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CYBERAX IT SOLUTIONS

Master Terms & Conditions for the Provision of IT Services (UK)

These Master Terms and Conditions (“Agreement”) govern the relationship between Cyberax IT Solutions (“Cyberax”, “we”, “us”, or “our”) and the client (“Customer”, “you”, or “your”) as detailed in any associated Statement of Work, quotation, or service agreement. Cyberax is a specialist provider of Managed IT Support, Cyber Security, Cloud Solutions, and Strategic Consulting under the leadership of Dave Gearing (IT Consultant).

Table of Contents

1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply:

  • “Agreement” means these Master Terms and Conditions and any associated Statement of Work (SOW) or Service Level Agreement (SLA).
  • “Charges” means the fees payable by the Customer to Cyberax for the Services, as set out in the relevant SOW or quotation.
  • “Client Materials” means any data, documents, hardware, software, logins, or other materials provided by the Customer to Cyberax.
  • “Customer Support Desk” means the Cyberax helpdesk ticketing system, represented and supported under the mascot and theme of Gizmo (Our Chief Morale Officer and Your Digital Guard Dog).
  • “Effective Date” means the date specified on the SOW or the date upon which Services commence, whichever is earlier.
  • “Services” means the IT services provided by Cyberax to the Customer, which may include Managed IT Support, Cyber Security, Cloud Solutions, and Strategic Consulting.
  • “UK GDPR” has the meaning given to it in section 3(10) of the Data Protection Act 2018.

2. Provision of Services

Cyberax shall provide the Services to the Customer in accordance with the relevant Statement of Work (SOW) in all material respects. We will perform our obligations using reasonable care, skill, and diligence, in accordance with best industry practices and standards in the United Kingdom. Any milestones or target dates specified in the SOW are estimates only, and time shall not be of the essence for the performance of the Services.

2.1 Service Pillars and Scope

Our service offerings are strictly categorized under the following four pillars. The specific services provided to you will be outlined in your SOW:

  • Managed IT Support: Unlimited remote and onsite support to keep your systems stable and running smoothly.
  • Cyber Security: Modern digital threat protection, including proactive monitoring, firewalls, threat hunting, and staff security training.
  • Cloud Solutions: Migration, setup, and continuous management of Microsoft 365 and related cloud infrastructure.
  • Strategic Consulting: Enterprise-grade technology advice, infrastructure roadmaps, and CIO-level guidance for scalable business growth.

2.2 Support Desk and Service Hours

All support requests must be submitted through our official support channel (info/tickets) or by calling our active support line at 01665 478069. Standard support hours are 09:00 to 17:30 GMT/BST on working business days (excluding UK bank holidays). Managed IT Support includes both remote and onsite troubleshooting, at the sole discretion of Cyberax based on the severity of the issue.

3. Customer Obligations & Cooperation

The Customer acknowledges that Cyberax’s ability to deliver the Services depends on active cooperation, timely decisions, and access to systems. The Customer shall:

  • Provide prompt and unrestricted access to all premises, hardware, software, network infrastructure, and administrative credentials required by Cyberax.
  • Ensure all software licenses (including but not limited to Microsoft 365, operating systems, and line-of-business applications) are fully active, legitimate, and paid for directly by the Customer.
  • Designate a primary internal point of contact authorized to make binding technical and financial decisions regarding the Services.
  • Maintain a secure physical environment for any on-premise IT equipment, and comply with all physical security recommendations provided by Cyberax.
  • Ensure that all customer-provided hardware meets the minimum system requirements specified by Cyberax prior to installation or onboarding.

4. Fees, Invoicing, and Payment

4.1 Charges and Expenses

The Charges for the Services are specified in the SOW. Recurring monthly support fees (Managed IT Support, Continuous Cyber Security) are billed monthly in advance. One-off projects (Cloud migrations, strategic audits) are billed in installments as specified in the SOW (typically 50% upfront deposit and 50% upon completion). All fees are subject to Value Added Tax (VAT) at the prevailing UK rate where applicable.

4.2 Payment Terms and Late Payments

Invoices are payable within 7 days of the date of invoice, unless agreed otherwise in writing. If any payment is overdue, Cyberax reserves the right to charge interest under the UK Late Payment of Commercial Debts (Interest) Act 1998, calculated daily from the due date until payment is received at a rate of 8% above the Bank of England base rate, plus statutory debt recovery compensation. We also reserve the right to suspend all Services (including support ticketing, systems monitoring, and security protection) upon 7 days’ written notice for non-payment.

