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Terms and Conditions

Computing Dynamics Limited
Version 2026.01 – Effective January 2026

1. Interpretation

  • Definitions: Terms such as “Business Day”, “Contract”, “Customer”, “Supplier”, “Services”, “Equipment”, “Order”, “Service Fee”, “Subscription Fee”, “Usage Fee”, “Data Protection Laws”, “GDPR”, “DPA”, “Protected Data”, “Intellectual Property Rights”, “Minimum Cancellation Notice Period”, and other relevant terms shall have the meanings set out in these Conditions and the Managed Services Agreement.
  • Interpretation: References to persons include individuals, companies, and other legal entities. References to statutes include amendments and re-enactments. Headings are for convenience only and do not affect interpretation.

2. Basis of Contract

  • The Order constitutes an offer by the Customer to purchase Equipment and/or Services in accordance with these Conditions and any Managed Services Agreement.
  • The Contract is formed when the Supplier issues written acceptance of the Order.
  • These Conditions apply to the Contract to the exclusion of any other terms.

3. Equipment (If Applicable)

  • Equipment supplied is described in the Order and/or Equipment Specification.
  • Title passes to the Customer upon full payment; risk passes on delivery.
  • The Supplier warrants Equipment for 12 months from delivery, subject to fair use and proper maintenance.

4. Supply of Services

  • The Supplier shall provide Services as described in the Managed Services Agreement and any applicable Specific Terms.
  • Services may include third-party applications or services, subject to third-party terms.
  • The Supplier will use reasonable skill and care, maintain necessary licences and insurance, and assist with set-up and onboarding as agreed.

5. Customer Obligations

  • Provide accurate information and cooperate with the Supplier.
  • Grant access to premises, systems, and information as required for service delivery.
  • Maintain valid licences and supported systems.
  • Enable MFA for all users and comply with security recommendations.
  • Notify the Supplier of user/device changes within 24 hours.
  • Comply with all applicable laws and Supplier policies.
  • Not use the Services for unlawful purposes or infringe third-party rights.
  • Return any loaned or rented Equipment in good condition upon termination.

6. Charges and Payment

  • Fees are as set out in the Pricing Schedule (Schedule F) and are billed monthly in advance for managed services, monthly in arrears for third-party services, or as otherwise specified in the Order.
  • Payment terms are 14 days from invoice date unless otherwise agreed.
  • The Supplier may increase charges in line with vendor price increases or changes in requirements, with 30 days’ notice.
  • Late payment may result in suspension of services and interest charges at 4% above the Bank of England base rate.

7. Intellectual Property Rights

  • All Intellectual Property Rights in or arising from the Services (except Customer-provided materials) remain with the Supplier or its licensors.
  • The Customer is granted a royalty-free licence to use documents provided as part of the service order.
  • The Customer shall indemnify the Supplier against third-party IP claims arising from Customer-provided specifications or materials.

8. Data Protection

  • Both parties shall comply with Data Protection Laws (GDPR, DPA 2018).
  • The Supplier acts as Processor; the Customer as Controller.
  • The Supplier will process Protected Data only as necessary for service delivery, maintain appropriate security measures, and notify the Customer of any data breaches.
  • The Supplier will not retain Protected Data longer than necessary and will return or destroy data upon contract termination, unless required by law.

9. Confidentiality

  • Both parties shall keep confidential all information disclosed in connection with the Contract, except where disclosure is required by law or regulatory authority.
  • Confidential information must be returned or destroyed upon request, subject to legal retention requirements.

10. Limitation of Liability

  • Nothing in these Conditions limits liability for death, personal injury, fraud, or statutory rights.
  • The Supplier’s total liability is capped at 12 months of fees for general and backup liability, and £100,000 for cyber liability.
  • No liability for indirect, consequential, or customer-caused losses.

11. Contract Term and Renewal

  • The initial term of this Contract (and any Service supplied under it) shall be as specified in the Order or Service Agreement (e.g., 12 months, 36 months, or as otherwise agreed in writing).
  • Unless either party gives written notice to terminate at least 90 days before the end of the initial term, the Contract will automatically renew for successive periods of 12 months (or as otherwise specified in the Order).
  • If the Customer terminates the Contract or any Service before the end of the initial or any renewal term, the Customer shall remain liable for all fees due for the remainder of the term, including any third-party service fees, unless otherwise agreed in writing.
  • The Supplier may, at its sole discretion, allow early termination without penalty in exceptional circumstances.

12. Termination

  • The Customer may terminate the Contract or any Service with 90 days’ written notice before the end of the initial or any renewal term; no early termination fees apply unless otherwise specified in the Order or for third-party services.
  • Either party may terminate immediately for material breach or insolvency.
  • The Supplier may suspend or terminate services for non-payment or change of control.

13. Consequences of Termination

  • All outstanding invoices become immediately payable.
  • The Customer must return any unpaid-for Equipment.
  • Clauses intended to survive termination (e.g., confidentiality, liability) remain in force.

14. Force Majeure

  • Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, war, strikes, government action).

15. General

  • Assignment: Neither party may assign the Contract without written consent.
  • Notices: Must be in writing and delivered by hand, post, or email.
  • Severance: Invalid provisions are severed; remainder remains enforceable.
  • Waiver: No waiver unless in writing.
  • Entire Agreement: This Contract supersedes all prior agreements.
  • Variation: Changes must be in writing and signed by both parties.
  • Governing Law: English law applies; disputes subject to UK jurisdiction.
  • Electronic Execution: Electronic signatures are valid and binding.

16. Third-Party Rights

  • No third party has rights under this Contract.
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