the equipment or systems of the Client or any third party; and

3.7.2 ITGUYS does not warrant or guarantee that any Back-up will be restored within any specific timescale.

3.8 If the Services include the provision of maintenance to the Client’s systems, ITGUYS shall use its reasonable endeavours to carry out any such maintenance outside of Business Hours, at a time agreed with the Client, provided always that unscheduled maintenance may be carried out during Business Hours where it is reasonably necessary to do so and ITGUYS shall use its reasonable endeavours to keep interruptions to a minimum.

4. ARTIFICIAL INTELLIGENCE (“AI”)

4.1 Any support (including implementation. Troubleshooting, remediation services and training) by ITGUYS in respect of AI which the Client uses or deploys, or intends to use or deploy, is outside of the scope of Services and subject to additional Charges and a separate written agreement between the parties.

4.2 For the purposes of this clause 4, the following defined terms shall have the meanings set out below:

4.2.1 “AI Output” refers to any content, data, information, or material generated, produced, or created, in part or in full, using AI. This includes, but is not limited to, text, images, audio, video, and any other form of digital content. The term encompasses both the final output and any intermediate results produced using AI.

4.2.2 “AI Provider” refers to any individual, company, or entity responsible for the creation, development, maintenance, or provision of an AI system or model. This includes entities involved in the design, programming, training, deployment, and support of the AI. The term also covers any party that licenses or otherwise makes the AI available for use by others, whether through direct provision or through a platform or service. 

4.3 Notwithstanding clause 4.1, ITGUYS may, at its sole discretion and at the reasonable request of the Client, provide AI guidance and AI readiness assessments to the Client. Statement of Work

4.4 The Client shall use AI responsibly and to ensure quality assurance, the Client:

4.4.1 shall only use subscription-based, commercially licensed AI that offer data usage controls and privacy protections;

4.4.2 shall accept and comply with third party AI Provider terms including the AI Provider’s acceptable use policy;

4.4.3 shall implement and enforce an internal AI policy and ensure its personnel undertake appropriate training prior to using AI and continue to maintain appropriate levels of AI literacy and training;

4.4.4 shall not upload, input, submit or share confidential information or personal data to, or enable processing of personal data by, open-source or publicly trained AI where input data may be used to train or improve such AI;

4.4.5 acknowledges and understands that AI Outputs can be inaccurate, incomplete, biased and/or containing AI hallucinations therefore the Client shall not rely on AI for accurate advice nor use AI for fully autonomous decision-making. All AI Outputs shall be reviewed, edited, verified and approved by the Client.

4.5 The Client shall promptly notify ITGUYS of any suspected or actual breach of clause 4.4 and ITGUYS may, at its sole discretion and subject to additional Charges:

4.5.1 investigate the breach and work with the Client on a remediation plan;

4.5.2 provide additional AI training to the Client;

4.5.3 terminate this Agreement in accordance with clause 18.1.

4.6 ITGUYS shall have no liability for losses arising from: 4.6.1 the Client’s breach of clause 4.4;

4.6.2 the act or omissions of the AI Provider;

4.6.3 inaccurate, incomplete or biased AI Outputs;

4.6.4 the use of AI agents created by or on behalf of the Client.

5. CHANGE REQUESTS

5.1 In the event that the Client requires any change to the Services or the Software, or to vary the number of Users (provided that the number of Users shall not be permitted to fall below the minimum number set out in the Statement of Work), or for additional Hardware to be provided, the Client shall submit a change request by completing the online form at https://www.ITGUYS.com/cr/ (a “Change Request”).

5.2 Upon receipt of the Client’s Change Request, ITGUYS shall either:

5.2.1 notify the Client that it is unable to comply with the Change Request, in which case this Agreement shall continue unamended; or

5.2.2 if ITGUYS is able to comply with the Change Request, provide the Client with details of the amended Charges which will apply as a result of the Change Request and this Agreement shall be amended accordingly as set out in the Change Request.

5.3 By submitting a Change Request the Client is deemed to accept the amended Charges which apply as a result of the Change Request. If the Client is unsure as to how the Charges will be affected by its Change request, it must contact ITGUYS prior to submitting a Change Request.

