TERMS AND CONDITIONS OF BUSINESS
1. THIS AGREEMENT
a) In these terms and conditions, “Weald” means Weald Computer Maintenance Limited and any associated group company supplying services. The “Customer” means the organisation placing an order. The “Products” means any goods or services supplied. The “Services” refers to consultancy, support, maintenance, cloud services and related IT services.
b) These terms together with any quotation, proposal or Order form the entire agreement between Weald and the Customer and override any Customer purchase terms unless agreed in writing by a Director of Weald.
c) No variation of this Agreement shall be valid unless agreed in writing.
d) Headings are for convenience only.
2. CANCELLATION AND TERMINATION
a) Weald may suspend services or cancel Orders where the Customer:
- fails to make payment
- breaches these terms
- becomes insolvent
- prevents delivery of services
b) If cancelled due to Customer action, the Customer shall pay costs already incurred including labour, licensing, hardware and third-party commitments.
c) Cancellation of booked professional services:
| Notice | Charge |
|---|---|
| 14 working days | No charge |
| 6-13 days | 50% |
| 1-5 days | 100% |
d) On termination all invoices become immediately payable.
e) Termination does not affect accrued rights.
3. PRICES AND CHARGES
a) Prices are valid for 7 days unless stated.
b) Prices exclude:
- VAT
- third-party licensing
- hardware
- delivery
- travel
unless stated.
c) Work is estimated based on known information. If additional work is required this will be agreed before proceeding.
d) Delays caused by Customer may result in additional charges.
e) Travel and reasonable expenses may be charged.
4. PAYMENT
a) Payment terms are 28 days unless agreed otherwise.
Late payments may result in:
- service suspension
- interest under Late Payment of Commercial Debts Act
- recovery costs
b) Accepted payment methods:
- BACS
- Direct Debit
- Cheque
c) Weald may require advance payment if credit risk changes.
d) First order terms may require staged payments.
e) Credit accounts may require references.
5. PROVISION OF SERVICES
a) Weald shall provide services with reasonable skill and care consistent with a professional IT provider.
b) Additional work outside agreed scope will be chargeable.
c) Delivery depends on Customer cooperation including:
- access to systems
- administrative access
- documentation
- staff availability
- decision making
d) Delays caused by Customer may move delivery dates.
e) Customer must provide safe working conditions.
f) Weald is not responsible for delays caused by third parties.
6. CUSTOMER RESPONSIBILITIES
The Customer remains responsible for:
- maintaining software licensing
- verifying backups unless managed backup is contracted
- cyber security decisions where advice is declined
- replacing unsupported systems
- maintaining internet connectivity
Weald provides cyber security services based on industry best practice to reduce risk. The Customer acknowledges that no IT environment can be made completely secure and Weald cannot guarantee prevention of cyber incidents, attacks or breaches. Weald shall not be liable for cyber incidents whether or not security recommendations have been implemented.
The Customer remains responsible for maintaining appropriate cyber insurance and business continuity arrangements.
7. THIRD PARTY SERVICES
Weald relies on third-party providers including:
- Microsoft
- telecom providers
- hosting providers
- software vendors
- cloud providers
Weald cannot guarantee uninterrupted availability of third-party services and is not liable for their failures.
8. CYBER SECURITY LIMITATION
The Customer acknowledges:
No IT system can be made completely secure.
Weald reduces risk but cannot guarantee prevention of:
- cyber attack
- ransomware
- phishing
- zero day exploits
- insider threats
Security is a shared responsibility between Customer and provider.
9. DELIVERY AND RISK (HARDWARE)
a) Delivery dates are estimates.
b) Risk transfers on delivery.
c) Damage must be reported within 48 hours.
d) Manufacturer warranties apply to hardware.
10. DATA PROTECTION
Both parties shall comply with:
UK GDPR
Data Protection Act 2018
Customer is normally Data Controller.
Weald acts as Data Processor where applicable.
Weald will:
- keep data confidential
- apply appropriate security
- notify of known breaches affecting its systems
Customer remains responsible for:
- lawful use of systems
- data classification
- retention policies
11. BACKUPS AND DATA
Unless specifically contracted:
Weald does not guarantee backup coverage of all systems.
Customers should verify critical data protection arrangements.
Where backup services are provided liability is limited to restoration efforts, not business impact.
12. LIABILITY
a) Nothing excludes liability for:
- death or injury from negligence
- fraud
b) Weald shall not be liable for:
- loss of profit
- loss of business
- loss of goodwill
- indirect losses
- cyber crime losses
- third party failures
c) Total liability of Weald shall not exceed the lower of:
- Fees paid in previous 12 months
- £100,000
d) Weald is not liable for failures caused by:
- unsupported systems
- Customer actions
- third parties
- vendor defects
13. INTELLECTUAL PROPERTY
All intellectual property remains with Weald or licensors.
Software is licensed not sold.
Customer must maintain valid licensing.
14. CONFIDENTIALITY
Both parties shall keep confidential information secure.
Obligations continue for 3 years after termination.
15. INSURANCE
Weald maintains:
- Professional Indemnity Insurance
- Public Liability Insurance
Evidence available on request.
16. FORCE MAJEURE
Weald is not liable for failure caused by events outside reasonable control including:
- major outages
- supplier failure
- cyber incidents
- natural events
- labour disruption
17. SUBCONTRACTORS
Weald may use subcontractors and specialist partners.
Weald remains responsible for their work.
18. GENERAL
a) Invalid clauses do not affect remaining terms.
b) Weald may offset debts.
c) Customer may not assign agreement.
d) English law applies.
19. DOMAIN AND HOSTING SERVICES
Domain registration services are provided subject to Nominet terms:
https://www.nominet.uk/go/terms
Key terms:
- Domains billed annually
- Renewal invoiced prior to expiry
- Transfer available when paid
- Hosting billed monthly
Third party registrar pricing may vary.