Company Terms & Conditions

In Summary

These terms explain the general rules that apply when The Ideas Cupboard Limited, trading as TIC, supplies products or services to a business Client.

They apply alongside any quotation, invoice, service agreement, project specification or other written terms agreed for the relevant work.

This website version is a plain-English summary of TIC’s full Company Terms and Conditions. The full downloadable terms contain additional detail and will take priority where there is any difference between the two versions.

Who These Terms Apply To

These terms apply to business Clients only. They do not apply to consumers purchasing mainly for personal use.

They may apply to products and services including but not limited to:

• computers and hardware
• IT support and technical services
• website design and development
• hosting and maintenance
• cloud and Microsoft 365 services
• software and licences
• consultancy and compliance support
• third-party products and services

How the Agreement Works

The agreement between TIC and the Client may include:

• these Company Terms
• an accepted quotation
• an invoice or order confirmation
• a project specification
• a service agreement
• written changes agreed by both parties
• applicable third-party supplier terms

More specific written terms will normally take priority over these general terms for the product or service they relate to.

Accepting These Terms

The Client accepts the applicable terms by doing any of the following:

• approving a quotation
• placing an order
• instructing TIC to begin work
• paying an invoice or deposit
• using a supplied product or service

The person giving approval confirms that they have authority to act for the Client.

Full Terms

The full Company Terms and Conditions are available as a downloadable PDF.

They contain the complete contractual wording, including further detail concerning responsibilities, exclusions, liability, cancellation and service-specific matters.

Where the website summary and the full terms differ, the full downloadable terms will apply.

In Summary

An agreement is formed when TIC accepts the Client’s order or instruction to proceed.

Acceptance may take place through a signed document, approved quotation, written confirmation, payment of an invoice or deposit, or TIC beginning the agreed work.

Until TIC accepts the order, any quotation or proposal may be withdrawn or revised.

Quotations and Proposals

A quotation or proposal explains the products, services, pricing and scope TIC is prepared to provide.

Unless it states otherwise, it is an invitation for the Client to place an order and does not by itself require TIC to begin work.

Quotations may be subject to:

• an expiry date
• product or supplier availability
• credit approval
• receipt of a deposit
• access to required systems
• confirmation of the final scope
• acceptance of these terms

Client Acceptance

The Client may accept a quotation or proposal by:

• signing or approving it electronically
• confirming acceptance in writing
• paying the requested deposit or invoice
• placing an order
• instructing TIC to begin work

The person giving the instruction confirms that they are authorised to bind the Client.

TIC Acceptance

The agreement begins when TIC confirms acceptance or clearly acts on the Client’s instruction, for example by:

• ordering products
• allocating project time
• activating licences
• beginning design, development or technical work
• scheduling an agreed service

TIC may decline an order before acceptance where there are concerns about availability, scope, authority, risk, legality or the Client’s ability to meet the agreement.

Changes Before Acceptance

Prices, availability and timescales may change before the agreement is formed, particularly where third-party products or services are involved.

Where a material change occurs, TIC will provide updated information and obtain the Client’s approval before proceeding.

In Summary

A quotation sets out the products and services TIC has agreed to provide, together with the price, assumptions and any important exclusions.

TIC will only be responsible for work included within the agreed scope. Changes, additions or previously unknown requirements may be quoted or charged separately.

Quotations

A quotation may include:

• the products or services to be supplied
• the agreed price or charging basis
• estimated timescales
• Client responsibilities
• assumptions
• exclusions
• third-party costs
• payment stages
• validity periods

Unless stated otherwise, a quotation is based on the information available when it is prepared.

Estimates

Where TIC provides an estimate rather than a fixed quotation, the final cost may change depending on the time, materials and third-party charges actually required.

TIC will aim to notify the Client before materially exceeding an estimate wherever reasonably practicable.

Scope of Work

The agreed scope is limited to the work described in the accepted quotation, project specification or other written agreement.

Work outside that scope may include but is not limited to:

• additional features
• extra revisions
• new integrations
• further troubleshooting
• unexpected repairs
• additional user accounts
• data recovery
• extra meetings
• supplier liaison
• work caused by Client or third-party changes

Assumptions and Unknown Issues

A quotation may rely on assumptions about access, compatibility, system condition, available information and Client cooperation.

Where hidden faults, missing information or unexpected technical issues are discovered, TIC may revise the scope, timescale or price before continuing.

Approval of Additional Work

TIC will normally seek approval before carrying out material additional work.

Minor work may be charged at the applicable hourly rate where it is reasonably necessary to complete the agreed task and delaying approval would be impractical.

In Summary

The Client must pay TIC’s invoices by the stated due date. Unless otherwise agreed, payment is due within 7 working days.

TIC may require deposits, staged payments or payment in advance. Overdue accounts may result in interest, recovery costs, suspended work or interruption to services.

Charges

Charges may be based on:

• a fixed quotation
• an hourly rate
• a recurring service fee
• a project stage
• products or materials supplied
• third-party licences or subscriptions
• approved expenses

Unless another rate is agreed, TIC’s standard rate is £60 per hour.

Emergency or out-of-hours work is charged at £120 per hour.

Invoices

Invoices may be issued:

• before work begins
• at agreed project stages
• on completion
• monthly or annually for recurring services
• when additional work is approved
• when products, licences or supplier services are ordered

The Client must raise any genuine invoice query promptly and pay any undisputed amount by the due date.

