Terms and Conditions

This agreement sets out the terms and conditions governing the supply of Our services, whether provided under a contract or as one-off orders.

This agreement is governed by and shall be construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with this agreement.

Service Categories:

Group 1 – Both components ‘General’ and ‘Schedule 1’ of these Terms and Conditions apply to contracts containing services of any of the following categories:

Microsoft 365: Provision of Microsoft 365 licensing, together with Our associated management and support relating to those licenses and the software features they encompass.
Microsoft Azure: Provision of a Microsoft Azure solution, along with management and support related to the instance which is billed through us. This service is typically subject to variable (usage based) charges.
Web Hosting – Hosting of websites and domain names, plus management and support of websites where agreed, and associated content or platform features on servers maintained by Us or Our trusted suppliers.
IT Management: Management of software and infrastructure, as defined. This typically includes patch management, monitoring where needed, and device management for endpoints.
Cyber Security and Certification: Deployment, licensing, monitoring, and management of endpoint protection software, including antivirus, Detection and Response, Training, Certification and related products.
Professional Services: Our reactive telephone and email support (and on-site engineering where agreed) for IT hardware, software, configuration changes and/or solutions which are not otherwise covered by a separate service.

Group 2 – Both components ‘General’ and ‘Schedule 2’ of these Terms and Conditions apply to contracts containing services of any of the following categories:

Telephony: Enables VoIP telephony, including the provision and support of VoIP platform licenses, call packages, and telephone number rentals.
Broadband: Installation, delivery, ongoing management, and technical support of a digital broadband internet connection.
Leased Line: A high-priority connectivity service involving the setup, management, and support of a dedicated ethernet line supplied through a third-party carrier. The relevant carrier’s service level terms apply and can be provided upon request.
Mobile: Supply, management, and support of mobile voice and data services, including SIMs, tariffs, and devices. Individual network provider terms may apply.

All components of these Terms and Conditions apply to contracts containing services falling within either or both groups. These Terms and Conditions apply to all business conducted with Us, including the provision of contracted services, one-off sales, and any additional or appended services which have been clearly agreed in writing (including by email) by an Authorised Person. Any such additions shall be deemed to form part of the contract and shall be subject to these same Terms and Conditions.

Change Control: Any change to the scope of services, service levels, or charges must be agreed in writing (email is sufficient) by both parties before it takes effect. Until such agreement is made, the existing terms and scope of services shall continue to apply.

Definitions:

Price List or Pricing: The comprehensive list of charges for standard services and out-of-package usage, available on Our website at https://reboot.it.com/price-list/
Privacy Policy: https://reboot.it.com/privacy-policy/
Trusted Partners and Suppliers: External third parties engaged by Us to support the delivery of Our services.
Authorised Person: An individual who either:
- (a) holds authority by virtue of their position within the client organisation (such as a Director listed on Companies House, business owner, or partner), or
- (b) has been expressly granted authority to act on behalf of the client by an authorised signatory, Director, or owner/partner. Such authority may be evidenced in writing, including by email, or reasonably inferred from the individual’s role or prior dealings.
Customer Service Agreement: A formal document outlining the scope of services provided to the Customer. This document, in addition to the included Terms and Conditions, serves as a legally binding contract.
Out-of-Package Usage: Any usage or service consumption that exceeds the limits of the Customer’s agreed package, and which is subject to additional charges as outlined in the applicable price list.
Incident Reporting: The process by which the Customer notifies Our support team of any service-related issues or incidents, using the published contact channels.
Working Hours: Our standard business hours, as published on Our website, at https://reboot.it.com/
Management: The ongoing maintenance, monitoring, and administration of services, systems, and licences as provided under this agreement, on a best endeavours basis.
Service Levels: Where applicable, service levels and target response/resolution times are defined within the Service Level Agreement at https://reboot.it.com/service-level-agreement. In the absence of an explicit SLA, We will act on a best endeavours basis.
Support: Reactive assistance provided to address faults, issues, or queries relating to the services, delivered on a best endeavours basis.
“We”, “Us”, “Our”: Refers to REBOOT IT MSP LTD, the service provider, including its employees, agents, and authorised subcontractors.
“You”, “Your”, “Customer”: Refers to the organisation or legal entity purchasing or receiving services under this agreement, including its employees and authorised representatives.

