NetGeniusIT Terms and Conditions of Service
Effective date: 10 August 2026
These Terms and Conditions of Service (Terms) apply to services supplied by Steven Marshall, sole proprietor trading as NetGeniusIT (NetGeniusIT, we, us or our), business contact address Uffculme, Devon EX15 3BS. Commercial and billing contact: accounts@netgeniusit.co.uk. Existing-customer support contact: support@netgeniusit.co.uk.
1. Who these Terms apply to
These Terms apply to each customer who asks us to quote, accepts a quotation or Service Order, instructs us to begin work, buys goods or services from us, or uses a customer portal or managed service. A customer may be a business or, where applicable, a consumer. Mandatory consumer rights are not reduced by these Terms.
2. Contract documents and priority
The contract consists of any signed variation, the accepted quotation or Service Order, any Statement of Work, the applicable service, support, security, data-processing or payment schedules, and these Terms. They are read together. If documents conflict, they take priority in that order unless a later signed document expressly says otherwise.
3. Definitions
Authorised Contact means a person the customer has authorised to order work, approve charges, provide access or make operational decisions. Services means the work, managed service, support, project, licence, equipment or other item described in the applicable contract document. Third-Party Service means software, cloud, connectivity, telecoms, payment, hardware, hosting or another product supplied or controlled by someone other than NetGeniusIT.
4. How a contract is formed
A quotation is an invitation to order unless it expressly says it is an offer. A contract starts when we accept the order, confirm acceptance in writing, or begin authorised work. Electronic acceptance, portal acceptance and an email from an Authorised Contact may form part of the contract.
We may refuse or pause an instruction that is unclear, outside scope, apparently unauthorised, unsafe or unlawful until it is resolved.
5. Quotations, assumptions and validity
A quotation is based on the information available when it is prepared and is valid for the period shown on it. Unless expressly included, a quotation does not include unexpected remedial work, third-party price changes, specialist access equipment, abnormal travel, data recovery, licences or replacement hardware. We will explain a material change and obtain approval before chargeable out-of-scope work, except within an agreed emergency authority.
6. Service scope and standard
We will provide the Services described in the agreed documents with reasonable care and skill. Deliverables, exclusions, dependencies, assumptions, service levels and acceptance criteria are those stated in the relevant quotation, Service Order, Statement of Work or schedule. Dates are estimates unless expressly identified as fixed.
7. Customer responsibilities
The customer must provide timely decisions, accurate information, suitable contacts, safe access to premises and systems, lawful licences and permissions, and any reasonable cooperation needed to provide the Services. The customer must tell us promptly about material changes, suspected compromise, loss, hazards, regulatory requirements or dependencies that may affect the work.
The customer remains responsible for business decisions, reviewing recommendations and deliverables, and operating any systems outside the agreed managed scope. We do not provide legal, tax, accounting, insurance or regulated financial advice.
8. Authorised contacts and instructions
The customer must identify its Authorised Contacts and keep their details current. We may rely on an instruction that reasonably appears to come from an Authorised Contact until the customer tells us in writing that the authority has changed. We may ask for additional verification before a high-risk, irreversible, security-sensitive or unusually expensive action.
9. Access, credentials and remote support
The customer authorises the access reasonably needed to provide the agreed Services. Remote access will be limited to legitimate support, administration, monitoring or security purposes within scope. The customer must not send passwords, recovery codes, private keys or full payment-card details in ordinary email or support tickets. Sensitive secrets must use an approved secure exchange method.
We may remove or disable our access when the Service ends, when access is no longer needed, or where continued access would create a material security risk.
10. On-site work and safety
For on-site work, the customer must provide a safe working environment and disclose relevant hazards, access restrictions and site rules. We may stop or leave if we reasonably believe conditions are unsafe or unlawful. Reasonable wasted time or rearranged attendance caused by unavailable access may be charged only where the quotation or Service Order permits it.
11. Change control and out-of-scope work
A material change to scope, price, assumptions or timing must be agreed in writing. Rework caused by inaccurate information, unauthorised changes, unsupported equipment, a third-party failure or work outside the agreed scope may be quoted separately. Silence does not approve additional chargeable work.
12. Emergency and security action
Emergency work requires express approval or a written pre-agreed emergency authority. Within that authority, we may take proportionate action to contain active harm, isolate a compromised device, disable an affected account or preserve evidence. We will notify an Authorised Contact as soon as reasonably possible and record material action taken.
13. Support channels, hours and priorities
Normal support hours are Monday to Friday, 08:00 to 18:00 Europe/London, excluding English public holidays. Approved support channels are the customer portal and support@netgeniusit.co.uk for existing customers.
Unless a customer-specific schedule states otherwise, response targets are: critical - 1 working hour; high - 4 working hours; normal - 1 working day; low or service request - 2 working days. A response target is not a guaranteed resolution time. Priority may be adjusted after impact and urgency are assessed.