Deposits and Advance Payment

TIC may require a deposit or full payment in advance for work including but not limited to:

• custom-built computers
• special-order products
• licences
• subscriptions
• large projects
• new Client accounts
• work involving significant supplier costs

TIC is not required to begin work or place orders until the required payment has cleared.

Third-Party Charges

The Client is responsible for approved third-party costs, including licences, hosting, domains, software, subscriptions, delivery and supplier fees.

Supplier prices may change before TIC completes the purchase. Where this happens, TIC will explain any material increase before proceeding.

Late Payment

Where payment is overdue, TIC may:

• pause or suspend work
• withhold delivery or handover
• stop renewing licences or services
• restrict support
• charge interest and reasonable recovery costs
• require payment in advance for future work

Suspension does not cancel the debt or any supplier commitment already approved.

VAT

Prices are exclusive of VAT unless stated otherwise.

TIC is not currently VAT registered. If this changes, VAT may be added to future taxable supplies at the applicable rate.

Changes and Additional Work

In Summary

Any change to the agreed scope may affect the price, timescale or technical approach.

TIC will normally confirm material changes in writing before carrying them out. Additional work will be charged at the agreed rate or quoted separately.

Requested Changes

The Client may request changes to:

• products
• specifications
• designs
• features
• content
• integrations
• user access
• project priorities
• delivery or completion dates

TIC will assess whether the change is practical and explain any effect on cost, timing or existing work.

Additional Charges

Work outside the agreed scope may be charged:

• at the applicable hourly rate
• under a separate quotation
• as an additional project stage
• through third-party supplier charges
• through revised recurring fees

Additional work may include correcting Client or third-party changes, revisiting approved work or dealing with requirements not disclosed at the start.

Approval

TIC will normally seek written approval before carrying out material additional work.

Approval may be given through:

• email
• an updated quotation
• a project-management platform
• a support request
• another clear written instruction

Minor Necessary Work

Where minor additional work is reasonably necessary to complete the agreed task, TIC may proceed at the applicable rate where stopping to obtain approval would be impractical or cause avoidable delay.

TIC will act reasonably and will not use this provision to make substantial changes without approval.

Effect on Timescales

Changes may require:

• revised deadlines
• additional testing
• new supplier orders
• different licences
• rework
• further Client input

TIC is not responsible for delay caused by changes requested after work has begun.

In Summary

TIC manufactures and supplies computers, components and related hardware based on the agreed specification.

Custom-built systems are assembled, configured and tested before delivery. The Client is responsible for confirming that the specification is suitable for its intended use.

TIC provides a Lifetime Workmanship Warranty on eligible computers built by TIC, covering faults caused by TIC’s original assembly or workmanship. Individual components remain subject to their manufacturer warranties.

Specifications

The agreed specification may include:

• processor
• memory
• storage
• graphics
• power supply
• cooling
• operating system
• peripherals
• networking
• software
• warranty arrangements

The Client must disclose any specialist software, performance, compatibility or regulatory requirement before approving the specification.

Component Availability

Hardware availability and pricing may change quickly.

Where an agreed component becomes unavailable, TIC may propose an equivalent or better alternative. TIC will seek approval where a substitution materially changes the specification, appearance, warranty or price.

Custom-Built Systems

Custom-built computers are produced for the Client’s requirements and may not be readily resalable.

Once components have been ordered, opened, assembled, configured or licensed, cancellation or return may be restricted and reasonable costs may apply.

Testing and Delivery

TIC will carry out reasonable assembly and testing before delivery or collection.

Testing confirms that the system operates under the conditions tested. It does not guarantee compatibility with undisclosed software, equipment, workloads or future updates.

Lifetime TIC Workmanship Warranty

Eligible computers manufactured by TIC include a lifetime warranty covering defects caused by TIC’s original assembly or workmanship.

Where a valid workmanship fault is confirmed, TIC will correct the affected workmanship without charging for the necessary labour.

The warranty:

• applies to the original purchasing Client
• is not transferable unless TIC agrees otherwise
• requires proof of purchase
• may require inspection and diagnosis
• does not replace manufacturer warranties for individual components

Warranty Exclusions

The workmanship warranty does not cover faults caused by matters including but not limited to:

• normal wear
• component failure unrelated to TIC’s workmanship
• accidental or liquid damage
• fire or electrical surge
• misuse or neglect
• dust, poor ventilation or overheating
• malware or software problems
• operating-system faults
• third-party repairs or upgrades
• use outside the agreed specification
• unauthorised modification
• data loss

Diagnostic, transport and on-site charges may apply where the issue is not covered by the workmanship warranty.

In Summary

TIC may deliver products, arrange courier delivery or make items available for collection.

Risk normally passes to the Client when the product is delivered or collected. Ownership normally remains with TIC until all related invoices have been paid in full.

The Client must inspect delivered products promptly and report visible damage, shortages or incorrect items as soon as reasonably possible.

Delivery Arrangements

Delivery dates and times are estimates unless TIC expressly confirms otherwise.

Delivery may depend on:

• supplier availability
• courier services
• Client access
• product completion
• payment
• third-party delays

TIC will keep the Client informed of any material delay it becomes aware of.

Client Responsibilities

The Client must provide:

• an accurate delivery address
• suitable access
• an authorised recipient
• any relevant site instructions
• safe arrangements for unloading or installation

Additional charges may apply where delivery fails because the Client provided incorrect information or nobody was available to receive the goods.

Inspection on Delivery

The Client should inspect products promptly for:

• visible damage
• missing items
• incorrect products
• damaged packaging
• obvious defects

Any concern should be reported to TIC as soon as reasonably possible, together with photographs and delivery information where available.