General

Service Description: All items (listed services, solutions, or products) with associated monthly recurring charges (or the provision of items with one-off charges) are described in this document as a “Service”. A Service is provided by Us to You with agreement to the terms and conditions described herein. This document also governs the supply of hardware and equipment (terms used interchangeably) which may be required to supply a Service or (in the case of installation, delivery, preparation) considered as a Service itself. We commit to delivering all Services with the professionalism and expertise expected of a reliable IT, telecommunications, and connectivity provider.
Equipment Installation and Access: We may need to install equipment on Your premises to deliver a service. You are responsible for ensuring suitable conditions, including a continuous mains electricity supply and necessary connection points, at Your own expense where required by Our equipment.
1. Premises Preparation: You must prepare Your premises according to Our instructions before installation. After We complete Our work, You are responsible for restoring Your premises and undertaking any necessary redecoration.
2. Access to Premises: Our engineers, contractors, or suppliers may access Your premises to install, inspect, maintain, or remove Our equipment. You agree to provide timely access as required.
3. Health and Safety: Both parties shall comply with all applicable Health and Safety laws and regulations in force in the United Kingdom, including the Health and Safety at Work etc. Act 1974.
  1. Where services require attendance at the Your premises, You shall ensure that a safe and suitable working environment is provided, including safe access to relevant equipment, systems, or areas. Any known hazards must be disclosed to Us in advance.
  2. We reserve the right to refuse, postpone, or suspend any work at the Your site if, in its reasonable opinion, conditions pose a risk to the health or safety of Our representatives or contractors.
  3. You agree to provide the Our representatives with any necessary site inductions or safety briefings prior to commencement of work, where applicable.
  4. You must ensure Our representatives’ safety while on Your premises and protect Our equipment from damage at all times.
4. Permission to Install: The Customer must obtain and inform Us of any required permissions from third parties for site access or equipment installation before work begins.
5. Missed or Cancelled Visits: Charges for additional visits due to missed appointments, Health and Safety concerns or unprepared premises will apply as per Our Price List.
Equipment Maintenance and Management: You are responsible for the maintenance and management of any equipment that is not covered by an active maintenance and/or management service as listed in Your Customer Service Agreement. This includes equipment supplied by us, or equipment sourced elsewhere which is otherwise connected to or associated with Our managed infrastructure. It may sometimes be necessary to replace equipment sourced elsewhere before bringing it into Our management or to enable a related service. If this is required, We will notify You and provide suitable recommendations.
1. Managed Equipment: Our management services are typically delivered remotely with minimal visits to site. Site visits are chargeable per Our price list. You must permit Us to maintain secure remote access to managed equipment, either via an internet connection provided by Us or through a suitably secure alternative. You are responsible for keeping any managed equipment physically safe and secure and for promptly reporting any issues to Us. You may not alter, or permit others to alter, the configuration or hardware of managed equipment without Our prior written consent. We are not liable for failures or breaches affecting managed equipment but will act on a best endeavours basis to resolve any issues reported.
2. Unmanaged Equipment: You acknowledge and agree that We are not liable for any issues arising from unmanaged hardware or equipment, including but not limited to security vulnerabilities or loss of functionality, and when these might impact an active service. We strongly recommend that all applicable hardware connected to or associated with Our managed infrastructure is covered by an appropriate maintenance and management service, and We will offer such a package whenever supplying applicable equipment. Upon written request, We may permit You or an authorised third party to manage, update, configure, or otherwise interact with such hardware at Your own risk.
Equipment Ownership: Title for hardware and equipment supplied is passed to you, once paid in full, unless supplied under a rental, hire, or loan agreement. Until title passes, You shall store such goods separately, keep them in good condition, and not remove, alter, or obscure any identifying marks. Rented, hired, or loaned equipment will be marked as such in the Customer Service Agreement and remains Our property at all times. Such items must be returned to Us immediately upon contract or associated service termination at Your own expense and risk. Any rented, hired, or loaned equipment not returned within 14 days of termination must be paid for immediately as if new.
1. Retention of Title and Risk: Risk in any equipment or goods supplied under this agreement passes to You upon delivery.
2. Damaged Equipment (owned): If equipment You own becomes damaged for any reason not usually covered by a manufacturer’s warranty, You must replace it at Your own expense. We may charge to appropriately configure the replacement equipment and cannot cancel or pause associated services whilst any equipment is out of use.
3. Damaged Equipment (rental, hire, or loan): Hardware and equipment will be considered damaged if it has lost any part of its original functionality, or cosmetically degraded beyond standard usage marks. If equipment rented, hired, or loaned is damaged whilst in Your possession You must replace it at Your own expense unless rented under the Hardware-as-a-service (HWaaS) scheme (see clause 4.4). If equipment cannot be replaced with an identical unit, You will be liable to pay for the item as listed in Our price list (or industry standard rate if not defined). We may charge to appropriately configure the replacement equipment and cannot cancel or pause associated services whilst any equipment is out of use.
4. Hardware-as-a-Service (HWaaS): We offer a HWaaS rental scheme which includes replacement of any equipment rented under the scheme where damaged beyond reasonable use, including when caused by an end user, for the duration of the associated service or contract. Hardware replacements are also offered when an upgraded model becomes available. We will only replace hardware that is returned with a valid and legible serial number and reserve the right to decline replacements at Our discretion if We deem a request to be unreasonable, illegitimate, or have reason to believe that damage has been caused intentionally. To request hardware replacement, You must first complete standard troubleshooting with a member of Our support team. Hardware replacement will only be offered if We can confirm a fault. Hardware rented under the HWaaS model must be returned to Our office at Your expense if the associated service or contract is terminated, or when a replacement unit has arrived. This clause only applies to hardware items labelled ‘HWaaS Rental’ in the Customer Service Agreement.
5. Warranty Claims: If any supplied hardware or equipment fails for a reason usually covered by a manufacturer’s warranty, We will manage the warranty request and replacement activity, where covered, on Your behalf. You may need to organise transport of the equipment to and from Our office at Your own risk and expense. Unless stated, We do not offer any warranty or guarantee of Our own.
Relocation and Transfer: You must not relocate or transfer a service or associated equipment (besides that which is portable by nature, such as a laptop or mobile phone, and not tied to an address bound service) to a different site or location without Our prior written consent. If relocation is required, You must coordinate with Us to ensure the continued provision of the service. Additional charges may apply for relocation or reconfiguration, as specified in Our price list.