6. CLIENT’S OBLIGATIONS

6.1 The Client shall:

6.1.1 ensure that the terms of the Statement of Work and any information it provides in the Statement of Work are complete and accurate;

6.1.2 ensure that the number of employees, consultants or agents of the Client making use of the Services does not exceed the number of Users as set out in the Statement of Work or as varied from time to time in accordance with clause 5;

6.1.3 co-operate with ITGUYS in all matters relating to the Services and Hardware;

6.1.4 provide ITGUYS, its employees, agents, consultants and subcontractors, with such access to the Client’s premises, data, and other facilities as may reasonably be requested by ITGUYS for the purposes of supplying the Services;

6.1.5 provide ITGUYS, its employees, agents and subcontractors with administrator-level password access to the Client’s network;

6.1.6 maintain an adequate and dedicated internet connection and allow ITGUYS to access the Client’s network using that internet connection;

6.1.7 provide such information and materials as ITGUYS may reasonably request in order to carry out the Services in a timely manner, and ensure that such information is accurate in all material respects;

6.1.8 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

6.1.9 permit ITGUYS to install any management software which it reasonably requires onto the Client’s systems;

6.1.10 keep all ITGUYS Equipment at the Client’s premises in safe custody at its own risk, maintain the ITGUYS Equipment in good condition until returned to ITGUYS, and not dispose of or use the ITGUYS Equipment other than in accordance with ITGUYS’ written instructions or authorisation;

6.1.11 comply at all times with any Third Party Licence Terms and not do, or omit to do, any thing or action which would, or is reasonably likely to, cause ITGUYS to breach the Third Party Licence Terms; and

6.1.12 comply with any additional obligations as set out in the Statement of Work.

6.2 Where the Services are being provided in relation to hardware which is not owned by the Client (including, without limitation, where such hardware is a personal device belonging to a User):

6.2.1 the Client shall procure that such hardware has adequate anti-virus protection installed on it; and

6.2.2 ITGUYS shall have no liability to the Client for any loss or damage that may be caused to the Client’s systems or information as a result of any personal documents, files or images which are stored or accessed on such hardware.

6.3 From time to time it may be necessary for ITGUYS to have access to and contact the Client’s hardware, utility or service providers, including, without limitation, computer hardware manufacturers, third party software providers or internet service providers, on behalf of and as a representative of the Client in connection with the Services. The Client authorises ITGUYS to act on behalf of the Client in this capacity, and shall additionally release, or provide access to ITGUYS any information ITGUYS may need.

6.4 If ITGUYS’ performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):

6.4.1 without limiting or affecting any other right or remedy available to it, ITGUYS shall have the right to suspend performance of the Services or delivery of the Hardware or Software until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays ITGUYS’ performance of any of its obligations;

6.4.2 ITGUYS shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from ITGUYS’ failure or delay to perform any of its obligations as set out in this clause 6.4; and

6.4.3 the Client shall reimburse ITGUYS on written demand for any costs or losses sustained or incurred by ITGUYS arising directly or indirectly from the Client Default.

7. FAIR USE

7.1 Unless otherwise agreed between the parties in writing, the remote support provided by ITGUYS to the Client shall include:

7.1.1 reasonable technical support with onboarding and/or offboarding onto third party platforms in respect of Software;

7.1.2 troubleshooting incidents on the Hardware or Software covered devices, users and systems; and

7.1.3 administrative assistance such as User changes, setting permissions, printer mapping and, where possible, liasing with third party providers.

7.2 Remote support under the Services do not include:

7.2.1 out-of-scope services including:

(a) project work such as migrations, major upgrades, new system implementations, office moves or large-scale changes ;

(b) out-of-hours services; which may be provided at additional cost and on terms to be agreed between the parties in writing;

7.2.2 additional or repeated training to Users who have already received documentation, guidance or training on the same subject;

7.2.3 non-IT tasks such as content creation, data entry, bulk data corrections, or administrative work in line-of-business applications;

7.2.4 support for software and/or hardware not listed in the Services Schedule.