Risk

Risk of loss or damage normally passes to the Client when:

• the product is delivered to the agreed address
• the Client or its representative collects it
• it is delivered to a carrier appointed directly by the Client

TIC will take reasonable care of Client property while it remains in TIC’s possession.

Ownership

Ownership of products supplied by TIC does not pass to the Client until TIC has received full cleared payment of all amounts due for those products.

Until ownership passes, the Client must:

• keep the products identifiable
• protect them from damage
• not sell or dispose of them without authority
• notify TIC if they are seized, damaged or claimed by another party

Collection

Where products are ready for collection, TIC will notify the Client.

The Client should collect them within a reasonable period. Storage or administration charges may apply where items remain uncollected for an extended period after notice.

Website Design and Development

In Summary

TIC will design and develop the website or website changes described in the agreed scope.

The Client is responsible for supplying accurate content, approving the design and confirming that the website meets its business, legal and regulatory requirements.

Changes outside the agreed scope, additional revisions and work caused by third-party systems may be charged separately.

Project Scope

The agreed quotation or project specification may cover matters including:

• page design
• website development
• content placement
• responsive layouts
• forms
• integrations
• e-commerce features
• basic search engine optimisation
• testing
• launch or migration

Anything not included within the agreed scope may be treated as additional work.

Client Content

The Client is responsible for providing accurate and authorised content, including:

• text
• images
• logos
• product details
• prices
• policies
• contact information
• legal wording

TIC may edit or format supplied content where agreed, but the Client remains responsible for its accuracy and lawful use.

Design Approval and Revisions

TIC may provide designs, drafts or development versions for review.

The Client must provide clear and timely feedback. Unless otherwise agreed, the quotation includes only the revisions reasonably described within the scope.

Further revisions, major changes of direction or amendments requested after approval may be charged separately.

Third-Party Software

Websites may use third-party products including:

• WordPress
• themes
• plugins
• page builders
• fonts
• stock media
• payment providers
• analytics
• external integrations

These products remain subject to their own licences, availability, updates and supplier terms.

Testing

TIC will carry out reasonable testing using suitable current devices and browsers.

The Client is responsible for reviewing the website before launch and reporting any material issue.

TIC cannot guarantee identical appearance or operation across every browser, device, screen size or future software version.

Search Engines and Performance

Unless expressly agreed, TIC does not guarantee:

• a particular search ranking
• a specific traffic level
• a particular page-speed score
• sales, leads or commercial results
• uninterrupted third-party integrations

Search engines, browsers, hosting, plugins and external services may change outside TIC’s control.

Launch

The Client must approve the website before launch.

Approval confirms that the Client has reviewed the design, content and core functionality and considers the website suitable for release.

Minor faults that do not materially prevent use will not normally justify delaying completion or withholding payment.

Post-Launch Changes

Changes requested after launch may be treated as maintenance or additional work.

Unless ongoing maintenance has been agreed, the Client is responsible for arranging:

• updates
• backups
• security
• monitoring
• content changes
• licence renewals
• future compatibility

Legal Compliance

The Client is responsible for ensuring that the website and its content comply with applicable requirements concerning matters including:

• privacy
• cookies
• accessibility
• consumer information
• e-commerce
• advertising
• intellectual property
• sector-specific regulation

TIC may provide technical assistance, but this does not amount to legal advice unless expressly agreed.

In Summary

TIC provides IT support and technical services within the scope agreed with the Client.

Support may be delivered remotely or on site and may include investigation, repair, configuration, maintenance and practical technical advice.

TIC will use reasonable care and skill, but cannot guarantee that every fault can be resolved immediately or without interruption, replacement equipment or third-party involvement.

Scope of Support

IT support may include:

• fault diagnosis
• remote support
• on-site support
• computer setup
• software installation
• user and account administration
• network and Wi-Fi support
• printer support
• security configuration
• backup assistance
• device replacement
• supplier liaison

Only services included within the agreed support arrangement or separately approved work are covered.

Remote and On-Site Support

TIC may choose the most suitable support method based on the issue.

Remote support may require:

• internet access
• working remote-support software
• suitable user access
• Client cooperation

On-site visits may involve additional charges for travel, time, parking or other reasonable expenses where these are not included in the service.

Support Hours and Charges

Unless otherwise agreed, normal support hours are Monday to Friday, 9:00am to 5:00pm, excluding public holidays.

Work carried out during normal hours is charged at the agreed rate or TIC’s standard rate of £60 per hour.

Approved emergency or out-of-hours work is charged at £120 per hour.

Response and Resolution Times

TIC will respond within a reasonable period based on:

• urgency
• business impact
• security risk
• Client availability
• current workload
• supplier involvement
• the applicable support agreement

Unless a specific service level has been agreed, response and resolution times are targets rather than guarantees.

Diagnosis and Investigation

Technical faults may require investigation before TIC can confirm:

• the cause
• the likely solution
• the cost
• the timescale
• whether replacement is required

Investigation time is chargeable unless included within an active support service or covered by an applicable warranty.

Access

The Client must provide suitable access to affected:

• devices
• accounts
• users
• premises
• networks
• systems
• passwords or administrator access
• supplier portals

TIC may be unable to complete work where access or authority is unavailable.

Existing and Hidden Faults

TIC is not responsible for faults that existed before its involvement or that could not reasonably be identified during the agreed work.

These may include:

• failing hardware
• corrupt data
• malware
• unsupported software
• poor cabling
• undocumented configuration
• previous repair work
• intermittent faults

TIC may recommend further work, replacement or specialist investigation.