1. Transfer of Ownership: If You sell or transfer ownership of Your premises or managed equipment, You must notify Us promptly to arrange the transfer of associated services or termination, as appropriate.
2. Transfer of Contract: A contract may not be transferred to another individual or business without Our express written consent.
Invoicing, Fees and Charges: Fees and charges for Our standard services, including installation, configuration, and maintenance, are outlined in Our price list. These fees may be subject to change with prior notice. Your Customer Service Agreement (or other written agreement in the case of one-off orders) contains all standard one-off or recurring charges which may or may not include stated discounts or surcharges.
1. Service and one-off Charges: You must pay the recurring charges set out in Your Customer Service Agreement per clause 6.3 until the contract is terminated per section 8. Any one-off charges contained within Your Customer Service Agreement, or agreed otherwise in writing, may be invoiced at Our discretion, or as stated in the agreement and must also be paid. Service charges will continue during periods of fault, inactivity, or disconnection for any reason, including service suspension, and must be paid.
2. Additional Charges: Additional charges may be added to Your invoice if agreed in writing beforehand, for out-of-package usage of Our services at the rates detailed in Our price list, or if raised by Our suppliers for reasons necessary to deliver a service or repair a fault. These must be paid with the associated service charges.
3. Billing and Payment: Invoices will be issued according to the agreed billing cycle. These are usually sent via email to the billing address You have provided. Payments for fixed services are typically taken in advance, at the start of each month, whilst one-off payments for hardware and equipment are usually included on the invoice following delivery or installation. Usage based charges including out of package call charges are invoiced at the start of the following month. Full payment is due within 14 days of invoice receipt unless stated otherwise and shall be made via Direct Debit or bank transfer in pounds sterling to the bank account details on the invoice. Direct Debit mandates are offered upon contract execution and are available on request.
4. Late or Missing Payment: Late payment of invoice fees or charges may result in service suspension or contract termination per section 8. You may also incur late payment fees, as specified in Our price list. A seven-day grace period will be offered along with email notification of late payment, during which any outstanding payments must be made in full (or an agreement made to Our satisfaction) to avoid contract termination. Repeated late payments may be subject to immediate termination without a grace period.
5. Interest and Legal Fees: If You fail to pay an invoice by its due date, interest will accrue at a rate of 8% above the Bank of England Base Rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended by the Late Payment of Commercial Debts Regulations 2002 and any subsequent amendments. This interest rate applies to all Customers. You shall bear all costs incurred by Us for pre- and post-litigation recovery of any outstanding debt, including but not limited to fixed court fees and associated costs.
6. Billing Support: If You need any help understanding an invoice, accessing prior invoices, making a payment, or wish to query a charge received, You may contact Us for support via email at billing@reboot.it.com or Our advertised telephone number. Any invoice or charge disputes must be raised within 60 days of the invoice date.
Pricing & Increases: This section outlines how We set, review, and update the prices of Our services. It explains when and how We may increase charges, how You’ll be notified, and what rights You have if pricing changes impact You significantly.
1. Our current standard prices are published on Our Price List and may be updated from time to time. The Price List applies to all services unless otherwise expressly agreed in the Customer Service Agreement.
2. We reserve the right to change the prices of Our services at any time, including (but not limited to) increases resulting from supplier cost changes, inflation, market conditions, regulatory changes, or changes to the scope or nature of the services provided.
3. Where a pricing change affects a contracted or recurring service, We will provide You with not less than 30 days’ written notice before the new pricing takes effect. If the pricing change is to Your significant detriment, You may exercise Your right to terminate the affected service in accordance with clause 8.6.1.
4. For usage-based or consumption-based services (such as Microsoft Azure or Out-of-Package usage), pricing may vary without notice in line with changes from Our suppliers. The most up-to-date pricing will be reflected in Your invoice or statement.
5. Promotional or discounted pricing is only valid for the period stated at the time of the offer and may revert to standard pricing thereafter unless otherwise agreed in writing.
6. Where charges are varied under this clause, the updated charges shall be deemed to replace those stated in the Customer Service Agreement and shall take precedence over them.
Contract Termination: All contracts and associated payment agreements remain active and in effect until terminated per these terms. To initiate termination, You must send a written termination request to Our registered office address or via email to billing@reboot.it.com, as outlined in section 16. We will acknowledge receipt of Your termination request within 3 business days and confirm the effective termination date.
1. Termination by the Customer:
  1. Termination for Convenience: You may terminate this agreement, or any individual service within it, by providing Us with not less than 30 days’ written notice. Termination will take effect at the end of the notice period unless otherwise agreed.
  2. Early Termination Charges: If You terminate a contract or service before the end of its agreed minimum term, Early Termination Charges may apply in accordance with clause 8.4, and the consequences outlined in clause 8.5 shall also apply.
  3. Termination for Breach by Us: You may terminate this agreement, or a specific service, without incurring Early Termination Charges if We commit a material breach of this agreement or the applicable Customer Service Agreement (including repeated or serious failure to meet defined Service Levels), and fail to remedy that breach within 30 days of receiving written notice from You requiring Us to do so.
  4. Extended Remedy Period: If the breach is capable of remedy but reasonably requires more than 30 days, You may agree in writing to an extended remedy period, provided that We are acting in good faith and making reasonable efforts to resolve the issue.
2. Termination by the Provider: We may terminate an entire contract, agreement, or individual service within a contract immediately by giving written notice if any of the following points are true:
  1. Non-Payment: You fail to make payment within 14 days of the due date.
  2. Material Breach by You: You materially breach any of its terms and fail to remedy that breach within 30 days of written notice from Us requiring You to do so.
  3. Insolvency or Bankruptcy: You become insolvent, enter administration, or are declared bankrupt, or if We reasonably believe such events are imminent.
  4. Service Withdrawal: We are no longer able to provide that service due to factors beyond Our reasonable control.
  5. Legal or Regulatory Compliance: Continuing to provide the services would place Us in breach of any applicable laws, regulations, or industry obligations.
3. Mutual Termination: Both parties may mutually agree in writing to terminate a contract or individual service at any time. In such cases, the terms of termination, including any applicable fees or charges, will be mutually agreed upon and documented.
4. Early Termination Charges (ETCs): Early Termination Charges (ETCs) may apply if You terminate an entire contract or any individual service before the end of an agreed minimum commitment period as specified in the Customer Service Agreement Minimum Contract Term box or service-specific minimum commitment (Min. Term) box. The full contract length applies to all services where a service-specific minimum commitment is not defined. ETCs may also apply if We terminate a contract for any reason listed in clause 8.2. These charges will be calculated based on the remaining months of the contract and any outstanding fees for services already rendered. No charges will be applied to services beyond a minimum commitment term. Details of ETCs can be found within Our price list.