14. Managed services, minimum term and renewal
Unless the Service Order states otherwise, a managed service has an initial minimum term of 12 months, is billed monthly in advance, and continues monthly after the minimum term until either party gives 30 days' written notice. A third-party commitment may have a different minimum term where clearly identified before order.
15. Projects and acceptance
Project milestones, dependencies and acceptance criteria are stated in the Statement of Work. The customer must review a submitted deliverable promptly and identify any material failure against agreed criteria. Use of a deliverable in live operation may count as acceptance where reasonable, but does not remove remedies for a latent defect or mandatory consumer rights.
16. Charges, expenses and taxes
Prices are in pounds sterling and the amounts shown in the agreed document are payable. Remote support, on-site work, project work, travel, expenses, equipment, licences and third-party charges are billed only as agreed. We will not publish or apply a new material charge without agreement or a valid renewal notice.
17. Invoicing and payment
Managed services are invoiced monthly in advance unless agreed otherwise. Invoices are due within 7 calendar days. The payment method shown on the invoice or agreed mandate should be used. A customer disputing part of an invoice must explain the dispute promptly and pay the undisputed part on time.
18. Direct Debit and bank transfer
Where Direct Debit is offered, collection requires a valid mandate and advance notice stating the amount and date. No mandate authorises charges outside the contract. The customer may cancel a mandate through its bank, but remains responsible for valid unpaid invoices. Direct Debit collections are protected by the applicable Direct Debit Guarantee. Raw bank details must not be placed in support tickets or ordinary portal messages.
19. Late payment and suspension
For a qualifying business debt, we may claim statutory interest and fixed recovery compensation where legally available. We will normally send reminders and attempt reasonable contact first. Business late-payment remedies do not apply to a consumer debt unless lawfully and fairly agreed.
We may suspend a non-critical Service only where an undisputed amount remains unpaid, reasonable written notice has been given, and suspension is proportionate. We will not knowingly suspend a dependency in a way that creates a material safety or security risk. Suspension does not cancel accrued charges.
20. Third-party services and licences
Third-Party Services are also subject to their provider's terms, availability, licensing, security and support arrangements. We will identify material dependencies where reasonably practicable. We are not responsible for a third party's independent act, outage, withdrawal, price change or security incident, but we remain responsible for the management or escalation work expressly included in our scope.
The customer must not use unlicensed software or ask us to bypass licensing, access or security controls.
21. Hardware, delivery, title and risk
Hardware specifications and warranties are those agreed and, where applicable, provided by the manufacturer. For business customers, risk normally passes on delivery and title passes after full payment. Consumer delivery, title, quality and remedy rights apply as required by law. Returned goods require prior agreement except where a statutory right applies.
22. Backups, restoration and data loss
The customer is responsible for suitable backups unless a managed backup service is expressly included. A backup service covers only the systems, data, retention and testing stated in the agreed schedule. Monitoring a backup job is not a guarantee that every file is recoverable. Restoration may depend on source-system condition, encryption keys, retention, connectivity and third-party availability.
The customer should not assume a complete or tested backup exists unless this is expressly within scope and confirmed.
23. Security responsibilities
Security is shared. We will use reasonable technical and organisational measures appropriate to the agreed Services and risk. The customer must follow reasonable security instructions, protect accounts and devices, use multi-factor authentication where available, maintain lawful and supported systems, and notify us promptly of suspected compromise. No service can guarantee that every attack, outage or loss will be prevented.
24. Security incidents and evidence
We may preserve relevant logs, tickets, system information and communications for incident handling, legal compliance and defence of claims. Incident assistance outside the managed scope may be chargeable with approval. The customer must not alter or destroy relevant evidence after becoming aware of a material incident.
25. Confidentiality
Each party will protect the other's confidential information, use it only for the contract and disclose it only to people who need it and are subject to suitable duties. This does not apply to information lawfully public, already known without restriction, independently developed or lawfully received from another source. A legally required disclosure may be made, with prior notice where legally permitted.
26. Data protection
Each party must comply with applicable data protection law. For account, billing, relationship, fraud-prevention and legal-compliance purposes, NetGeniusIT generally acts as an independent controller as described in the Privacy Notice. Where we process personal data only on the customer's documented instructions, the Data Processing Schedule applies and forms part of the contract.
The customer warrants that it has authority and a lawful basis for personal data it asks us to process and has provided any required privacy information.
27. Subcontractors and sub-processors
We may use appropriately qualified subcontractors and remain responsible for the Services to the extent required by law and contract. Where a supplier processes personal data on our behalf, we will use appropriate contractual and security controls. Material sub-processor arrangements are addressed in the applicable Data Processing Schedule.