Software and Compatibility

TIC may rely on software publishers, manufacturers and suppliers.

Support may be limited where systems are:

• unsupported
• unlicensed
• obsolete
• incompatible
• modified by another provider
• outside manufacturer specifications

TIC may refuse to support systems that create an unreasonable security or operational risk.

Updates and Changes

Updates, repairs and configuration changes may occasionally affect:

• compatibility
• performance
• appearance
• features
• user settings
• integrations

TIC will use reasonable care but cannot guarantee that every third-party update or change will be fault-free.

Data and Backups

The Client should maintain suitable backups before repair, migration, update or configuration work.

Unless TIC has expressly agreed to provide and manage backups, TIC is not responsible for data that cannot be recovered because no suitable backup exists.

Replacement Equipment and Parts

Where repair is not practical, TIC may recommend replacement equipment, components or software.

Replacement costs, licences, installation and migration may be charged separately.

Third-Party Providers

TIC may need to work with:

• internet providers
• software publishers
• hardware manufacturers
• cloud providers
• telecommunications providers
• other external suppliers

TIC may charge for reasonable supplier liaison and cannot guarantee the supplier’s response or resolution time.

Client and User Changes

TIC is not responsible for issues caused by changes made by:

• the Client
• Client users
• another IT provider
• a software supplier
• an unauthorised person

TIC may charge to investigate or correct those changes.

Completion

A support request may be treated as complete when:

• the reported issue is resolved
• a reasonable workaround is provided
• the cause is outside TIC’s control
• replacement or further work has been recommended
• the Client decides not to proceed
• further action depends on the Client or a third party

Additional or unrelated issues may be treated as a new support request.

In Summary

TIC may supply, configure and support cloud platforms, Microsoft 365, email, file storage, collaboration tools, business software, automation and related services.

These services depend heavily on third-party providers. Their pricing, availability, features, licences, security controls and terms may change outside TIC’s control.

The Client remains responsible for approving users, permissions, licences, data handling, retention and business use.

Scope of Services

Cloud and business technology services may include:

• Microsoft 365
• Google Workspace
• email
• SharePoint
• OneDrive
• Teams
• cloud storage
• backup
• customer relationship management systems
• project-management platforms
• automation
• artificial intelligence tools
• telephone systems
• business applications
• software integrations

Only services included within the agreed scope are covered.

Accounts, Users and Licences

The Client must provide accurate information about:

• users
• roles
• licences
• permissions
• departments
• shared mailboxes
• storage
• external access
• administrator requirements

The Client remains responsible for approving who may access each service and for notifying TIC promptly when users join, change role or leave.

Permissions and Access

TIC may configure access based on Client instructions.

The Client should review permissions regularly and ensure that access is limited to what each user reasonably needs.

This is particularly important for:

• confidential folders
• HR records
• accounts information
• shared mailboxes
• administrator roles
• external sharing
• former-user data

Security

TIC may configure or recommend controls including:

• multi-factor authentication
• password policies
• access restrictions
• administrator separation
• device controls
• security alerts
• email authentication
• audit logging
• backup

The Client is responsible for ensuring that users follow reasonable security instructions.

Third-Party Providers

Cloud services remain subject to the provider’s:

• terms
• licence rules
• service levels
• pricing
• storage limits
• retention
• security controls
• data locations
• support arrangements

TIC cannot guarantee uninterrupted availability or prevent supplier-controlled changes.

Data and Storage

The Client retains ownership of its business data.

The Client is responsible for deciding:

• what data is stored
• who may access it
• how long it is retained
• whether external sharing is allowed
• whether legal or regulatory restrictions apply
• whether additional backup is required

TIC may provide technical assistance but does not make the Client’s legal or compliance decisions.

Email and Collaboration

TIC may configure email, shared mailboxes, Teams, OneDrive and SharePoint.

These services may be affected by:

• mailbox limits
• storage limits
• file-path limits
• sync restrictions
• sharing settings
• supplier updates
• licence changes
• internet availability

The Client should not assume that every local file, folder or workflow will behave identically after migration to a cloud platform.

Migrations

Cloud migrations may involve:

• temporary interruption
• duplicate items
• altered permissions
• unsupported data
• format changes
• missing metadata
• delayed synchronisation
• user retraining

TIC will use reasonable care, but cannot guarantee a completely identical transfer between different systems.

Backups and Recovery

Cloud storage and supplier retention are not always the same as a dedicated backup.

Unless TIC has expressly agreed to provide and manage backup, the Client remains responsible for deciding whether separate backup and recovery arrangements are required.

Restoration may depend on:

• available backups
• supplier retention
• licences
• data volume
• account access
• technical compatibility

Software Subscriptions

Subscriptions may be billed monthly, annually or under a longer supplier commitment.

The Client remains responsible for approved:

• licence charges
• minimum terms
• renewals
• usage-based costs
• storage charges
• cancellation restrictions
• supplier price increases

Reducing or removing users may not end a fixed supplier commitment immediately.

Automation and Artificial Intelligence

Automation and AI services may produce incorrect, incomplete or inconsistent results.

The Client remains responsible for:

• reviewing output
• approving business use
• protecting sensitive information
• checking legal and regulatory suitability
• maintaining human oversight
• verifying important decisions

TIC does not guarantee that AI-generated output will be accurate, original or suitable for publication.

Changes and Integrations

Cloud services, APIs and integrations may change or be withdrawn by suppliers.

