Legal

Terms & Conditions

These Terms, your quotation and our Privacy Notice set out the services we provide and how we process your personal data.

Black Sheep Support Limited · Company No. 15046937·Ref: BSS-TC-V26022024

Your attention is expressly drawn to clause 9 (Limitation of Liability) and clauses 4.3, 11, 15, 16 and 17.

1

Provision of Services

The Company will use commercially reasonable efforts to provide the Services as described in the respective service and/or tier selected by you. Services may include Office 365 migration, OneDrive integration, Microsoft Defender and CoPilot introduction, general IT support, IT consultancy, hardware procurement, managed services, and the resale of software licenses.

We are reliant on the information provided to us by you during the quotation process; we do not assume any wider obligation to you other than to the services we subsequently agree to provide.

BSS are a VAT-registered business. All prices quoted for services are subject to VAT charged at the prevailing rate.

2

Desktop Support Services

Desktop Support Services are priced as a monthly fee per identified user or per endpoint, as confirmed in your quotation.

Desktop Support Services includes IT support via email, phone, and remote login, Patch Management and remote support. On-site visits are not included and will be charged separately.

Unless otherwise stated, the initial contract term for Desktop Support Services is 36 months, automatically renewing for subsequent 36-month terms unless written notice of non-renewal is given at least 12 months before the then-current contracted term.

Standard payment terms are monthly in advance via Direct Debit, cleared on or before the first of each month. Failure to pay will result in service suspension. BSS reserves the right to apply an annual CPI-linked price increase with 3 months' notice.

The migration fee quoted is due before migration begins. Migration will not commence until funds have cleared.

3

Microsoft Office 365 Migration and OneDrive Integration

We will assist in migrating your data and systems to Microsoft Office 365 and integrating with OneDrive. We cannot guarantee that all existing data, program settings, and configurations can be preserved.

We will not be responsible for any loss or corruption of data or systems which may occur during the migration process.

The migration fee quoted is due before the migration process begins. Migration will not commence until funds have cleared.

4

Software Licensing

Software Licensing is not included in the Desktop Support Service fee. We are part of the Microsoft Partner reseller programme and can provide software licences from Microsoft and other partners.

While software and tools can enhance system efficiency and security, we do not guarantee that they will prevent all potential security threats or system failures.

You may not copy, reverse engineer, decompile or disassemble any software we provide unless expressly permitted by this Agreement or applicable law.

As a result of using our procurement service, you acknowledge that we may receive a commission from software providers.

5

Other Services and IT Consultancy

Any other Service or IT Consultancy agreed upon will be based on a scope and timeframe agreed upon during discovery. Consultancy can be purchased in full days only.

Travel and expenses are not included in the daily rate and will be reimbursed separately.

If Consultancy Services have not been paid on time, service may be suspended until payment is received. We reserve the right to charge interest for late payment.

6

Additional Fees and Services

All additional fees and services are subject to availability and fall under these agreed terms.

ServiceFee
Support Engineer Site Visit£750 + VAT
Out of Hours Support£150 + VAT per Hour
In Hours Additional Support£50 + VAT per Hour

Payment for all Additional fees and services is to be made in advance.

Once agreed, all Ad Hoc works/quotations/hardware must be paid for in advance in full. Any subsequent cancellation will not remove liability for payment.

Any amendment to a site visit date/time must be communicated 48 hours in advance. Failure to do so will result in a site visit cancellation fee.

7

Customer Obligations

You warrant that you are acting in the course of business and have full authority to enter into this agreement.

You will make prompt payment for all services and comply with all applicable laws and partner terms and conditions.

You will cooperate with us for the reasonable investigation of service outages, security problems, and any suspected breach of the Agreement.

You are responsible for keeping your account permissions, billing, and other account information up to date.

You will ensure end users are properly trained to use equipment and/or software provided and have data security training at a relevant level.

If you use software not provided by Black Sheep Support, you warrant that you have the legal right to use it.

8

Data Privacy and Call Recording

Your agreement to our terms includes consent to communication via email, postal mail, and telephone for providing services, marketing, and relevant updates. You can update your preferences by calling 0800 0116431 or emailing data.controller@blacksheepsupport.co.uk.