5. Implications of Termination: Upon termination of a contract or individual service for any reason:
  1. You must immediately pay all outstanding invoices up to the date of termination, including any applicable ETCs and cease charges.
  2. You must return any rented, hired, or loaned equipment to Us at Your risk and expense, ensuring it is in good working condition. If the equipment is damaged or not returned, You will be liable for the cost of replacement as per section 4.3.
  3. We will cease to provide the associated services, and any related data or configurations may be irretrievably deleted from Our systems.
  4. You must be prepared to immediately transfer away or takeover any services which You would like to maintain to avoid losing data or registrations held with us, including but not limited to emails, domain registrations, telephone numbers, and call recordings. Continuation of services may be arranged in advance of termination per clause 8.7.
  5. In the case of individual service termination, any remaining services will remain active and in effect. This includes cases in which a remaining service is rendered ineffective or non-functional due to a separate service termination. ETCs will apply to the termination of any services within their minimum commitment term.
6. Material Changes & Change of Ownership: This section explains what happens if We make important changes to this agreement or if Our company changes ownership or becomes insolvent. It covers how We’ll let You know, Your right to end the contract, and how We’ll try to keep services running smoothly during any changes.
  1. You have the right to terminate a contract, or any affected service within it, without penalty if We make any material changes to the terms of the contract that are to Your significant detriment. This includes changes made under section 24 (Changes to Terms) and clause 7.3 (Pricing & Increases).
    To exercise this right, You must give Us written notice within 30 days of being notified of the change.
    If You wish to request changes to a service, We may ask You to confirm this in writing or sign a revised agreement.
  2. We reserve the right to assign, transfer, or novate this Agreement, in whole or in part, including any Services, to any third party in the event of a sale, merger, or other change of ownership of Our business or assets. We will notify You in writing as soon as reasonably practicable.
  3. In the event that We become insolvent, enter into administration, receivership, liquidation, or bankruptcy, or if such events are reasonably imminent, You acknowledge that Your contract and any associated obligations may be assigned or transferred to a third party. We will endeavour to notify You promptly of any such changes.
  4. Termination rights under clauses 8.1 and 8.2 shall apply in the event of Your insolvency, administration, or bankruptcy as if such events constituted a material breach.
  5. We shall use reasonable endeavours to ensure continuity of Services during any such transition but cannot guarantee uninterrupted service if control or ownership of the Provider changes.
  6. If there is a relevant transfer of undertaking as defined under TUPE (Transfer of Undertakings (Protection of Employment) Regulations 2006), the parties agree to comply with their respective obligations under TUPE. Neither party shall be liable for any claims, costs, or liabilities arising from the transfer of employees or service providers in connection with the transfer of this Agreement or the Services
7. Service Continuity: If You request termination but wish to continue receiving any Services, We will cooperate with You to facilitate a smooth transition either to a new provider or under a revised agreement, where reasonably practicable. Any such arrangements will require mutual agreement and may be subject to additional fees.
8. Provider Transfer, Migration & Porting: We will not obstruct or delay Your migration of Services and associated registrations to another provider. Upon giving written notice and receiving Our confirmation of receipt, You must instruct Your new provider to initiate the transfer of Services at or before the expiry of the 30-day notice period. It is Your responsibility to ensure that the gaining provider completes the transfer within 30 days following the end of the notice period. The gaining provider bears responsibility for placing and managing all necessary orders to migrate, port, or transfer Services. You will be liable for any charges levied by the new provider in connection with this process. We accept no liability for any costs or losses incurred, including any fees passed on to You by Our suppliers. We will provide reasonable assistance where possible but are not responsible for supplying specific details required for transfer orders.
9. Migration, Porting & Cease Fees: We reserve the right to charge reasonable fees for the migration, porting, or cessation of Services, which cover the costs associated with these processes. Any such fees will be set out in Our current Price List. You acknowledge that such fees may apply whether You or We initiate the termination or transfer of Services.
10. Renewal: Unless terminated in accordance with this agreement, each contracted service shall automatically renew for successive 12-month terms at the end of the initial minimum term, and at the end of each renewal term thereafter. Either party may prevent renewal by giving not less than 30 days’ written notice prior to the end of the then-current term.
  Charges during any renewal term shall be at Our then-current rates as set out in the Price List, unless otherwise agreed in writing.
Guarantor Liability: By entering into a contract, the signatories agree to act as guarantors for the obligations of the Customer. As guarantors, You are jointly and severally liable for any debts, fees, or charges incurred under the contract.
1. Liability in Case of Insolvency: In the event of the Customer’s insolvency, bankruptcy, or any proceedings commenced relating to the Customer’s insolvency or bankruptcy, the guarantors will be liable for all outstanding amounts due under a contract. This includes, but is not limited to, any unpaid invoices, early termination charges, and costs associated with the return or replacement of rented, hired, or loaned equipment.
2. Notification of Changes: Guarantors must promptly notify Us of any changes to their financial circumstances that may affect their ability to fulfil their obligations under a contract. Failure to do so may result in immediate action to secure outstanding debts.
3. Extent of Liability: The liability of the guarantors is not limited to the duration of a contract term but extends to any and all obligations incurred during the contract period. This includes any extensions, renewals, or amendments to the contract.
4. Guarantor Termination: Guarantors may not terminate their obligations under this contract without Our prior written consent. Any such consent will only be granted if a suitable replacement guarantor is provided, or the Customer’s financial standing is deemed satisfactory by us.
Indemnity and Liability Limitation: Where a service is used for business purposes, You agree to indemnify Us against any claims or legal actions brought by third parties that arise from faults in a service or their inability to access or use it. We shall not be liable to You or any third parties connected to You for any delays, malfunctions, suspensions, or interruptions in service resulting from:
- events of force majeure or other circumstances beyond Our reasonable control;
- unauthorised tampering, interference, or modifications to services or equipment by You or third parties;
- Your failure to comply with service access, usage conditions, or compatibility requirements;
- faults arising from Your use of unsuitable, misconfigured, or malfunctioning devices, equipment, or software;
- connectivity issues caused by third-party networks or infrastructure not under Our control;