Where this affects an existing setup, additional work may be required to:

• update configuration
• replace an integration
• migrate data
• change licences
• revise workflows
• provide user guidance

Such work may be charged separately unless included within an active service agreement.

In Summary

TIC may supply, recommend, configure or support products and services provided by third parties.

These suppliers control their own pricing, licences, availability, warranties, updates, service levels and terms. TIC will use reasonable care when selecting and working with them, but cannot guarantee their continued performance or availability.

The Client is responsible for complying with applicable supplier terms and paying approved third-party charges.

Third-Party Products and Services

Third-party products and services may include:

• hardware and components
• software and licences
• cloud services
• hosting
• domains
• security tools
• backup services
• payment providers
• telecommunications
• themes, plugins and integrations
• delivery and courier services

These remain subject to the rights and terms of the relevant supplier.

Supplier Terms

The Client agrees to comply with applicable:

• licence terms
• subscription terms
• acceptable-use policies
• warranty conditions
• data-processing terms
• user and device limits
• storage and usage limits
• renewal and cancellation rules

TIC cannot grant rights that exceed those provided by the supplier.

Accounts and Ownership

Where practical, important business accounts should be created in the Client’s name or within an environment controlled for the Client.

TIC may administer those accounts on the Client’s behalf.

Some services may be provided through a TIC reseller, agency or developer account. In those cases, the Client receives the benefit of the service but does not acquire ownership of TIC’s master account or licence.

Pricing and Renewals

Supplier prices may change because of:

• price increases
• exchange rates
• taxation
• licence changes
• additional users
• storage or usage
• discontinued discounts
• product shortages

TIC may pass approved supplier increases to the Client.

Subscriptions may renew automatically or remain subject to a fixed commitment, even where billed monthly.

Availability and Changes

A supplier may:

• discontinue a product
• withdraw a service
• remove features
• change pricing
• alter compatibility
• update its platform
• change licence terms
• suspend an account
• stop supporting a version

TIC may recommend an alternative or migration, but additional work and charges may apply.

Warranties

Third-party products are normally covered by the relevant manufacturer or supplier warranty.

TIC may assist with a claim, but the supplier may decide:

• whether the claim is accepted
• whether the item is repaired or replaced
• the replacement model
• whether transport or labour is covered
• the applicable timescale

Software and Licences

Software remains subject to the publisher’s licence.

The Client must ensure that software is used lawfully and within permitted:

• user numbers
• device numbers
• geographic limits
• transfer rules
• subscription periods
• commercial-use rights

TIC may refuse to install or support unlicensed, counterfeit or improperly activated software.

Supplier Outages and Failures

TIC is not responsible for the independent failure of a third-party supplier, including:

• outages
• defects
• delivery delays
• security incidents
• service withdrawal
• account suspension
• licence changes
• supplier insolvency

TIC remains responsible for its own reasonable selection, configuration and support within the agreed scope.

Supplier Support

TIC may contact suppliers on the Client’s behalf.

Time spent on diagnosis, support cases, warranty claims, returns, escalation or supplier liaison may be charged unless included within an active service.

Data and Security

Third-party services may process or store Client data.

The Client is responsible for deciding whether a supplier is suitable for the data and business use involved.

TIC may provide technical information, but does not guarantee the supplier’s:

• internal security
• legal compliance
• data location
• retention
• availability
• future terms

Cancellation and Refunds

Third-party charges may be non-refundable once a product has been ordered, a licence activated or a subscription committed.

Cancellation of TIC’s wider service does not automatically cancel or refund:

• annual licences
• domains
• hosting
• subscriptions
• custom products
• supplier setup fees
• other non-recoverable charges

The Client remains responsible for approved supplier commitments.

In Summary

Security is a shared responsibility between TIC, the Client, users and third-party providers.

TIC will apply reasonable security measures within the agreed scope, but the Client remains responsible for approving access, managing users, protecting credentials, maintaining policies and following reasonable security advice.

TIC may restrict or suspend access where it reasonably believes that a system, account or activity creates a serious security, legal or operational risk.

Access and Authority

The Client must ensure that all instructions given to TIC are properly authorised.

TIC may request additional confirmation before carrying out sensitive actions, including:

• granting administrator access
• accessing another person’s mailbox
• deleting or exporting data
• transferring account ownership
• disabling security controls
• cancelling critical services
• disclosing credentials

TIC may refuse or delay an instruction where identity or authority cannot reasonably be confirmed.

User Access

The Client is responsible for deciding who may access its systems and data.

Access should normally be limited to what each user reasonably requires for their role.

The Client must notify TIC promptly when a user:

• joins
• changes role
• leaves
• is suspended
• no longer requires access

Permissions should be reviewed following role changes and access should be removed promptly when no longer required.

Administrator Accounts

Administrator access should be restricted and protected.

TIC may recommend:

• separate administrator accounts
• named rather than shared accounts
• multi-factor authentication
• limited use of administrator privileges
• regular access reviews
• removal of unused accounts
• audit logging

The Client is responsible for actions taken through administrator accounts it controls.

Passwords and Authentication

The Client and its users must follow reasonable password and authentication practices.

These may include:

• using long, unique passwords
• avoiding reused or predictable passwords
• using a password manager
• enabling multi-factor authentication
• protecting recovery codes
• rejecting unexpected authentication prompts
• changing compromised credentials promptly

TIC may require multi-factor authentication for high-risk or administrator access.

Remote Access

Remote access may be used to provide support, administration, monitoring or maintenance.