We will not pass information to third parties other than the business suppliers you are contracted with or have chosen to obtain services from.

We will record all telephone calls for legitimate business purposes. All calls are encrypted for security. Records are kept for seven years.

Each party must keep the other's confidential information secure and may only disclose it to employees who need it to fulfil their obligations under this Agreement, or as required by law.

9

Limitation of Liability

Important

We do not promise that the Services will be uninterrupted, error-free, or completely secure. There are risks inherent in Internet connectivity.

You are solely responsible for the suitability of the services chosen. We disclaim all warranties not expressly stated in the Agreement, to the maximum extent permitted by law.

We do not have knowledge of the data you store within your systems. You are responsible for taking all reasonable steps to mitigate risks, including data loss.

Black Sheep Support is not responsible for unauthorised access to your data unless it results from our failure to meet our obligations.

Subject to clause 10.9: (a) We shall not be liable for any loss of profit or indirect/consequential loss; and (b) Our total liability to you shall in no circumstances exceed £1,000 (one thousand pounds sterling).

Nothing in these Terms limits or excludes liability for death or personal injury caused by our negligence, fraud, or anything that cannot be excluded by law.

10

Force Majeure

Neither party will be in breach of the Agreement if the failure to perform is due to an event beyond reasonable control, such as power grid failure, Internet failure, natural disaster, war, riot, epidemic, strikes, terrorism, or other events of a magnitude for which precautions are not generally taken in the industry.

11

Indemnification

Important

If we or our affiliates or employees are faced with a legal claim arising out of your actual or alleged negligence, breach of law, failure to meet security obligations, or breach of your agreement with your end users, you will pay the cost of defending the claim (including reasonable legal fees) and any damages award.

You must comply with our reasonable requests for assistance in the defence of the claim.

12

Intellectual Property

All trademarks, service marks and other intellectual property rights are the property of their respective owners, including Black Sheep Support Limited.

You agree not to take any action to jeopardise, limit, or interfere with any of our or a third party's intellectual property rights.

Documents, market insights, reports, supplier or pricing information supplied to you remain owned by us or our licensors.

13

Publicity

You agree that we may publicly disclose that we are providing Services to you and may use your name and logo to identify you as our Customer in promotional materials. We will not use your name or logo in a manner that suggests an endorsement or affiliation.

14

Promotional Offers & Free Trials

From time to time, we may operate promotional offers including vouchers. The refer-a-friend offer is limited to 10 referrals of £50 per successful referral (maximum £500 per referring business), distributed once the new Customer has paid their first invoice.

Free trials automatically convert to our standard contract rate and duration at conclusion unless you provide at least 7 days' notice before the trial end date.

15

Cancellation

Important

If a supply contract is cancelled or terminated, or the Customer breaches their obligations, a Cancellation Fee immediately becomes due.

The Cancellation Fee is the greater of: (a) all payments due for the remainder of the contract term plus any unpaid fees or interest plus VAT; or (b) £750 plus VAT.

If triggered by non-payment, the cancellation fee also includes statutory interest at 8% above the Bank of England base rate from the date of the first unpaid invoice.

The Customer shall pay the Cancellation Fee within 30 days of the invoice. Time for payment shall be of the essence.

The Customer agrees the Cancellation Fee is reasonable and proportionate to protect BSS's legitimate business interest.

16

Termination

Important

You may terminate the Agreement at any time. We may terminate following any event that gives rise to a Cancellation or breach of customer obligations.

Termination does not affect rights, remedies, obligations, or liabilities accrued up to the date of termination.

Where termination is at the Customer's request, a cancellation fee will be charged as outlined in section 15.

17

General

The Parties are independent businesses and are not partners or employer/employee.

You will not assign any of your rights under these Terms without our prior written consent. BSS may transfer, assign or sub-contract these Terms or any of its rights or obligations at any time.

These Terms and our Agreement are governed by and construed in accordance with the laws of England and Wales. Both Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

In the unlikely case you need to make a complaint, contact your account manager or email complaints@blacksheepsupport.co.uk.

Complaints & Contact

In the unlikely case you need to make a complaint, contact your account manager or reach us at:

complaints@blacksheepsupport.co.uk

Black Sheep Support Limited · Company No. 15046937 · VAT registered · Governed by the laws of England and Wales