7.3 Usage monitoring

“Fair Use” means a reasonable volume of support tickets which is proportionate with other ITGUYS clients of comparable size and profile to the Client.

ITGUYS shall monitor support ticket volumes and patterns and if, in ITGUYS sole and reasonable opinion, the Client is exceeding Fair Use ITGUYS shall:

7.3.1 notify the Client that it has exceeded Fair Use and provide information such as examples and ticket data;

7.3.2 work with the Client to address the cause; and

7.3.3 if necessary, propose revised Charges and/or scope of Services to reflect ongoing higher usage.

7.4 ITGUYS is not responsible for the Client exceeding Fair Use if the results of any investigation pursuant to clause 7.3.2 reveals the Client’s Users are raising support tickets due to missing training offered by ITGUYS, not following internal processes, not following previous advice given by ITGUYs or for non-IT related issues. 

7.5 If after following the steps in clause 7.3, the Client continues to exceed Fair Use and/or the parties cannot agree to revised Charges and/or scope of Services, ITGUYS may limit or suspend the provision of remote support] Services or terminate the agreement under clause 18.1.

8. HARDWARE

8.1 The Hardware shall be as described in the Statement of Work and/or the written quotation provided by ITGUYS to the Client.

8.2 ITGUYS reserves the right to amend the specification of the Hardware if required:

8.2.1 by any applicable statutory or regulatory requirement;

8.2.2 to reflect technological changes; or

8.2.3 for any other operational or commercial reason provided that such change does not materially reduce the quality or fitness for purpose of the Hardware, and ITGUYS shall notify the Client in any such event.

9. DELIVERY OF HARDWARE

9.1 ITGUYS shall deliver the Hardware to the Client’s premises or such other location as the parties may agree (the “Delivery Location”) at any time after ITGUYS notifies the Client that the Hardware is ready.

9.2 Delivery of the Hardware shall be completed on the completion of unloading of the Hardware at the Delivery Location.

9.3 Any dates quoted for delivery of the Hardware are approximate only, and the time of delivery is not of the essence. ITGUYS shall not be liable for any delay in delivery of the Hardware that is caused by the Client’s failure to provide ITGUYS with adequate delivery instructions or any other instructions that are relevant to the supply of the Hardware.

9.4 If ITGUYS fails to deliver the Hardware, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement hardware of similar description and quality in the cheapest market available, less the price of the Hardware. ITGUYS shall have no liability for any failure to deliver the Hardware to the extent that such failure is caused the Client’s failure to provide ITGUYS with adequate delivery instructions for the Hardware or any relevant instruction related to the supply of the Hardware.

9.5 If ten Business Days after the day on which ITGUYS notified the Client that the Hardware was ready for delivery the Client has not taken delivery of it, ITGUYS may resell or otherwise dispose of part or all of the Hardware and charge the Client for any shortfall below the price of the Hardware.

10. QUALITY OF HARDWARE

10.1 ITGUYS shall, in so far as it is reasonably able to do so, pass on the benefit of any manufacturer’s warranty to the Client. 

10.2 Other than as set out in clause 10.1, ITGUYS makes no warranty or representation in relation to the quality of the Hardware or its fitness for purpose and all other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

11. TITLE AND RISK

11.1 The risk in the Hardware shall pass to the Client on completion of delivery.

11.2 Title to the Hardware shall not pass to the Client until ITGUYS receives payment in full (in cash or cleared funds) for the Hardware and any other Hardware that ITGUYS has supplied to the Client in respect of which payment has become due, in which case title to the Hardware shall pass at the time of payment of all such sums.

11.3 Until title to the Hardware has passed to the Client, the Client shall:

11.3.1 not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware;

11.3.2 maintain the Hardware in satisfactory condition and keep them insured against all risks for their full price on ITGUYS’ behalf from the date of delivery;

11.3.3 notify ITGUYS immediately if it becomes subject to any of the events listed in clause 18.1.3 to clause 18.1.5; and

11.3.4 give ITGUYS such information relating to the Hardware as ITGUYS may require from time to time. 11.4 Subject to clause 11.5, the Client may use the Hardware in the ordinary course of its business (but not otherwise) before ITGUYS receives payment for the Hardware.

