Terms and Conditions

Website terms of use

These website terms apply to anyone who uses cyberbits.co.uk. They are separate from the Service Agreement set out further down this page — the Service Agreement is the binding legal contract that applies when you engage CyberBITS Ltd to provide services to you.

Acceptable use

You may browse and use this website for any lawful purpose. You agree not to:

Use the site in any way that breaches applicable law or regulation, or that is fraudulent, deceptive or harmful;
Distribute viruses, malware or any harmful code, or otherwise interfere with the site, our servers, or the security of other visitors;
Attempt unauthorised access to any part of the site, our servers, or any account or system connected to it;
Scrape, harvest, reverse-engineer or systematically copy content from this site beyond what is necessary for normal browsing, or reproduce material from the site without our prior written permission (other than for personal, non-commercial reference);
Use automated tools — bots, crawlers other than legitimate search-engine crawlers, AI agents and similar — in a way that places an undue load on our servers or extracts content at scale.

Intellectual property

All content on this site — text, graphics, logos, photography, code, structure and design — is owned by CyberBITS Ltd or its licensors and protected by intellectual-property laws. The "CyberBITS" name and logo are trade marks of CyberBITS Ltd. You may not reproduce, redistribute or create derivative works from any of this content without our prior written permission.

Information on this website

We work to keep the information on this website accurate and up to date, but make no representations or warranties — express or implied — about its completeness, accuracy or reliability. Articles, blog posts, case studies and other guidance published here are general in nature and do not constitute professional advice for your specific situation. Advice and obligations specific to your business arise only once you engage CyberBITS under a service agreement.

Third-party links

This site may contain links to third-party websites or services. We provide them for convenience and information only — we do not endorse them, do not control their content, and accept no responsibility for their privacy practices or the consequences of your use of them.

Privacy and cookies

How we handle personal data, and how cookies and similar technologies are used on this site, is set out in our privacy policy.

Liability for use of this website

To the fullest extent permitted by law, CyberBITS Ltd excludes all liability for any loss or damage arising from your use of this website, the unavailability of any part of it, or any reliance you place on the content on it. Nothing in these website terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be lawfully excluded.

Changes

We may update this website, including these website terms, at any time without notice. The "last updated" date at the top of this page reflects the current version.

Governing law and jurisdiction (website terms)

These website terms, and any dispute or claim arising out of or in connection with them, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Service Agreement

The terms below are the standard CyberBITS service agreement. They apply when you engage CyberBITS Ltd to provide services to you under a Primary Terms schedule. Specific commercial details — initial term, monthly fee, scope — are set out in the Primary Terms of each individual customer agreement; the clauses below set out the rest of the contract.

1. Interpretation

The definitions and rules of interpretation in this clause and also the Primary Terms apply in this agreement.

1.1 Definitions

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 8.30am — 6pm on any Business Day.
Charges: all sums due under this Agreement payable by the Customer to the Supplier.
Confidential Information: has the meaning set out in clause 9.1.
Customer's Responsibilities: the Customer's obligations set out in clause 3.
Good Industry Practice: in relation to the performance of any of the Services, their performance to the standard of skill, care, prudence and foresight, in each case with appropriate management and control of quality, that a leading professional supplier of services similar to the Services would use in the performance of those services.
Primary Terms: the terms and provisions set out on page 1 of this Agreement.
Support Tiers: support requests raised by the Customer will be handled by three tiers of support (see below).
Third Party Agreements: an agreement entered into on behalf of the Customer, by the Supplier, with a third party for the provision of software and/or other services for the Customer's benefit.
VAT: value added tax imposed by the Value Added Tax Act 1994 chargeable in the UK.

1.2 Support Tiers

Tier one — this is where all support incidents begin. The issue is clearly recorded and the Supplier performs basic troubleshooting.
Tier two — if an issue cannot be resolved in tier one, it will be escalated to tier two. At this point, the Supplier will perform more complex support, using specialist staff where appropriate.
Tier three — issues that cannot be resolved at tier two will be escalated to tier three. At this level, support is provided by the Supplier's most-experienced staff, who can draw on a range of expertise from third parties when needed.