1. Unforeseeable Losses: We shall not be liable for any loss that could not reasonably have been foreseen, including without limitation; loss of business, profit, revenue, anticipated savings, wasted expenditure, or data.
2. Equipment Control: We do not accept responsibility for service disruptions caused by routing or switching errors within public networks, including instances where data is delivered to the wrong destination.
3. Service Configuration: We shall not be liable for faults arising from incorrect or unsuitable configuration by You, or faults stemming from any part of a network not under Our control, including third-party infrastructure.
4. Network Disruptions: We accept no liability for service failure due to electrical, telephone, or internet outages on national or international lines that are beyond Our control.
5. Third-Party Platforms and Networks: Certain services depend on third-party platforms, applications, or carrier networks (including, without limitation, Microsoft 365, Microsoft Azure, and telecommunications providers). You acknowledge that:
  - (a) the availability and performance of such services are subject to the terms, conditions, and service levels of those third parties;
  - (b) We are not responsible for outages, errors, interruptions, or changes arising from those third-party services; and
  - (c) where applicable, the relevant third-party service terms and service levels shall apply in addition to these Terms and Conditions
6. Force Majeure: We shall not be held liable for any delay or failure to perform Our obligations under this agreement where such delay or failure results from events beyond Our reasonable control. This includes, but is not limited to:
  • acts of God, natural disasters, fire, flood, extreme weather;
  • epidemic, pandemic, or public health emergency;
  • war, terrorism or civil unrest;
  • strikes or industrial disputes (excluding Our staff);
  • failures of internet, telecommunications, power or infrastructure providers;
  • acts of government, public authority, legal or regulatory changes.
  In such circumstances, Our affected obligations shall be suspended for the duration of the event. We will use reasonable endeavours to minimise the impact and resume normal service as soon as reasonably practicable.
7. Network Security: You acknowledge that internet-connected systems are inherently vulnerable to third-party access. You agree to indemnify Us against any damage or liability resulting from security breaches or unauthorised access that occur through Your network, systems, or equipment. If We detect an intrusion using lawful access data, We may suspend the affected service until You resolve the issue.
8. Health and Safety Liability: You shall indemnify and hold Us harmless against any claims, losses, damages, or expenses arising from injury to Our representatives or damage to Our property caused by Your failure to provide a safe working environment or to comply with applicable health and safety laws and regulations.
9. Financial Liability Limitation: Our total liability for any single claim shall not exceed £2,000. Our cumulative liability for any series of related claims in a 24-month period shall not exceed £8,000.
10. Negligence and Liability Limitations: Except in cases of death or personal injury caused by Our negligence (or that of Our representatives), We shall not be liable for any loss or damage arising from any act or omission amounting to negligence. For the avoidance of doubt, We accept no liability for any indirect or consequential loss resulting from negligence, save where such limitation is not permitted by law.
Insurance: We maintain Employers, Public and Professional Liability insurance appropriate to Our business operations and in compliance with applicable laws.
1. Upon Your written request, We will provide evidence of Our insurance policies, including certificates or broker verification.
2. You shall notify Us immediately if You become aware of any circumstances that may affect the validity or adequacy of Our insurance cover.
3. You are responsible for maintaining appropriate insurance to cover Your own risks and liabilities under this agreement.
4. If You fail to maintain any insurance required under this agreement or otherwise expose Us to increased risk, We reserve the right to arrange suitable insurance coverage on Your behalf. You agree to reimburse Us for any costs, premiums, or expenses incurred in securing this insurance within 14 days of receiving an invoice.
Confidentiality:
1. Each party shall keep confidential all information disclosed by the other party that is marked or otherwise identified as confidential, or which by its nature would reasonably be considered confidential (“Confidential Information”).
2. Neither party shall disclose Confidential Information to any third party except to its employees, representatives, or Trusted Partners and Suppliers who have a need to know for the performance of this agreement and are bound by equivalent confidentiality obligations.
3. Confidentiality obligations shall not apply to information that:
  - (a) is or becomes public through no fault of the receiving party;
  - (b) is lawfully obtained from a third party free of duty of confidentiality; or
  - (c) was already known by the receiving party without restriction before disclosure
4. These obligations shall survive termination of this agreement for a period of five (5) years.
Fraud and Misrepresentation: Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
Taxes: All charges are exclusive of VAT and any other applicable taxes, which shall be payable by You in addition to the charges.
No Set-Off: You shall make all payments due under this agreement in full without deduction or withholding, and You shall not be entitled to assert any credit, set-off, or counterclaim against amounts due, except where required by law or agreed by Us in writing.
Notices and Written Requests: Any notice under this agreement shall be in writing and delivered by hand, sent by pre-paid first-class tracked/signed-for post, or by email to the address or email specified in the Customer Service Agreement (or such other address as may be notified in writing).
Notices shall be deemed received:
- (a) if delivered by hand, with proof of delivery;
- (b) if sent by post, on the day of confirmed delivery as per the courier tracking;
- (c) if sent by email, at the time of transmission if sent during Working Hours, or at 9:00am on the next business day if sent outside Working Hours.
Order of Precedence: In the event of any conflict or inconsistency between documents, the following order of precedence shall apply (highest first):
(a) the Customer Service Agreement;
(b) any applicable Service Level Agreement;
(c) these Terms and Conditions;
(d) the Price List
For clarity:
- Charges stated in the Customer Service Agreement apply unless varied in accordance with section 7.
- The Price List applies in respect of all other charges not expressly set out in the Customer Service Agreement, including Out-of-Package Usage and one-off services.
Intellectual Property:
1. Each party retains ownership of any intellectual property rights it held before the commencement of this agreement.
2. Any configurations, scripts, documentation, or other deliverables created by Us in the course of providing services shall remain Our property, unless expressly assigned to You in writing.
3. Any licences supplied under this agreement remain subject to the terms of the relevant vendor.
Non-Solicitation of Staff:
1. You shall not, without Our prior written consent, directly or indirectly solicit or employ any of Our employees or representatives involved in the performance of this agreement during its term or for a period of six (6) months thereafter.
2. If You breach this clause, You agree to pay Us by way of liquidated damages a sum equal to 25% of the employee’s or representative’s annual remuneration at the time of the breach.
Faults and Compensation: We do not guarantee any fault free services as it is impractical to do so. We do however aim to minimise fault occurrences and endeavour to resolve service failures promptly. Any faults must be reported to Us via email to support@reboot.it.com or telephone call to Our advertised office number as soon as reasonably possible upon discovery. We will commit Our best reasonable efforts to the prompt resolution of any faults in order of priority, which will be established by Us given an understanding of business impact.