11.5 If, before title to the Hardware passes to the Client, the Client becomes subject to any of the events listed in clause 18.1.3 to clause 18.1.5, then, without limiting any other right or remedy ITGUYS may have:

11.5.1 the Client’s right to use the Hardware in the ordinary course of its business ceases immediately; and

11.5.2 ITGUYS may at any time:

(a) require the Client to deliver up all Hardware in its possession that have not incorporated into another product; and

(b) if the Client fails to do so promptly, enter any premises of the Client or of any third party where the Hardware are stored in order to recover them.

12. CHARGES AND PAYMENT

12.1 The Service Charges which are applicable as at the Commencement Date shall be as set out in the Statement of Work.

12.2 The Hardware Charges shall be as set out in the Statement of Work. The Hardware Charges are exclusive of all costs and charges of packaging, insurance, transport of the Hardware, which shall be paid by the Client in addition to the Hardware Charges, when it pays for the Hardware.

12.3 In addition to the Service Charges, ITGUYS shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom ITGUYS engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by ITGUYS for the performance of the Services.

12.4 ITGUYS shall be permitted to increase the Service Charges on an annual basis with effect from 1 April in each year by a maximum of the percentage increase in the Retail Prices Index in the preceding 12-month period.

12.5 In the event that the cost to ITGUYS of providing the Software to the client increases, ITGUYS shall be permitted to increase the Software Charges accordingly.

12.6 In the event that additional services, hardware and/or software are requested or required by the Client, the Charges for such additional services, hardware and/or software will be determined by agreement of the parties (in accordance with clause 5) or, in the absence of agreement, or where additional services are provided on an ad hoc basis, this will be charged at ITGUYS’ standard rates in effect at the time such service is provided or such hardware or software is delivered.

12.7 The Client shall pay the Charges and any other sums due under this Agreement by Direct Debit unless otherwise agreed in writing by ITGUYS. The Client shall, on or before the Commencement Date, provide all information (including valid and up-to-date bank account details) and take all such steps as may be necessary to properly set up a Direct Debit for the Charges and other sums due under this Agreement. The Client hereby authorises ITGUYS:

12.7.1 to deduct the initial Charges from the Client’s nominated bank account on the Commencement Date;

12.7.2 to deduct the recurring monthly Charges in respect of each month from the Client’s nominated bank account on the first day of such month during the term of this Agreement. ITGUYS shall provide the Client with an invoice in respect of such monthly Charges; and

12.7.3 on receipt of an invoice from ITGUYS for any sums payable by the Client pursuant to clauses 12.3 or 12.6, to deduct such sums from the Client’s nominated bank account 7 days following the date of such invoice, and time for payment shall be of the essence of this Agreement.

12.8 All amounts payable by the Client under this Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under this Agreement by ITGUYS to the Client, the Client shall, on receipt of a valid VAT invoice from ITGUYS, pay ITGUYS such additional amounts in respect of VAT as are chargeable on the supply of the Services, Hardware or Software at the same time as payment is due for the supply of the Services, Hardware or Software.

12.9 If the Client fails to make a payment due to ITGUYS under this Agreement by the due date, then, without limiting ITGUYS’ remedies under clause 18, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 12.9 will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%.

12.10 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

13. INTELLECTUAL PROPERTY RIGHTS

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services (including the Deliverables) or the Software (other than Intellectual Property Rights in any materials provided by the Client) and in the ITGUYS Equipment shall be owned by ITGUYS or its licensors.

13.2 ITGUYS grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Agreement to copy the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.

13.3 The Client acknowledges that, in respect of any third party Intellectual Property Rights in the Services including the Deliverables, or the Software, the Client’s use of any such Intellectual Property Rights is conditional on ITGUYS obtaining a written licence from the relevant licensor on such terms as will entitle ITGUYS to license such rights to the Client.

13.4 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 13.2.

13.5 The Client grants ITGUYS a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to ITGUYS (including, without limitation, the Client Data) for the term of this Agreement for the purpose of providing the Services to the Client (the “Client Materials”).