1.3 General rules of interpretation

Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as replaced, extended or re-enacted from time to time and includes primary and delegated legislation and any provision of EU law having direct effect or direct applicability in the UK.
A reference to writing or written excludes faxes but not email.
References to clauses are to the clauses of this agreement.

This agreement shall commence on the Commencement Date.

2. Supplier's responsibilities

The Supplier shall provide the Services and/or the Supplier may appoint a representative or third party to provide the Services, at the Supplier's sole discretion.
The Supplier shall maintain good communication with the Customer at all times, respond to support requests, and attempt to resolve issues in a timely manner.
The Services will be provided during the Business Hours. Support will be provided on a purely remote-access basis. Visits to the Customer's premises (or to other sites), if required and if these can be accommodated, may be charged separately as per the Additional Charges.

3. Customer's Responsibilities

The Customer shall:

Advise the Supplier, in a timely manner, when the Customer encounters an issue with its IT system and/or requires the Supplier to fulfil its duties. The Supplier will then investigate the problem and respond appropriately;
Advise the Supplier of any potential changes to its IT systems it considers making itself;
Raise all support issues via the Supplier's online ticketing system, by sending an email to [email protected], or using the remote-monitoring tool provided. Raising issues in this way enables the Supplier to prioritise and handle them correctly. It also ensures required information about the issue is captured efficiently;
Co-operate with the Supplier in all matters relating to the Services;
Provide such access to the Customer's premises, data, Equipment, software and Services, via remote access and/or such office accommodation and other facilities, as may reasonably be required by the Supplier and agreed by the Customer in advance;
Provide, in a timely manner, such information as the Supplier may request and ensure that all information the Customer provides is accurate in all material respects; and
Pay the Charges.

4. Customer Warranties

The Customer warrants and represents that:

It has the full capacity and authority to enter into and perform this agreement and that this agreement is executed by a duly authorised representative of the Customer;
It has the authority to grant any rights to be granted by the Customer to the Supplier under this agreement, and for the same to be used in the provision of the Services and otherwise in connection with this agreement; and
It owns or has obtained valid licences, consents, permissions and rights to use and where necessary to license to the Supplier, any materials reasonably necessary for the fulfilment of all the Customer's obligations under this agreement, including any third-party licences and consents in respect of any Customer software.

The Customer further warrants that:

It shall comply with and use the Services in accordance with the terms of this agreement and all applicable laws, and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to relevant laws;
It shall comply with all laws and regulations applicable to the Customer in performing its obligations under this agreement; and
It shall utilise the Equipment and Services provided by the Supplier in a manner which does not cause damage or harm to them and in an ethical and responsible manner.

5. Exclusions

This agreement does not cover IT systems or problems caused by the Customer using Equipment, software or services in a way that is not recommended or which the Supplier did not provide or install.
If the Customer has made unauthorised changes to the configuration or set-up of Equipment, software or services, this agreement and the Supplier's responsibilities will not apply. In such circumstances, the Supplier will have no duty to assist in resolving these problems (i) at all and/or (ii) without incurring and charging to the Customer further costs or charges outside the costs and charges contained herein.
If the Customer has prevented the Supplier from performing required maintenance and updates, there may be a delay in resolving these issues (i) in a timely manner and/or (ii) at all.

6. Change control

If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other party in writing.

If the Customer requests a change to the scope of the Services:

The Customer shall provide clear written instruction as to what changes it requires;
The Supplier will consider the proposed change and act in its sole discretion as to whether the change can be provided;
The Supplier will provide a written estimate to the Customer of:
- the likely time required to implement the change;
- any necessary variations to the Supplier's charges as a result of the change;
- the likely effect of the change to the Services;
- any other impact of the change on the terms of this agreement; and
- the further fees which the change to the Services will attract.
If the parties agree to proceed with the change, the Supplier shall do so after agreement on the necessary variations to its fees and charges, and any other relevant terms of this agreement to take account of the change;
If that change is agreed between the parties, the Supplier will provide the changes within a reasonable time (and in any event not more than 10 working days after receipt of the Customer's request); and
If the Customer or Supplier does not wish to proceed, there shall be no change to this agreement.