The Client must ensure that remote access is:

• authorised
• protected by suitable authentication
• limited to approved users
• removed when no longer needed
• used only for legitimate purposes

TIC may disable insecure or unauthorised remote access.

Devices and Software

The Client is responsible for ensuring that devices used to access business systems are reasonably secure.

Users must not knowingly install or use:

• unlicensed software
• cracked software
• malware
• unauthorised remote-access tools
• unsupported applications
• software from untrusted sources
• unsafe browser extensions

TIC may remove or block software that creates a material security, licensing or operational risk.

Supported Systems and Updates

The Client should allow important security updates and replace unsupported systems within a reasonable period.

TIC may refuse to support or connect equipment or software that:

• is no longer supported
• contains known serious vulnerabilities
• cannot be secured reasonably
• creates risk to other systems
• breaches supplier terms

Email and Fraud

The Client and its users must take reasonable care when dealing with:

• payment instructions
• changed bank details
• password-reset requests
• unexpected attachments
• sign-in pages
• authentication prompts
• urgent requests appearing to come from senior personnel

Sensitive payment or account instructions should be verified through a trusted independent method.

TIC is not responsible for loss caused solely by a user following a fraudulent or unverified instruction.

Backups and Recovery

Unless TIC has expressly agreed to provide and manage backups, the Client is responsible for maintaining suitable backup and recovery arrangements.

Backups should be protected against:

• accidental deletion
• ransomware
• unauthorised access
• corruption
• equipment failure
• supplier failure

Monitoring and Logs

Monitoring and log retention are included only where expressly agreed.

Logs and monitoring may help identify:

• failed backups
• security alerts
• unusual sign-ins
• malware
• outages
• permission changes
• system health issues

They do not guarantee immediate detection of every incident or record of every action.

Security Incidents

The Client must report suspected security incidents promptly.

Incidents may include:

• compromised accounts
• malware
• ransomware
• phishing
• unauthorised access
• lost devices
• unusual sign-in activity
• accidental disclosure
• website compromise

TIC may take reasonable protective action, including:

• resetting credentials
• revoking sessions
• disabling accounts
• isolating devices
• restricting access
• preserving logs
• taking a website or service temporarily offline

Where delay would create serious risk, TIC may take temporary protective action before obtaining ordinary approval.

Incident Response Charges

Security investigation, containment and recovery may be charged separately where not included within an active service.

Charges may include:

• investigation
• emergency work
• restoration
• supplier liaison
• replacement licences
• specialist assistance
• out-of-hours work

Acceptable Use

The Client must ensure that its users use TIC products and services lawfully and responsibly.

The Client must not use them for activity including but not limited to:

• hacking without authority
• malware or ransomware
• fraud
• phishing
• spam
• identity theft
• unlawful surveillance
• copyright infringement
• harassment or threats
• distribution of unlawful content
• attacks on another system
• evasion of security or licence controls

Harmful or Excessive Use

The Client must not use TIC or supplier services in a way that:

• disrupts other users
• overloads shared infrastructure
• compromises security
• damages supplier reputation
• exposes another Client
• breaches supplier limits
• creates unreasonable legal or operational risk

TIC may require the Client to reduce usage, upgrade the service or stop the affected activity.

Suspension for Security Reasons

TIC may restrict or suspend an account, device or service where it reasonably believes that continued operation may:

• expose data
• spread malware
• harm another Client
• breach supplier terms
• enable unlawful activity
• damage shared infrastructure
• worsen a security incident

TIC will act proportionately and provide notice where reasonably practicable.

Client Security Decisions

Where the Client declines a reasonable security recommendation, TIC may record that decision.

TIC is not responsible for loss caused solely by a risk the Client knowingly accepted, including refusal of:

• multi-factor authentication
• security updates
• backup improvements
• replacement of unsupported systems
• access restrictions
• vulnerability remediation
• appropriate security licences

No Absolute Guarantee

No security system can prevent every attack, error, breach or interruption.

TIC will use reasonable care within the agreed scope, but does not guarantee that systems will never experience:

• cyberattacks
• malware
• phishing
• unauthorised access
• data loss
• supplier incidents
• software vulnerabilities
• user error
• service interruption

In Summary

Neither TIC nor the Client will be responsible for delay or failure caused by events outside their reasonable control.

These may include supplier outages, internet or power failure, severe weather, cyber incidents, product shortages, transport disruption, government action, illness or changes in law.

The affected party must take reasonable steps to reduce disruption, keep the other party informed and resume performance as soon as reasonably practicable.

Events Covered

Events beyond reasonable control may include:

• severe weather, fire or flood
• power, internet or telecommunications failure
• cloud, hosting or data-centre outages
• cyberattacks or widespread malware
• supplier, manufacturer or courier failure
• product or component shortages
• strikes or transport disruption
• government or regulatory action
• changes in law
• war, terrorism or civil disorder
• serious illness or loss of essential personnel
• another similar event outside reasonable control

An event will not normally qualify where it was caused by the affected party’s own negligence, avoidable failure or lack of reasonable preparation.

Notification

The affected party must notify the other as soon as reasonably practicable.

The notice should explain:

• what has happened
• which obligations are affected
• the likely duration
• what action is being taken
• whether alternative arrangements are available

Updates should be provided where the situation materially changes.

Reducing Disruption

The affected party must take reasonable steps to reduce avoidable delay or loss.

This may include:

• remote working
• rescheduling
• using alternative suppliers
• providing a temporary workaround
• restoring from backup
• prioritising critical systems
• changing delivery methods
• isolating affected equipment

Neither party is required to take action that is unlawful, unsafe or grossly disproportionate in cost.

