Terms and Conditions

Last updated: November 9, 2025

1. BACKGROUND

(A) HDP IT SERVICES LTD (Company No. 16329073) of Stamp Exchange, Westgate Road, Newcastle Upon Tyne, England, NE1 1SA (“The Provider”) is a provider of Managed IT Services. (B) The entity named in the Service Schedule (“The Client”) wishes to engage the Provider for the supply of IT support and management services. (C) These Terms and Conditions, together with the relevant Service Schedule(s) and the Fair Use Policy, constitute the entire Agreement between the parties.

2. DEFINITIONS

  • “Agreement”: These Terms and Conditions, the Service Schedule(s), and any attached Policies.

  • “Commencement Date”: The start date specified in the Service Schedule.

  • “Service Schedule”: The specific plan (e.g., Bronze, Silver, Gold) detailing the scope of services and fees.

  • “Fees”: The charges payable by the Client as set out in the Service Schedule.

  • “Standard Business Hours”: 09:00 to 17:00, Monday to Friday, excluding UK Bank Holidays.

3. TERM AND TERMINATION

3.1 Initial Term This Agreement shall commence on the Commencement Date and continue for the Initial Term of 12 months, unless stated otherwise in the Service Schedule.

3.2 Renewal Following the Initial Term, this Agreement shall automatically renew on a rolling monthly basis.

3.3 Termination Either party may terminate this Agreement by giving not less than 30 days’ written notice.

  • Notice during Initial Term: Notice may be served to end the Agreement at the expiry of the Initial Term.

  • Notice during Renewal: Notice may be served at any time to end the Agreement 30 days thereafter.

3.4 Liability on Exit Upon termination, the Client shall immediately pay any outstanding Fees. Where the Provider has purchased annual licenses or subscriptions on behalf of the Client (e.g., Microsoft 365, Domain Names), the Client remains liable for the full cost of the remainder of the license term, regardless of the termination date of this Agreement.

4. PROVISION OF SERVICES

4.1 Scope The Provider shall supply the Services specified in the Service Schedule using reasonable care and skill.

4.2 Service Level Agreement (SLA) The Provider aims to meet the Response Times set out in the Service Schedule. The Client acknowledges that these are targets and not guarantees.

4.3 Exclusions The Services do not include:

  • (a) Support for End-of-Life (EOL) hardware or software;

  • (b) Remediation of issues caused by Client negligence, misuse, or unauthorised modification;

  • (c) The cost of any new hardware or third-party software.

4.4 Fair Use Policy The provision of “Unlimited Support” is subject to the Provider’s Fair Use Policy. The Provider reserves the right to charge for excessive or unreasonable usage as defined in that policy.

5. FEES AND PAYMENT

5.1 Payment Terms All Fees are quoted exclusive of VAT. Fees are payable monthly in advance via Direct Debit.

5.2 User Fluctuations The Monthly Fee is calculated based on the number of active users or devices. The Provider will review this count monthly and adjust the subsequent invoice to reflect the actual number supported.

5.3 Late Payment If the Client fails to pay any amount due by the due date, the Provider reserves the right to suspend the Services until payment is made in full.

6. CLIENT OBLIGATIONS

The Client shall:

  • (a) Provide the Provider with reasonable access to its premises and systems as required;

  • (b) Ensure all software used by the Client is legally licensed;

  • (c) Appoint a primary contact for communication with the Provider;

  • (d) Perform regular backups of data, unless the “Cloud Backup” service is explicitly included in the purchased Service Schedule.

7. LIMITATION OF LIABILITY

7.1 Indirect Loss The Provider shall not be liable for any indirect or consequential loss, including but not limited to loss of profit, loss of data, or business interruption.

7.2 Cap on Liability The Provider’s total aggregate liability arising under or in connection with this Agreement shall be limited to the total Fees paid by the Client in the 3 months preceding the claim.

7.3 No Waiver Nothing in this Agreement limits liability for death or personal injury caused by negligence or fraud.

8. DATA PROTECTION

8.1 Roles For the purposes of the Data Protection Legislation (UK GDPR), the parties agree that the Client is the Data Controller and the Provider is the Data Processor.

8.2 Processing The Provider shall process Personal Data only on the written instructions of the Client (as set out in this Agreement) and shall take appropriate technical and organisational measures to protect such data.

9. NON-SOLICITATION

The Client shall not, during this Agreement and for a period of 6 months after its termination, solicit or entice away any employee of the Provider who has been engaged in the provision of the Services.

10. GOVERNING LAW

This Agreement and any dispute or claim arising out of it shall be governed by and construed in accordance with the law of England and Wales.