The small print, laid out plainly

The General Terms govern everything Essington Information Technology Services Ltd (company 06912775) supplies. They apply to businesses, organisations and sole traders, not consumers. Where a signed statement of work or a service definition says something different, that document takes precedence.

Sets out what Business Day, Customer Data, Deliverables, Fees, Intellectual Property Rights, Pre-existing Materials and Services mean when they appear in the rest of the document.

Fees are as quoted, exclusive of VAT. A day is 7.5 working hours including travel and breaks; overtime is £100 an hour and pre-approved. Expenses are charged at cost, mileage at the HMRC rate. Invoices are payable within 30 days by BACS or bank transfer. Disputes must be raised within 10 Business Days. Late payment attracts statutory interest and may lead to suspension after five Business Days' notice.

We work with reasonable skill and care and to good industry practice. Timescales are not "of the essence" unless agreed in writing. You provide reasonable access and cooperation; delays on your side may change timescales and fees. We may use qualified subcontractors and remain responsible for them.

Managed services such as eLMS and GL Server are also subject to their service definitions. Open-source software is licensed by its authors; we configure and support it but are not its licensor. Backups are provided only as described in the relevant service definition. Penetration testing of our systems needs our prior written consent and follows the process set out here.

Our pre-existing materials stay ours. Bespoke deliverables built for you are assigned to you once paid for, with a licence to any of our pre-existing materials they contain. Third-party and open-source components keep their own licences. We indemnify you against third-party IP claims about bespoke deliverables, within the liability limits. Your data remains yours.

Follows UK GDPR and the Data Protection Act 2018. Where we process personal data for you, you are the controller and we are the processor, with the usual processor obligations: act on your instructions, keep staff bound by confidentiality, apply appropriate security, help with data-subject requests and audits, and delete or return data at the end. Sub-processors are listed on request. No transfers outside the UK without an appropriate mechanism. Personal data breaches are notified to you within 72 hours.

Both sides keep each other's confidential information confidential, sharing it only with people who need it or where the law requires. The obligation lasts three years after the engagement ends, and indefinitely for trade secrets and personal data.

Neither side limits liability for death or personal injury, fraud, or anything that cannot lawfully be excluded, and you must still pay fees due. Neither side is liable to the other for loss of profits, revenue, data (except where caused by our negligence or a data-protection breach), goodwill or indirect losses. Our total liability is capped at the fees you paid in the twelve months before the event.

We maintain professional indemnity and public liability insurance appropriate to the services, and will provide evidence of cover on reasonable request.

Both sides comply with applicable law, including the Bribery Act 2010, the Criminal Finances Act 2017 provisions on tax evasion, and the Modern Slavery Act 2015.

During an engagement and for twelve months after, you will not solicit our staff or contractors who were materially involved in the work, other than through general recruitment advertising.

We may name you as a customer and use your logo factually. Anything beyond that, such as a case study or testimonial, needs your written approval of the specific content.

Neither side is in breach for delays caused by events beyond its reasonable control, from strikes and floods to pandemics and cyber-attacks on third-party infrastructure. If such an event lasts more than sixty days, either side may end the affected engagement.

An engagement starts on the date in the statement of work or when you accept our quote. Either side can end it for convenience on 30 days' written notice, paying for work done and committed third-party costs, or immediately for unremedied material breach or insolvency. On request within 30 days of termination we make your data available for export in a common machine-readable format.

Notices must be in writing, delivered by hand, first-class or recorded post, or email to the address most recently notified, with the deemed-receipt rules set out in the clause.

Assignment needs our consent (we may assign on a sale of the business), the documents together form the entire agreement, variations must be in writing, and the usual waiver, severance, no-partnership and third-party-rights provisions apply. The terms are governed by the law of England and Wales, with its courts having exclusive jurisdiction.