13.6 The Client warrants that it is the owner or licensed user of all Client Materials and the Client Data and fully indemnifies ITGUYS against all damages, losses and expenses arising out of any action or claim that the Client Materials and/or the Client Data:

13.6.1 infringe the Intellectual Property Rights of any third party;

13.6.2 comprise any content which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous;

13.6.3 breach any confidentiality obligations;

13.6.4 are erroneous, misleading or inaccurate; or

13.6.5 infringe any applicable laws, regulations or third party rights.

14. CONFIDENTIALITY

14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.

14.2 Each party may disclose the other party’s confidential information:

14.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14; and

14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

15. NON-SOLICITATION

15.1 The Client shall not directly or indirectly, without the prior written consent of ITGUYS, at any time during the term of this Agreement or for a period of 12 months after the termination of this Agreement (howsoever arising), engage or employ, or solicit or entice away, or attempt to do any of those things in respect of any person employed or engaged by ITGUYS in the provision of the Services.

15.2 Any consent given by ITGUYS in accordance with clause 15.1 shall be subject to the Client paying the Introduction Fee to ITGUYS. 

15.3 Any payment under clause 15.2 shall be in full and in cleared funds to a bank account nominated in writing by ITGUYS within 7 days of the date of consent being given. 

15.4 If the Client breaches clause 15.1, without limiting its other rights or remedies, ITGUYS may, serve a demand on the Client requiring the Client to pay ITGUYS, as liquidated damages, a sum equal to the Introduction Fee. 

15.5 If a demand is served under clause 15.4, the Client shall make such payment in full and in cleared funds to a bank account nominated in writing by ITGUYS within 5 days of the date of such notice.

15.6 The parties confirm that these liquidated damages are reasonable and proportionate to protect ITGUYS’ legitimate interest.

15.7 The calculation of the Introduction Fee reflects the significant time and costs that will be incurred by ITGUYS in adequately replacing the relevant person including but not limited to:

15.7.1 recruitment costs of a replacement person;

15.7.2 additional and wasted management time; and

15.7.3 training, development, investment and on-boarding time.

15.8 VAT is payable in addition to any Introduction Fee due. 15.9 For the purposes of this clause 15, the “Introduction Fee” shall be an amount equal to 20% of the annual remuneration package including (without limitation) pay, holiday pay, commission, bonuses, overtime, shift premium, and any benefits in kind that the employee, worker, consultant or contractor received from ITGUYS in the previous 12 months or, if higher, would receive in the first year that they are engaged or employed by the Client.

16. LIMITATION OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE. 

16.1 References to liability in this clause 16 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

16.2 This clause 16 sets out the entire financial liability of ITGUYS (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of:

16.2.1 any breach of this Agreement;

16.2.2 any use made by the Client of the Services, Deliverables, Hardware of Software, or any part of them; and

16.2.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

16.3 Except as set out in these Conditions:

16.3.1 ITGUYS shall not have any liability for any losses or damage suffered or incurred by the Client or any User as a result of the Client’s failure to follow ITGUYS’ lawful and reasonable instructions (including in particular, but without limitation, in relation to use of security measures such as multi-factor authentication as recommended by ITGUYS); and

16.3.2 all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement. 

16.4 Nothing within this clause 16 shall exclude or limit liability which cannot legally be limited including, but not limited to, liability for:

16.4.1 death or personal injury caused by negligence; or

16.4.2 fraud or fraudulent misrepresentation. 

16.5 Subject to clause 16.3 and clause 16.4, ITGUYS shall have no liability to the Client for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information, or special, indirect or consequential damage or loss. 

16.6 Subject to clause 16.3, clause 16.4 and clause 16.5, ITGUYS’ total liability arising in connection with the performance or contemplated performance of this Agreement shall be limited to 100% of the total Charges paid by the Client under this Agreement in the 12months prior to the occurrence of the event giving rise to liability.