5. Warranties, Liability, and Disclaimer

5.1 Mutual Warranties

Each party warrants to the other that it has the full legal power and authority to enter into and perform this Agreement.

5.2 Essential IT Disclaimer & Exclusions

While Cyberax is committed to maintaining optimal system health and implementing robust digital defenses, the Customer explicitly acknowledges and accepts that:

  • IT systems and software are inherently complex and prone to occasional failures, software bugs, or downtime. Cyberax does not warrant that the Services or software will run uninterrupted or entirely error-free.
  • No cyber security solution is 100% secure. Cyberax implements modern digital threat protection (firewalls, patching, active monitoring), but cannot guarantee protection against zero-day exploits, sophisticated advanced persistent threats (APTs), social engineering/phishing of Customer staff, or internal sabotage.
  • Cyberax shall not be liable for any data breach, ransomware encryption, or financial loss resulting from a cyber incident unless it is directly caused by our sole, proven gross negligence.
  • The Customer remains solely responsible for maintaining robust physical security, enforcing company-wide password hygiene, and verifying any bank transfer/payment requests (preventing Business Email Compromise).

5.3 Limitation of Liability

Subject to Section 5.4, the total aggregate liability of Cyberax to the Customer in respect of all claims arising out of or in connection with this Agreement (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall be strictly capped at the total amount of Charges actually paid by the Customer to Cyberax under this Agreement in the twelve (12) months preceding the date on which the claim arose.

In no event shall Cyberax be liable to the Customer for any:

  • Loss of profits, revenue, contracts, sales, commercial opportunities, or anticipated savings;
  • Loss, corruption, or degradation of any data, databases, or software systems (except where standard backups are contractually managed by us and failed due to our negligence);
  • Indirect, special, incidental, or consequential loss or damage of any kind whatsoever.

5.4 Statutory Liability

Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be limited or excluded under English law.

6. Intellectual Property Rights (IPR)

Nothing in this Agreement transfers ownership of any pre-existing Intellectual Property Rights of either party. All pre-existing IPR in materials, scripts, tools, and configurations used or developed by Cyberax in the performance of the Services remains the exclusive property of Cyberax. Upon full payment of all invoice fees, Cyberax grants the Customer a non-exclusive, non-transferable, royalty-free license to use any specific deliverables, configuration documentation, or strategic roadmaps created for the Customer solely for its internal business operations.

7. Confidentiality and Data Protection

7.1 Confidentiality

Each party agrees to maintain strict confidentiality regarding all technical, financial, and business information disclosed by the other party that is marked as confidential or should reasonably be understood to be confidential. Confidential information shall not be shared with any third party without prior written consent, except to employees, contractors, or professional advisors who are bound by matching confidentiality obligations.

7.2 Data Protection & Compliance

Both parties agree to comply with their respective obligations under the UK GDPR and the UK Data Protection Act 2018. Where Cyberax processes personal data on behalf of the Customer in the course of providing Services (such as administering email accounts, active directory, or backup servers), Cyberax shall act as a Data Processor, and the Customer shall act as the Data Controller.

Cyberax shall only process personal data on the documented written instructions of the Customer, and shall implement appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss, destruction, or damage.

8. Term and Termination

8.1 Term

This Agreement shall commence on the Effective Date and shall continue in force for the period specified in the SOW, or until terminated in accordance with this Section 8.

8.2 Termination for Convenience

For recurring Managed IT Support contracts, either party may terminate this Agreement by giving not less than thirty (30) days’ written notice to the other party, to expire no earlier than the end of the initial term specified in the SOW.

8.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice to the other party if:

  • The other party commits a material breach of this Agreement which is irremediable, or (if remediable) fails to remedy that breach within thirty (30) days of receiving written notice to do so;
  • The other party goes into liquidation, administration, receivership, enters into a voluntary arrangement with its creditors, or is unable to pay its debts under Section 123 of the UK Insolvency Act 1986.

8.4 Consequences of Termination

Upon termination of this Agreement for any reason, the Customer shall immediately pay all outstanding unpaid invoices and interest. Cyberax shall provide reasonable, paid cooperation to assist with the orderly transition of Services to a new provider, subject to the Customer paying all transition fees in advance.

9. Force Majeure

Neither party shall be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement (except payment obligations) if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, war, cyber attacks, civil unrest, pandemics, national strikes, telecom grid failures, or changes in UK legal regulations.

10. General and Governing Law

10.1 Entire Agreement & Severability

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, and representations. If any provision of this Agreement is found to be invalid or unenforceable by a court, the remaining provisions shall remain in full force and effect.

10.2 Governing Law & Jurisdiction

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.