Terms and Conditions

Effective Date: 5 September 2026 · Contracting Entity: Davies IT Consulting

Overview

These Terms and Conditions (“Terms”) govern the provision of IT consultancy, network infrastructure, system implementation and technical support services by Davies IT Consulting (“we”, “us”, “our”) to any client who engages us (“you”, “your”, “the Client”).

By engaging our services, accepting a quote or proposal, signing a Statement of Work, or continuing to receive our ongoing support services, you agree to be bound by these Terms. These Terms, together with any applicable Statement of Work or service plan, form the entire agreement between us in respect of the services described in them.

These Terms are governed by the law of England and Wales, as set out in full in Clause 10 below. We may update these Terms from time to time; the version in force at the date an engagement begins will apply to that engagement unless we agree otherwise in writing.

2. Engagement & Scope of Services

We provide IT consultancy, network infrastructure design, system implementation and migration, and ad-hoc or ongoing technical support services (the “Services”). The specific scope, deliverables, timelines and fees for each engagement will be set out in a Statement of Work (“SOW”), service estimate, or ongoing support agreement agreed between us and you in writing, including by email.

  • Where there is any conflict between these Terms and a SOW, the SOW takes precedence in respect of the matters it specifically addresses.
  • We reserve the right to subcontract elements of the Services to suitably qualified third parties, while remaining responsible for their performance.
  • Any estimate or quote we provide is valid for 30 days from the date of issue unless stated otherwise, and is based on the information available to us at that time.
  • Additional work outside the agreed scope of a SOW will be treated as a change request and quoted separately before it is carried out.

3. Client Responsibilities

To enable us to perform the Services, you agree to:

  • provide us with timely and reasonable physical and/or remote access to the premises, systems, networks and environments necessary to carry out the work;
  • provide accurate, current credentials, licences and environment information required for the engagement;
  • maintain your own independent, verified backups of all data, systems and configurations prior to any technical intervention, migration, update or change requested or carried out by us — we accept no liability for data loss resulting from your failure to maintain adequate backups;
  • review and respond to deliverables, quotes, change requests and sign-off requests within a reasonable time, so as not to delay the engagement; and
  • ensure that any third-party licences, warranties or support agreements relevant to the engagement remain valid and in place throughout its duration.

Where a delay in meeting these responsibilities affects our ability to deliver the Services on schedule, we will not be liable for that delay, and reserve the right to adjust timelines or fees accordingly.

4. Fees, Billing & Payment

Ongoing support services are billed at a fixed monthly or per-user fee as set out in the applicable support plan; ad-hoc project and consultancy work is billed either at our published hourly rate or as a fixed fee for agreed deliverables, as set out in the relevant quote or SOW.

  • We invoice monthly in arrears for ongoing support, and on completion of agreed milestones (or on completion, for smaller projects) for project work.
  • Unless otherwise agreed in writing, all invoices are payable within 30 days of the invoice date, in line with standard UK commercial payment practice.
  • If payment is not received by the due date, we reserve the right to charge statutory interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, together with any applicable fixed compensation charge under that Act, without prejudice to any other right or remedy available to us.
  • All fees quoted are exclusive of VAT, which will be added at the applicable rate where chargeable.

5. Warranties & Disclaimers

We warrant that the Services will be performed with reasonable care and skill, in a professional manner consistent with good industry practice. Except as expressly stated in these Terms or in an applicable SOW, all other warranties, conditions and representations, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.

In particular, we do not warrant or guarantee:

  • the performance, availability, security or fitness for purpose of any third-party software, hardware, cloud service or vendor product that we recommend, install, configure or support on your behalf, where the defect or failure arises from that third party’s own product, service, acts or omissions;
  • that any system, network or service we design, implement or support will operate on an uninterrupted or fault-free basis, or that we can guarantee zero downtime; or
  • that any recommendation we make will prevent all possible security incidents, data loss or system failure, given the evolving nature of cyber threats.

6. Limitation of Liability

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited under the law of England and Wales.

Subject to the above, our total aggregate liability to you arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by you to us under the applicable agreement or SOW in the 12 months preceding the event giving rise to the claim.

We shall not be liable, in any circumstances, for any indirect or consequential loss, or for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, or loss or corruption of data, even if such loss was foreseeable or we had been advised of the possibility of it.

7. Intellectual Property Rights

All pre-existing tools, software, proprietary automation scripts, templates, methodologies, know-how and materials developed, owned or licensed by us prior to, or independently of, an engagement (“Background IP”) remain our exclusive property at all times.

Where we develop bespoke deliverables specifically for you as part of an engagement (“Deliverables”), we grant you a non-exclusive, perpetual, royalty-free licence to use those Deliverables for your own internal business purposes, save that any Background IP incorporated into a Deliverable remains subject to this clause and is licensed, not assigned, to you.

We retain the right to reuse our general methodologies, techniques and know-how (excluding your confidential information) in engagements with other clients.

8. Confidentiality

Each party agrees to keep confidential all information disclosed by the other party in connection with an engagement that is marked as confidential or would reasonably be considered confidential, including network configurations, system architecture, credentials, passwords, business systems, financial information and trade secrets (“Confidential Information”).

Each party agrees to use the other’s Confidential Information solely for the purpose of performing or receiving the Services, and not to disclose it to any third party except to employees, contractors or advisers who need to know it for that purpose and who are bound by equivalent confidentiality obligations.

This clause does not apply to information that is or becomes publicly available other than through breach of this clause, was already lawfully known to the receiving party, or is required to be disclosed by law or a regulatory authority. These confidentiality obligations survive termination of any engagement.

9. Suspension & Termination

We may suspend the provision of Services immediately, without liability, if any invoice remains unpaid more than 14 days after its due date, until payment is received in full.

  • Either party may terminate an engagement or these Terms by giving no less than 30 days’ written notice to the other party, save that ongoing support agreements may specify a different notice period in the applicable service plan.
  • Either party may terminate an engagement immediately by written notice if the other party commits a material breach of these Terms that is not remedied within 14 days of being notified in writing of the breach.
  • Either party may terminate an engagement immediately by written notice if the other party becomes insolvent, enters administration, liquidation or receivership, or is unable to pay its debts as they fall due.

On termination, you shall pay all fees due for Services performed up to the effective date of termination, and each party shall return or destroy the other’s Confidential Information on request.

10. Governing Law

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, formation or interpretation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

If you have any questions about these Terms, please contact us at info@daviesitconsulting.co.uk.

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