28. Ownership and intellectual property
Each party retains intellectual property it owned before the contract. The customer grants us a limited right to use its material only as needed to provide the Services. After full payment, the customer may use bespoke deliverables created specifically for it for the agreed purpose. We retain reusable methods, scripts, tools, templates, know-how and pre-existing components. Third-party and open-source components remain subject to their own licences.
29. Acceptable use
The customer must not use the Services for unlawful access, malware, fraud, harassment, spam, intellectual-property infringement, deliberate disruption or activity likely to harm systems or others. We may pause affected work where we reasonably believe use is unlawful, unsafe or materially outside the agreed purpose, and will explain the reason where lawful to do so.
30. Maintenance and service interruption
Planned or emergency maintenance may require temporary interruption. Where reasonably possible we will give advance notice and minimise impact. Support targets do not apply to agreed exclusions, customer-caused delay, an unapproved change, force majeure or a Third-Party Service outside our control.
31. Events outside reasonable control
Neither party is liable for delay caused by an event outside reasonable control if it explains the material impact and takes reasonable mitigation steps. Payment remains due for Services already supplied. If the affected Service is materially prevented for 30 days, either party may end that affected Service on written notice without charge for the unperformed part, subject to unavoidable third-party commitments already approved.
32. Consumer cancellation and early-start requests
Where a consumer contract is made at a distance or away from our business premises and a statutory cancellation period applies, we will provide the required cancellation information. If the consumer expressly asks us to start during that period, the consumer may have to pay a proportionate amount for Services supplied before cancellation. The right may be lost for a service fully performed after the consumer's express request and acknowledgement where the law permits. Bespoke or unsealed goods and urgent repair visits may have different statutory rules.
33. Ending or suspending Services
Either party may terminate as allowed by the agreed documents. A party may terminate for material breach that is not remedied within 14 days after written notice, immediately for an irremediable material breach, insolvency, unlawful use or an immediate material security risk.
Termination does not remove accrued rights, valid payment obligations, confidentiality, data-protection duties or provisions intended to continue.
34. Exit assistance and data return
At the end of a Service, we will provide reasonable exit assistance at agreed rates, return customer-controlled credentials and agreed data, and remove our access when safe. The customer must arrange replacement services and request exports before the agreed exit date. We may retain records where required by law, for legitimate business records or to establish, exercise or defend legal claims.
35. Warranties and exclusions
We warrant reasonable care and skill. Unless expressly agreed, we do not warrant uninterrupted operation, compatibility with every third-party change, prevention of every security incident, or recovery of data for which no managed backup service was purchased. Nothing in these Terms excludes a warranty or remedy that cannot lawfully be excluded.
36. Liability
Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title obligations, or any other liability that cannot lawfully be limited.
For a business customer, neither party is liable for indirect or consequential loss, or loss of profit, revenue, anticipated savings, goodwill or business opportunity, except where an exclusion is not legally effective. Subject to the non-excludable liabilities above, our aggregate liability arising from a Service in a contract year is limited to the greater of GBP 5,000 and 100% of charges paid or payable for that Service in the preceding 12 months. Each party must take reasonable steps to reduce avoidable loss.
For a consumer, liability is not restricted below the level permitted by law. We are responsible for foreseeable loss caused by our breach but not business loss suffered by a consumer acting outside business purposes.
37. Complaints and disputes
Send complaints to accounts@netgeniusit.co.uk. We will acknowledge a complaint within 2 working days and aim to provide a substantive response within 10 working days. If more time is needed, we will explain why and the next step. The parties will first try in good faith to resolve a dispute through this process before court proceedings, except where urgent relief is needed.
38. Notices
Operational notices may be sent through the portal or nominated email. Termination, material breach and legal notices must be sent to the notice contacts in the Service Order or, for NetGeniusIT, to accounts@netgeniusit.co.uk, and should include enough information to identify the contract and requested action.
39. General terms
A waiver must be explicit. If a provision is invalid or unenforceable, it will be adjusted or removed only to the minimum extent necessary and the remainder continues. Neither party may transfer the contract without consent, except that we may transfer it as part of a genuine transfer of the business with notice and no material reduction in customer protection. No third party may enforce the contract under the Contracts (Rights of Third Parties) Act 1999 unless the contract expressly says otherwise.
40. Updates to these Terms
We may update these Terms for future orders. For an existing continuing Service, a material change applies only after reasonable notice or written agreement and cannot retrospectively remove an accrued right. If the customer does not accept a notified renewal change, it may end the affected continuing Service in accordance with the notice given and any mandatory rights.
41. English law and jurisdiction
English law governs the contract. The courts of England and Wales have jurisdiction, subject to any mandatory consumer right to bring a claim elsewhere.
42. Customer-specific documents
These Terms are intended to state the operational and commercial framework used by NetGeniusIT. Customer-specific scope, pricing, service levels, data-processing details and payment authority must still be recorded in the applicable quotation, Service Order or schedule. Nothing in these Terms removes rights or remedies that cannot lawfully be excluded.