Delays and Revised Timescales

Where work is delayed by an event beyond reasonable control, affected deadlines will be extended by a reasonable period.

TIC may revise:

• project timescales
• delivery dates
• support arrangements
• supplier choices
• product specifications

Where a proposed alternative materially changes the agreed product, service or price, TIC will seek the Client’s approval.

Supplier and Infrastructure Failures

TIC relies on third-party providers for services including:

• hosting
• cloud platforms
• internet
• telecommunications
• software
• licences
• delivery
• hardware
• payment services

TIC may assist with escalation, recovery or workarounds, but cannot guarantee the supplier’s response or restoration time.

Continuing Charges

Charges may continue during disruption where TIC or a supplier continues to provide, reserve or fund:

• hosting
• licences
• subscriptions
• storage
• domains
• backups
• monitoring
• dedicated infrastructure

An interruption in use does not automatically remove an underlying supplier commitment.

Additional Costs

Alternative arrangements or emergency action may create additional costs, including:

• replacement products
• expedited delivery
• temporary equipment
• specialist support
• emergency work
• data recovery
• migration
• additional licences

TIC will seek approval before incurring material additional costs wherever reasonably practicable.

Long-Term Disruption

Where an event materially prevents the affected service from continuing for more than 30 days, either party may request a review.

The review may consider:

• a revised scope
• alternative suppliers
• a new timetable
• temporary suspension
• partial cancellation
• migration
• replacement products

Where the disruption continues for more than 60 days and no reasonable alternative is available, either party may end the affected service by giving written notice.

Charges on Termination

Ending a service because of a prolonged event does not remove charges for:

• work already completed
• products already supplied
• licences already activated
• non-refundable supplier commitments
• approved emergency or mitigation work
• reasonable handover or transfer work

Any refundable unused balance will be calculated after proper deductions.

Business Continuity

The Client should maintain continuity arrangements appropriate to its business, including where relevant:

• backups
• spare equipment
• alternative internet access
• manual workarounds
• emergency contacts
• alternative suppliers
• cyber insurance
• recovery procedures

TIC’s services do not guarantee uninterrupted operation during every major external event.

In Summary

TIC aims to resolve concerns fairly, promptly and without unnecessary formality.

The Client should raise any issue as soon as reasonably possible and give TIC a reasonable opportunity to investigate and put matters right.

Both parties agree to try to resolve disputes through direct discussion before starting formal legal proceedings.

Raising a Complaint

Complaints should be made in writing to:

support@ticltd.uk

The complaint should include:

• the Client’s name and contact details
• the relevant product, service or project
• a clear description of the issue
• when the issue began
• any supporting documents or evidence
• the outcome the Client is seeking

Providing complete information helps TIC investigate more quickly.

Acknowledgement and Investigation

TIC will acknowledge a complaint within a reasonable period.

The investigation may involve:

• reviewing correspondence
• checking project records
• examining technical logs
• inspecting equipment
• speaking with suppliers
• reviewing approvals and instructions
• asking the Client for further information

The time required will depend on the complexity of the issue and whether third parties are involved.

Client Cooperation

The Client must provide reasonable assistance during the investigation.

This may include:

• access to affected systems
• access to equipment
• screenshots or error messages
• relevant emails
• account details
• supplier correspondence
• confirmation of dates and events

TIC may be unable to investigate fully where important information or access is withheld.

Opportunity to Put Matters Right

Where reasonably possible, the Client must give TIC an opportunity to:

• inspect the issue
• repeat the affected work
• repair or replace a product
• correct a configuration
• restore data from an available backup
• provide a workaround
• liaise with a supplier

The Client should not normally appoint another provider to carry out substantial corrective work before TIC has had a reasonable opportunity to investigate.

This does not apply where waiting would create an immediate and serious security, safety or business risk.

Complaint Outcomes

Depending on the circumstances, TIC may offer:

• an explanation
• corrective work
• repair
• replacement
• reperformance
• a workaround
• service credit
• partial refund
• full refund of the affected work
• another reasonable remedy

The appropriate outcome will depend on the agreement, evidence, extent of the issue and applicable legal rights.

Third-Party Complaints

Where the issue relates primarily to a manufacturer, software publisher, cloud provider, courier or other supplier, TIC may assist with escalation.

The supplier may remain responsible for deciding:

• whether a warranty claim is accepted
• whether a refund is available
• whether a product is repaired or replaced
• what service credit applies
• how quickly the matter is resolved

TIC is not responsible for a supplier’s independent complaint procedure or decision.

Undisputed Payments

A complaint does not automatically suspend all payment obligations.

The Client must continue to pay amounts that are not genuinely disputed.

Where only part of an invoice is disputed, the undisputed balance remains payable by the due date.

Escalation

Where a complaint cannot be resolved through the initial investigation, either party may request a formal review.

The review should consider:

• the original complaint
• the evidence provided
• the contractual terms
• any proposed remedy
• any new information
• whether a practical compromise is possible

Good-Faith Discussion

Before beginning court proceedings, both parties agree to make a genuine attempt to resolve the dispute through direct discussion.

This may include a meeting by telephone, video call or in person.

Mediation

Where direct discussion does not resolve the dispute, the parties may agree to use an independent mediator.

Unless otherwise agreed:

• mediation is voluntary
• the mediator must be independent
• each party will pay its own costs
• the mediator’s fee will be shared equally
• discussions will remain confidential

Mediation does not prevent either party from seeking urgent legal protection where necessary.