If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.

7. Charges and payment

The Customer will pay:

The Initial Fee as set out in the Primary Terms, within 7 days of this Agreement;
All Monthly Payments relating to this agreement via monthly direct debit in advance; and
The Additional Charges, as set out in the Primary Terms, if those further services are requested by the Customer.

Should the Customer be late in making payments, the Customer shall pay interest on any sum due under this agreement, calculated as follows:

Rate — 4% a year above the Bank of England's base rate from time to time, but at 6% a year for any period when that base rate is 0% or below 0%.
Period — from when the overdue sum became due, until it is paid.

This clause does not negate the Supplier's further right of recovery under Section 5A of the Late Payment of Commercial Debts (Interest) Act 1998 (Compensation arising out of late payment).

Other than the fees as set out within the Additional Charges:

The Supplier shall charge daily-rate fees and standard daily-fee rates are calculated on the basis of an eight-hour day worked within the Business Hours @ £650 per day;
The Supplier shall be entitled to charge on a pro-rata basis for part-days worked by the Supplier; and
The Supplier shall invoice the Customer monthly in arrears for its charges for time, expenses and materials for the month these sums fall due, and the Customer will settle these within 15 days.

The Supplier's charges exclude the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably and properly incurred by the Supplier, its team or representatives in connection with the Services, and the cost of any materials or services reasonably and properly provided by third parties required by the Supplier for the supply of the Services. Those expenses, materials and third-party services shall be invoiced by the Supplier at cost price. The Supplier shall obtain the Customer's approval before incurring any such expense, material or service exceeding £100.

All payments made by the Customer under this Agreement are exclusive of VAT. The Supplier shall provide the Customer with a valid VAT invoice.

8. Quality of Services

The Supplier, with reasonable care and skill, will perform the Services.
The provisions of this clause shall survive any performance, acceptance or payment pursuant to this agreement and shall extend to any substituted or remedial services provided by the Supplier.

9. Confidentiality

"Confidential Information" means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party and that party's representatives, whether before or after the date of this agreement in connection with the provision of the Services, including but not limited to:

The terms of this agreement or any agreement entered into in connection with this agreement;
Any information that would be regarded as confidential by a reasonable business person relating to:
- the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
- the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
Any information developed by the parties in the course of carrying out this agreement.

Each party shall keep the other party's Confidential Information secret and confidential and shall not:

Use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (the "Permitted Purpose"); or
Disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 9.

A party may disclose the other party's Confidential Information to those of its representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

It informs such representatives of the confidential nature of the Confidential Information before disclosure; and
At all times it is responsible for such representatives' compliance with the obligations set out in this clause.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.

Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this agreement.

On termination or expiry of this agreement, each party shall:

Destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; and
Erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data-storage services provided by third parties (to the extent technically and legally practicable).

This clause shall continue to apply after termination or expiry of this agreement.

10. Limitation of liability

The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:

Any breach of this agreement howsoever arising;
Any use made by the Customer of the Services; and
Any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the agreement.

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.

Nothing in this agreement excludes either party's liability:

For death or personal injury caused by that party's negligence;
For fraud or fraudulent misrepresentation;
For any other liability which cannot lawfully be excluded or limited; or
In the case of the Customer, the Customer's obligation to pay the Fees.

Except as expressly provided in this agreement:

The Customer assumes sole responsibility for results obtained from the use of the Services;
The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction; and
All warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement.

The Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), breach of this Agreement, misrepresentation (whether innocent or negligent) or otherwise for:

(i) damage to, interference with or loss of production or operational capacity;
(ii) loss of profits;
(iii) loss of business;
(iv) depletion of goodwill or similar losses;
(v) loss of anticipated savings;
(vi) loss of goods;
(vii) loss of contract;
(viii) loss of use;
(ix) loss or corruption of data or information; or
(x) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

The Supplier's total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap. In this clause:

Cap — the cap is 50 per cent (50%) of the total charges in the contract year in which the breaches occurred;
Contract year — a contract year means a 12-month period commencing with the date of this agreement or any anniversary of it; and
Total charges — the total charges means all sums paid by the Customer in the relevant contract year in respect of Services actually provided by the Supplier.