16.7 Unless the Client notifies ITGUYS that it intends to make a claim in respect of an event within the notice period, ITGUYS’ shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 

16.8 This clause 16 shall survive termination of this Agreement.

17. DATA PROTECTION

17.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 17 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

17.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and ITGUYS is the processor. 

17.3 Without prejudice to the generality of clause 17.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data included in the Client Data to ITGUYS for the duration and purposes of this Agreement. 

17.4 Without prejudice to the generality of clause 17.1, ITGUYS shall, in relation to any personal data processed in connection with the performance by ITGUYS of its obligations under this Agreement:

17.4.1 process that personal data only on the documented written instructions of the Client unless ITGUYS is required by applicable law to otherwise process that personal data;

17.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

17.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;

17.4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

(a) the Client or ITGUYS has provided appropriate safeguards in relation to the transfer;

(b) the data subject has enforceable rights and effective legal remedies; and

(c) ITGUYS complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred;

17.4.5 assist the Client, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

17.4.6 notify the Client without undue delay on becoming aware of a personal data breach;

17.4.7 at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of this Agreement unless required by applicable law to store the personal data; and

17.4.8 maintain records and information to demonstrate its compliance with this clause 17 and immediately inform the Client if, in the opinion of ITGUYS, an instruction infringes the Data Protection Legislation.

17.5 The Client consents to ITGUYS appointing third party processors of personal data under this Agreement.

18. TERMINATION

18.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

18.1.1 the other party commits a material breach and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

18.1.2 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

18.1.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

18.1.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

18.1.5 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

18.2 Without affecting any other right or remedy available to it, ITGUYS may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default 14 days after having been notified in writing that payment is due.

18.3 Without affecting any other right or remedy available to it, ITGUYS may suspend the supply of Services if the Client fails to pay any amount due under this Agreement on the due date for payment, the Client becomes subject to any of the events listed in clause 18.1.3 to clause 18.1.5, or ITGUYS reasonably believes that the Client is about to become subject to any of them.

19. CONSEQUENCES OF TERMINATION

19.1 On termination of this Agreement:

19.1.1 the Client shall immediately pay to ITGUYS all outstanding Charges, all of ITGUYS’ outstanding unpaid invoices and interest and, in respect of Services supplied or Hardware/Software delivered or other costs or expenses incurred by ITGUYS but for which no invoice has been submitted, ITGUYS shall submit an invoice, which shall be payable by the Client immediately on receipt; and

19.1.2 the Client shall return all of the ITGUYS Equipment and any Hardware or Deliverables which have not been fully paid for. If the Client fails to do so, then ITGUYS may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.

19.2 In the event that the Client requires the co-operation or assistance of ITGUYS in affecting any handover of Services to an alternative service provider upon termination ITGUYS shall be entitled to charge the Client for all time incurred in providing such cooperation and assistance and recover all costs incurred in so doing in accordance with clause 12.

19.3 Unless otherwise agreed with the Client and subject to the Client paying such fees and expenses as may be specified by ITGUYS, ITGUYS shall be entitled to delete or otherwise dispose of all Client Materials and Client Data following termination or expiry of this Agreement.

19.4 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

19.5 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

20. GENERAL

20.1 Force majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

20.2 Assignment and other dealings.

20.2.1 ITGUYS may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

20.2.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of ITGUYS.

20.3 Entire agreement.

20.3.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.3.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

20.3.3 Nothing in this clause shall limit or exclude any liability for fraud.

20.4 Variation. ITGUYS may update or amend these Terms and Conditions at any time. It is the Client’s responsibility to review the current Conditions regularly. Any updated Conditions will apply to all existing and future Statement of Works, and the Client’s continued use of the Services constitutes the Client’s acceptance of the updated Conditions.

20.5 Waiver. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.6 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 20.6 shall not affect the validity and enforceability of the rest of this Agreement.

20.7 Notices.

20.7.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to its main email address or as otherwise communicated between the parties.

20.7.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; and

(c) if sent by email, at 9.00 am on the next Business Day after transmission. 20.7.3 This clause 20.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

20.8 Third party rights.

20.8.1 Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

20.8.2 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.

20.9 Governing law and jurisdiction.

20.9.1 This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

20.9.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.