1. Service Faults: If Our service is faulty in such a way that its nature differs from that which was originally provided or agreed, and You have not been notified in advance of a relevant change, We will rectify the issue or compensate according to clause 20.2. If, however, a fault is present due to any factors outside of Our control (including but not limited to end user damage, unauthorised access, and wear and tear of out-of-warranty equipment), We may charge for repair or replacement per Our price list or quote separately.
2. Compensation: We will deliver all services with the professionalism and expertise expected of a reliable IT, telecommunications, and connectivity provider. This includes timely fault resolution and support, where applicable. If We fail to do this, compensation will be offered only if the failure is result of Our negligence. Compensation may include a credit (or partial credit) of that which was paid for only the affected services for the duration in which they were affected. The duration of the failure will be considered to start from the moment You made Us aware of an issue, to the moment it was resolved, or an agreement otherwise made to satisfy resolution.
3. Service Disruptions: We may occasionally need to disrupt a service, including broadband and telephony services, for operational reasons or because of an emergency. These reasons may include but are not limited to both planned and unplanned maintenance. If We do disrupt a service, We will restore it as soon as reasonably possible.
Incident Reporting & Support: You must promptly report any issues or incidents affecting any services to Our support team via the advertised contact methods. These include Our advertised telephone number and email address.
1. Helpdesk Service: We provide a helpdesk service for incident reporting and resolution, committed to providing prompt, appropriately prioritised responses during working hours.
2. Emergency Service: We provide a limited out-of-hours emergency service at Our discretion, unless otherwise specified in Your Customer Service Agreement.
3. Incident Resolution: We make best endeavours to fully resolve the root cause of any incident raised to us. Resolutions will be offered timely fashion where practical and associated with any active services. Transparent communication will be maintained throughout the incident resolution process.
4. Support Levels: The level of support received may be dependent on Your active services, as stated in Your Customer Service Agreement. You are not entitled to day-to-day end-user support outside of that which is directly associated with the upkeep of any managed services if Your Customer Service Agreement does not contain a suitable end-user support package. We may always provide limited support at Our own discretion.
5. Managed Service Requests: You may ask Us to make configuration changes or make other queries relating to managed services. Such requests should be made to the support team as above and will be responded to and actioned with Our best endeavours.
Online Accounts: Many of Our services provide You with access to an online account. Online accounts may be used to access emails, phone systems, data, and service configurations amongst other purposes.
1. Account Security: You must keep and protect all user account credentials with the utmost diligence, ensuring these remain secure and never sharing with unauthorised users. Do not enter Your credentials into shared devices or insecure systems and never store in plain text.
2. Responsibility: You are directly and exclusively responsible for any damage that Your improper use of, access to, or sharing of online accounts may cause to You, us, Our partners, or to other third parties. You must let Us know immediately if You have any reason to believe that Your credentials or account have been compromised.
Personal Information Storage and Processing: You acknowledge and consent to Our collection, storage, and processing of Your personal data, as well as that of any employees or business stakeholders who use Our services or interact with Us, in accordance with Our Privacy Policy. The Privacy Policy sets out how We handle personal data, including its use for marketing, service delivery, and improvement purposes. Should You wish to opt out of marketing communications, please notify Us by email at marketing@reboot.it.com.
We process personal data in compliance with the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR). Your personal data will only be shared with Trusted Partners and Suppliers as necessary to provide the contracted services, unless otherwise required by law
1. Call Recording: We may occasionally monitor, and record calls made to or by Us relating to customer services. We do this for training purposes and to improve the quality of Our customer services, including complaint handling.
2. Data Processing on Behalf of the Customer
  1. Where We process personal data belonging to Your clients, employees, or end users (“Data Subjects”) in the course of providing services, We act as a data processor and You remain the data controller.
  2. We shall process such personal data only on Your documented instructions, ensure persons authorised to process the data are bound by confidentiality, and implement appropriate technical and organisational measures to protect it.
  3. We may engage Trusted Partners and Suppliers as sub-processors to support delivery of the services. We remain responsible for their performance and shall ensure equivalent data protection obligations are imposed on them.
  4. We shall notify You without undue delay after becoming aware of a personal data breach affecting Your data, and shall provide reasonable assistance to help You meet Your obligations under data protection law.
  5. Upon termination of the services, at Your choice, We shall either return or securely delete personal data processed on Your behalf, unless retention is required by law.
Changes to Terms and Conditions: This section explains how and when We may update these Terms and Conditions, and what Your rights are if those updates affect You.
1. We may update these Terms and Conditions from time to time to reflect:
  - Changes in relevant laws or regulatory requirements
  - Changes in the services We offer or how We deliver them
  - Security, operational, or administrative improvements
  - Corrections of errors or clarifications
2. Any material changes will be communicated to You in writing, or by email, or published on Our website at https://reboot.it.com/terms-conditions, at least 30 days before they take effect, unless a shorter period is required for legal or regulatory compliance.
3. If a change is considered material and to Your significant detriment, You will have the right to terminate the affected contract or service without penalty by providing written notice within 30 days of the date of notification, as per clause 8.6.1.
4. Continued use of the Services following the effective date of the updated Terms and Conditions will be deemed acceptance of the changes.
5. You are responsible for reviewing the Terms and Conditions periodically to stay informed of any updates.
Severability: If any provision of this agreement is found to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect.
No Waiver: A failure to exercise, or a delay in exercising, any right or remedy under this agreement shall not constitute a waiver of that or any other right or remedy.
Assignment and Subcontracting: We may assign or subcontract Our rights and obligations under this agreement to Trusted Partners and Suppliers, provided that We remain responsible for their performance. You may not assign this agreement without Our prior written consent, such consent not to be unreasonably withheld.
Entire Agreement: This agreement (including the Customer Service Agreement, any applicable Service Level Agreement, and the Price List) constitutes the entire agreement between the parties and supersedes all prior proposals, understandings, or representations, written or oral.
Third-Party Rights: A person who is not a party to this agreement has no rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
Complaints: Our Complaints and Dispute Resolution Policy, as published on Our website, applies to all services provided under this agreement. A copy is available at: https://reboot.it.com/complaints-policy. Raising a complaint does not affect either party’s rights or obligations under this agreement.