11. Term and Termination

Subject to clause 11.2, this agreement shall commence on the Commencement Date. Unless terminated earlier in accordance with this clause, this agreement shall continue in force for the Initial Term and shall automatically extend for successive 12-month periods (the "Extended Term") at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than 60 days before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the then-current Initial Term or the relevant Extended Term, as the case may be.

If either party terminates this Agreement and the Supplier has entered into a Third-Party Agreement, and that Third-Party Agreement continues after the effective date of this agreement, the Customer shall be obliged to indemnify the Supplier for all sums due under the relevant Third-Party Agreement, notwithstanding the termination provisions of this Agreement.

Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:

The other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than fourteen days after being notified in writing to make such payment;
Subject to the Dispute Resolution provisions contained in this agreement (at clause 21), the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach in accordance with the Dispute Resolution provisions;
The other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
An application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party;
The holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or
Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.3(d) to clause 11.3(j) (inclusive).

Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

12. Remedies

If the Customer fails to comply with any terms of this agreement, the Supplier shall be entitled (without prejudice to any other right or remedy) to exercise any one or more of the following rights or remedies:

To terminate this agreement and suspend Services to the Customer;
To require the immediate payment by the Customer of all sums under this agreement incurred to date by the Supplier;
To require the immediate payment by the Customer of all sums due and/or to be incurred by the Supplier in relation to Third Party Agreements;
To require the immediate payment by the Customer of 20% of the Charges, for the period from the termination date of this Agreement up until the expiry of the remainder of the term of the Agreement;
At the expense of the Customer, immediately and without notice, enter onto the Customer's premises and recover any Equipment;
The recovery of damages; and
The remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.

The parties confirm that these remedies, including liquidated damages, are reasonable and proportionate.

13. Force majeure

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving not less than 5 Business Days' written notice to the affected party.

14. Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

15. Severance

If any provision or part-provision of this agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
If any provision or part-provision of this agreement is deemed deleted under clause 15.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Entire agreement and variation

This agreement constitutes the entire agreement between the parties and supersedes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18. Assignment

The Customer may not at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
The Supplier may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

19. Third party rights

Subject to clause 18.2, no one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

20. Notices

Any notice given to a party under or in connection with this contract shall be in writing and shall be:

Delivered by hand or by pre-paid first-class post or other next-working-day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
Sent by email to the addresses set out in the Primary Terms (or an address substituted in writing by the party to be served).

Any notice shall be deemed to have been received:

If delivered by hand, at the time the notice is left at the proper address;
If sent by pre-paid first-class post or other next-working-day delivery service, at 9.00am on the second Business Day after posting;
If sent by email, at the time of transmission, or if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

21. Dispute resolution

In the case of a breach of any of the terms of this Agreement by either party that is capable of remedy, the non-breaching party shall, without prejudice to its other rights and remedies under this Agreement, issue notice of the breach and allow the party in breach the opportunity to remedy such breach in the first instance via a remedial proposal put forward by the party in breach (a "Remedial Proposal") before exercising any right to terminate this Agreement in accordance with clause 11. Such Remedial Proposal must be agreed with the non-breaching party (such agreement not to be unreasonably withheld or delayed) and must be implemented by the party in breach in accordance with the timescales referred to in the agreed Remedial Proposal. Once agreed, any changes to a Remedial Proposal must be approved by the parties in writing.

This clause shall have no application with regard to the Customer's failure or delay in making any payment due under this Agreement.

22. No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, or constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.

23. Governing law

This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and interpreted in accordance with, the law of England and Wales.

24. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Supplier: CyberBITS Ltd
Falcon Point, Offiss Workspace, Park Plaza
Cannock, Staffordshire WS12 2DE
Email: [email protected]
Phone: 01543 548101

Terms and conditions.