Technical Experts

A dispute involving a specialist technical issue may be referred to an independent expert by agreement.

The parties should agree:

• the expert
• the questions to be decided
• whether the decision is binding
• how the expert’s costs will be divided

Time Limits

The Client should report issues promptly after discovering them.

Delay may make it more difficult to:

• preserve evidence
• reproduce a fault
• inspect equipment
• recover data
• obtain supplier assistance
• prevent further loss

Nothing in these terms shortens a legal limitation period that cannot lawfully be reduced.

Legal Proceedings

Where the dispute cannot be resolved through discussion, mediation or another agreed process, either party may begin legal proceedings.

The agreement is governed by the law of England and Wales, and the courts of England and Wales will have jurisdiction unless the parties agree otherwise.

Urgent Action

Either party may take urgent legal or protective action without completing the full complaints process where necessary to protect:

• confidential information
• intellectual property
• personal data
• systems or infrastructure
• property
• legal rights
• evidence
• people from immediate harm

Records

Both parties should retain relevant records, including:

• quotations
• invoices
• approvals
• emails
• messages
• technical logs
• photographs
• delivery records
• supplier correspondence

These records may be used to investigate and resolve a complaint.

In Summary

These terms, together with the applicable quotation, service agreement and other agreed documents, form the contract between TIC and the Client.

They explain how notices, changes, transfers, delays and other general legal matters are handled.

Nothing in these terms creates a partnership, employment relationship or agency arrangement unless expressly agreed.

Entire Agreement

The agreement consists of the documents identified in the Contract Documents and Priority section.

It replaces earlier discussions, proposals, correspondence and understandings relating to the same subject.

Neither party relies on a statement that has not been included in the agreement, except where the law does not allow that reliance to be excluded.

Changes to the Agreement

Any material change to an active project or service must be agreed by both parties.

Changes may be confirmed through:

• a revised quotation
• a change request
• a service agreement
• an order confirmation
• clear written correspondence
• another written record accepted by both parties

TIC may update its standard terms from time to time. Updated terms will not normally change an existing fixed project retrospectively unless agreed or required by law.

For recurring services, TIC may apply updated terms from a renewal date or after reasonable notice.

Written Communications

Where these terms require something to be in writing, this may include:

• email
• an approved support portal
• an electronic order
• a signed document
• another agreed written communication method

Verbal instructions may be acted upon where appropriate, but TIC may request written confirmation before carrying out significant, sensitive or chargeable work.

Notices

Formal notices should be sent to the contact details stated in the agreement or most recently notified in writing.

A notice may be treated as received:

• when delivered by hand
• when confirmed as delivered by email
• on the next working day after electronic delivery, where sent outside normal business hours
• within the ordinary delivery period for recorded post

A failed or rejected electronic message may not count as received.

Assignment and Transfer

The Client may not transfer the agreement to another person or organisation without TIC’s written approval.

TIC may transfer or subcontract part of its obligations where this does not materially reduce the Client’s rights or service.

TIC may transfer the agreement as part of:

• a business sale
• a company reorganisation
• a merger
• the transfer of a service division
• another legitimate business restructuring

The Client will be notified where the transfer materially affects the agreement.

Subcontracting

TIC may use suitably qualified subcontractors, specialists or suppliers to help provide the agreed products or services.

TIC remains responsible for work it supplies under its own agreement, subject to the terms applying to third-party providers and directly appointed specialists.

No Partnership or Agency

Nothing in the agreement creates:

• a partnership
• a joint venture
• an employment relationship
• a fiduciary relationship
• authority for one party to bind the other

Neither party may make commitments on behalf of the other unless expressly authorised.

No Third-Party Rights

Unless expressly stated, a person who is not a party to the agreement has no right to enforce it.

This does not prevent a manufacturer, software publisher, supplier or subcontractor from enforcing its own separate terms or licence conditions.

Waiver

A delay or failure to enforce a right does not mean that right has been waived.

A waiver applies only where it is clearly given and only to the particular circumstances described.

Enforcing a right on one occasion does not prevent it from being enforced again.

Severability

If any part of the agreement is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect.

Where possible, the affected provision will be interpreted or adjusted only as much as necessary to make it enforceable while preserving its original purpose.

Rights and Remedies

The rights and remedies in the agreement are additional to any rights available under applicable law.

Using one remedy does not necessarily prevent either party from using another.

Survival

Provisions intended to continue after the agreement ends will remain effective.

These may include provisions concerning:

• payment
• confidentiality
• intellectual property
• data protection
• liability
• supplier commitments
• dispute resolution
• governing law
• record retention

Records and Electronic Evidence

The parties agree that business records may be stored electronically.

Relevant evidence may include:

• emails
• support tickets
• electronic approvals
• system logs
• invoices
• order records
• electronic signatures
• delivery records
• account activity
• meeting notes

Electronic records may be used to establish instructions, approvals, work completed and communications between the parties.

Dates and Working Days

Where a period is stated in working days, this means Monday to Friday, excluding public holidays in England.

Where a deadline falls on a non-working day, it will normally move to the next working day unless the agreement states otherwise.

Timescales may depend on the Client providing information, access, approval or payment when required.

Headings

Headings are included for convenience and do not change the meaning of the agreement.

Words such as “including” and “includes” do not limit the examples that follow unless the wording clearly states otherwise.

Governing Law and Jurisdiction

The agreement is governed by the law of England and Wales.

The courts of England and Wales will have jurisdiction over disputes arising from the agreement, unless the parties agree to another lawful dispute-resolution process.