Schedule 1: Managed IT Services

Service Description: We provide Managed IT services as outlined in Your Customer Service Agreement. Managed IT services may include, but are not limited to, on-site server management, Microsoft 365 licensing/management, cloud hosted services, endpoint management, and endpoint security. These services aim to ensure or enhance the efficient, secure, and reliable operation of Your IT environment.
Software Installation & Configuration: You must allow Us to install and configure software as included in Your Customer Service Agreement, or where necessary to deliver services within Your Customer Service Agreement. This may include tools to enable Our remote access, monitoring, or security applications. We may need to install software on or alongside devices which were not supplied or are not otherwise managed by us, for example, remote access and/or antivirus agents on workstations which are otherwise managed by somebody else.
1. Access to Systems and Information: You must provide Us appropriate access to Your systems and information as necessary to deliver Our services. This may include administrative credentials to existing servers, workstations, networking equipment, and cloud services.
Communication: You must provide, maintain, and advocate for a suitable channel for communication between Us and all parties involved in the management or associated use of managed equipment and Our services. This will help Us to deliver Our services smoothly and ensure that You receive a consistent customer experience.
Maintenance and Monitoring: You must not interfere with the ongoing maintenance and monitoring of Your IT systems, which ensures optimal performance for appropriately covered devices through regular updates, patch management, and performance tuning where practical and applicable.
1. Configuration Changes: You are not permitted to make any changes to the configuration of servers, cloud infrastructure, or managed endpoints without prior written authorisation from us.
Security and Compliance: You must not disable or tamper with security software installed on Your endpoints, which includes antivirus, anti-malware, and firewall solutions. You must report any suspected security threats or vulnerabilities promptly and enforce Your own well-maintained policies to ensure of strong internal security and proper technology usage.
1. Data Security: We commit to maintaining appropriate data security measures in Our own environment(s) to enhance data protection, mitigating risks from unauthorised access, disclosure, alteration, and destruction when stored on or accessed from Our systems. These measures include:
  - Regular vulnerability assessments.
  - Encryption of data at rest and in transit.
  - Implementation of robust access control mechanisms including password management and multi-factor authentication.
  - Use of advanced threat detection and prevention systems.
  - Regular security updates and patch management.
2. Best Practices: In addition to the data security measures above, We commit to following industry-standard best practices to further mitigate risks when allowing Us access to Your infrastructure and data. These practices include:
  - Accessing systems and information only for professional purposes from secured devices with appropriate software and antivirus installed.
  - Never removing Your data from Your equipment for any purpose besides the delivery of services to which You have subscribed.
  - Never storing Your data beyond the period necessary to deliver Our services, facilitate account management and billing, or support section 21. Associated decisions are made in Your best interest but at Our discretion unless We receive specific instruction from You.
  - Not providing access to any unauthorised person nor sharing any privileged information without Your consent, as described in Our Privacy Policy.
Compliance: You must adhere to any specific security policies and compliance requirements We establish for Your IT environment, including cloud services, endpoints, software, and on-site servers. You must also ensure that Your staff participate in any agreed training provided by us.
Data Loss Protection: We may recommend and/or implement backup solutions to help protect Your data against unexpected loss. In the case that We do, details of any such solutions will be shared with You. You may not interfere with any established backup solutions and must adhere to any associated policies or instructions to ensure that the solution functions effectively and as planned. We are under no circumstance liable for the loss of data which is not stored on Our systems.

