Terms of Business

These terms apply to all services provided by RMGB Group Limited, trading as Initiate IT (company number 14330082), of Strawberry Fields Digital Hub, Euxton Lane, Chorley, PR7 1PS ("we", "us", "our"), to the business named in the proposal ("you", "your").

The agreement between us is made up of the signed proposal and these terms. If the two conflict, the proposal takes priority.

These terms apply to business customers only. By signing a proposal, you confirm you are acting in the course of a business.

These terms apply to all work we carry out for you, whether under a signed proposal or requested ad-hoc by email, phone or through the client portal.

You accept these terms by signing a proposal, by accepting them in the client portal, or by instructing us to carry out work after they have been made available to you.

The person accepting these terms on your behalf confirms they are authorised to do so.

We will provide the services described in your proposal. Anything not listed in the proposal is outside the agreement and will be quoted separately.

A device is covered only once our monitoring agent is installed on it and is reporting to our systems. The agent is available to download from your client portal.

You are responsible for installing the agent on each device you want covered, including new devices, and for telling us when a device is retired, replaced or removed.

We are not responsible for monitoring, patching or supporting any device that does not have a working agent installed, or for any issue arising on such a device.

You agree to:

• give us the access, administrator credentials and information we reasonably need to provide the services
• make sure all software on covered devices is properly licensed
• keep adequate backups of your data, unless a backup service is included in your proposal
• respond to our reasonable requests and follow our reasonable instructions, including any about security
• tell us promptly about any fault, security incident or change that may affect the services

Where you do not meet these responsibilities, we are not liable for any resulting delay or failure, and extra work caused as a result may be charged at our standard rates.

If you decline a recommendation we make, such as enabling multi-factor authentication or putting backups in place, we are not liable for any loss that following the recommendation would have prevented.

If you or a third party change your systems without our involvement, we are not responsible for the result, and any work needed to put things right is chargeable at our standard rates.

Monthly fees are invoiced in advance on the 1st of each month. Where services start part-way through a month, the first invoice is calculated pro-rata.

Invoices are payable within 14 days of the invoice date. All prices exclude VAT, which is charged at the applicable rate.

Work outside the agreement, including site visits and additional support time, is charged at the rates in your proposal or as otherwise quoted.

If an invoice is not paid on time, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

If any invoice is more than 14 days overdue, we may pause the services until all overdue amounts are paid. Fees continue to be due during any such pause.

We may change our fees by giving you at least 30 days' written notice.

Work for clients without a signed monthly agreement, and work outside a monthly agreement, is ad-hoc support.

Ad-hoc support is charged at our published ad-hoc rate, with a minimum charge of one hour per request and 30-minute increments after that.

Ad-hoc support is invoiced monthly in arrears, payable within 14 days of the invoice date.

Ad-hoc support is scheduled as our availability allows. The response targets in any proposal do not apply to it.

We record time in good faith in the client portal, in the increments set out in your proposal or, where none are stated, in 15-minute increments. The portal shows the time recorded against each request and your billing.

Any estimate we give of time or cost is an estimate, not a fixed quote, unless we agree a fixed price in writing.

Time records in the portal are accepted as accurate unless you query them in writing within 14 days of the related invoice.

You can view your time and costs in the portal at any time and are responsible for monitoring them. You may ask us to apply a monthly spending limit or ask us to stop work on any request, and we will follow that instruction once received.

Included support time covers support work only. It cannot be used towards project work or anything outside the plan, which is quoted separately. We decide whether a request is support or project work, and we will tell you before starting if it falls outside the plan.

Support is provided Monday to Friday, 09:00 to 17:00, excluding UK bank holidays, unless your proposal says otherwise.

Response times in your proposal are targets, not guarantees. Missing a target is not a breach of this agreement.

Initiate IT is a sole-practitioner service. During annual leave or other absence, response targets are suspended and urgent issues are handled on a best-efforts basis. We will tell you about significant planned absences in advance.

Where we supply software licences, hardware, connectivity or telephony from third parties, the supplier's own terms, including any minimum term or cancellation charges, apply to you as well as these terms.

Hardware and other goods we supply remain our property until paid for in full.

Third-party products and services are covered by their supplier's warranty, not by us. We will help with warranty claims at our standard rates.

Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot legally be limited or excluded.

We are not liable for any:

• loss of profit, revenue, business, contracts, goodwill or anticipated savings
• indirect or consequential loss
• loss or corruption of data, except that where caused by our negligence we will use reasonable efforts to restore it from your most recent available backup
• failure, outage or defect in third-party hardware, software or services, including Microsoft 365, internet connectivity and telephony providers
• cyber attack, malware or unauthorised access

Our total liability arising under or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees you have paid us in the 12 months before the event giving rise to the claim.

You must notify us of any claim in writing within 6 months of becoming aware of it.

Where we process personal data on your behalf, you are the controller and we are the processor under UK data protection law. We will:

• process personal data only on your documented instructions and only to provide the services
• make sure anyone processing it is bound by confidentiality
• take appropriate technical and organisational measures to keep it secure
• tell you without undue delay after becoming aware of a personal data breach affecting your data
• where the law requires it, assist you with data subject requests, charged at our standard rates
• delete or return your personal data at the end of the agreement, unless the law requires us to keep it

You authorise us to use the third-party tools needed to deliver the services, such as remote monitoring and management software, as sub-processors. We will make sure they are bound by equivalent data protection obligations.

Each party will keep the other's confidential information confidential and use it only for the purposes of this agreement. This does not apply to information that is public or that the law requires to be disclosed.

The agreement starts on the date the proposal is signed, or any later start date it states, and continues month to month.

Either party may end the agreement by giving 30 days' written notice.

Either party may end the agreement immediately by written notice if the other commits a material breach and fails to fix it within 14 days of being asked, or becomes insolvent. We may also end it immediately if any invoice is more than 30 days overdue.

On termination, we will provide all documentation, credentials and access information within 14 days. Any further transition work is charged at our standard rates. Fees for services already provided remain payable.

When the agreement ends, we may remove our monitoring agent and tools from your devices remotely. Any device we cannot reach remotely, you must remove them from yourself.

We may update these terms from time to time. We will notify you of changes, including through the client portal, where we may ask you to accept the new version. Changes apply to existing agreements 30 days after we notify you, whether or not they have been accepted in the portal. The current version is always published at initiateit.co.uk/terms.

Neither party is liable for delay or failure caused by events beyond its reasonable control.

This agreement is the entire agreement between us about its subject matter. Any variation must be agreed in writing, and email is sufficient.

Neither party may transfer this agreement without the other's written consent, which will not be unreasonably withheld.

This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Formal notices under this agreement, including notice to terminate, must be sent by email. Notices to us go to hello@initiateit.co.uk. Notices to you go to the main contact named in your proposal or client portal account.