Schedule 2: Broadband, Connectivity and Telephony Services

Service Description and Usage: We provide Broadband, Connectivity, and Telephony (Voice-over-IP, or VoIP) services as outlined in Your Customer Service Agreement. These services enable internet access and voice communication over the internet.
1. Customer Responsibility: You are responsible for all usage of Our services, including any internet activity or calls made from Your service, regardless of whether they were made by You or another party. You are liable for all charges incurred, including out of package call charges and excess engineering charges, as detailed in Our Price List.
2. Internet Access: You acknowledge that Our VoIP services require an unrestricted internet connection with minimum 80Kbps uninterrupted available bandwidth per handset to function. Unless You are sourcing an internet connection service through Us, or otherwise contracting Us to manage a network, You are responsible for the maintenance and supply of the internet connection used to make and receive phone calls. We are not liable for any interruptions caused by internet connection outages regardless of supplier.
Compliance with Regulations: Our Telephony and VoIP services comply with all applicable UK laws and regulations, including those set by the Office of Communications (OFCOM). We are committed to ensuring Our services meet the regulatory standards required to operate within the UK.
1. Number Portability: In accordance with OFCOM regulations, You have the right to port Your phone number to another service provider. We will assist You with the porting process per clause 8.8.
2. Complaints and Dispute Resolution: We are committed to resolving any complaints or disputes in a fair and efficient manner. You can find Our complaints handling policy on Our website, which details the process for raising and resolving issues.
3. Number Assignment: We are in no way responsible for any damage that may arise to You or to third parties due to the assignment, pursuant to regulatory provisions, of numbers previously attributed to others.
4. Improper Use of Numbers: We are in no way responsible for any improper use of numbers by You, and You indemnify Us from any claims for compensation or sanctions by regulatory authorities or third parties.
Acceptable Usage: Our Telephony services are provided for legitimate business use only. Unacceptable uses include, but are not limited to, unsolicited marketing calls, fraudulent activity, auto-dialling, and any use that violates applicable laws or regulations.
1. Monitoring and Enforcement: We reserve the right to monitor usage of Our telephony and connectivity services to ensure compliance with these Terms and Conditions. If We detect any violations, We may take appropriate action, including suspension or termination of the service.
Call Packages: Our call packages are designed to be suitable for Customers with typical usage patterns for UK businesses, and they are priced on this basis. Accordingly, it is important that You understand what We consider to be “fair usage” in terms of the services that We provide to You. If Your usage goes beyond the limits set out in this agreement, You will be subject to additional charges and, in some circumstances, We will suspend Your use of the services.
1. Call Package Availability: Call packages are available in Our inclusive bundles or, in the case of Our Standard Call Package, available separately. Where applied, a single type of call package must be applied to every licensed user of a given phone system. Call packages may not be sold for a subset of users or mix-and-matched.
2. Important Exclusions: Calls to premium rate and special numbers, other number ranges, and call-forwarding services are not included as standard and will be charged per Our Standard Calling Tariff. Calls lasting over 60 minutes are also not included. Call packages are for normal business use only (i.e., where the making of calls is incidental to the main activity of the business or relevant part of the business). Packages are not permitted to be used in call centres or where there is a dialler installed as We do not consider this to be typical business usage.
3. Free to Caller Numbers: Free to caller numbers are not included in Your call package minutes. This includes 0800 and 0808 numbers.
4. Unused Allowances: Unused allowances do not rollover from one month to the next, and You are not entitled to any refund in respect of any unused allowances (or part allowances), either at the end of any billing period or where a service ends.
5. Allowances: Allowances for specific call packages are stated in Our price list, on Our website. These are typically either 2000 or 3000 minutes per month to specific numbers only.
6. Using Call Minutes: Calls made will be deducted from Your inclusive minutes allowance in one-minute increments, with any part minutes rounded up to the next whole minute. We have no obligation to monitor Your usage to ensure that You do not exceed the fair usage limits or package limits.
Premium Rate and International Number Barring: We do bar by default international calls and UK premium calls to numbers starting 070, 09, or UK directories. This is done to prevent excessive accidental call charges. These bars can be lifted at Your request given a written acknowledgement of the associated charges.
Call Charges and Liability: Out-of-package call charges will be applied as per Our price list and Your selected tariff, as indicated at the top of Your Customer Service Agreement. These charges include, but are not limited to, international calls, premium rate numbers, and any calls not covered by Your selected package. Call activity will be metered by the network.
1. Liability for Charges: You will be liable for all charges accrued through Your telephony services, even if such charges arise from unauthorised use by third parties. We recommend regularly monitoring Your service and immediately reporting any suspicious activity.
Service Availability and Disruptions: While We strive to provide continuous and uninterrupted services, We do not guarantee that the services will always be available or fault-free. Planned maintenance and upgrades may cause temporary service interruptions, as may unplanned maintenance and operational or emergency requirements.
1. Impact of Disruptions: Any service disruptions, including suspensions due to non-payment or breaches of these terms and conditions, may prevent You from making or receiving calls or accessing the internet. We will endeavour to notify You of any planned service outages in advance.
2. Emergency Calls: VoIP services rely on an internet connection, which could be disrupted. You acknowledge that during such disruptions, and other disruptions impacting the service including power outages, You may not be able to make emergency calls. We recommend keeping an alternative means of contacting emergency services.
Broadband Service Speeds: We commit to delivering the broadband speeds promised in Your Customer Service Agreement. If We fail to provide the stated minimum speeds due to network issues within Our control and cannot resolve these issues within a reasonable period of time (usually 30 days), You have the right to terminate the associated broadband service and any reliant services without incurring Early Termination Charges (ETCs).
Broadband Care Levels: Standard broadband care (L2) aims to offer an Openreach fault clear within 40 hours of being raised to the network carrier. Enhanced care (L3) aims to clear faults within 20 hours, and Premium care (L4) in 8 hours. These targets do not apply to Mass Service Outages (MSOs) and matters beyond Our, or the carrier’s, reasonable control. These targets also exclude time in which the progression of a reported fault is outside of Our, or the carrier’s control. For example, while waiting for You or an end user to complete diagnostics, on-site investigation, arrange site access, or when working with third party equipment.
Local Area Network (LAN) Installation and Management: Unless otherwise specified in writing, the installation and ongoing management of any equipment We provide will be conducted exclusively by us, Our contractors, or partners. You are not permitted to make any changes to the LAN configuration, including network settings, equipment placement, or security protocols without Our express consent.
Security and Responsibility: While We may provide a management service, You are responsible for maintaining the physical security of networking equipment. We are not liable for any breaches or security vulnerabilities that are not direct results of Our negligence, including but not limited to unauthorised physical access to equipment or interfaces. You must maintain and enforce Your own security policies to ensure of strong internal security and proper technology usage.
1. Unauthorised Use: You must take all reasonable measures to prevent unauthorised access to and use of Our Telephony and Broadband services. This includes securing Your account credentials and promptly notifying Us of any suspected misuse.
Internet Usage: Excessive data usage or activities that degrade network performance may be subject to management to protect overall service quality. Violation of these terms or any other reasonable internet usage policies may result in service suspension or termination, as outlined in clause 8.2.
1. Prohibited Activities: The broadband service must not be used for illegal activities, including but not limited to piracy, copyright infringement, hacking, or distributing malicious software.
2. Monitoring: We reserve the right to monitor network traffic and investigate suspected violations of Our internet usage policy. This may include inspecting data packets, reviewing logs, or cooperating with law enforcement authorities where necessary.
3. Piracy and Copyright Infringement: You agree to comply with all laws and regulations regarding copyright and intellectual property rights when using Our broadband services. Unauthorised distribution or downloading of copyrighted materials, including but not limited to music, movies, software, and games, is strictly prohibited.
4. Liability for Misuse: You are solely liable for any consequences arising from Your misuse of Our broadband service, including legal actions taken by copyright holders or authorities.