Master Business Terms & Conditions

These Master Business Terms govern the supply of services, software, managed support, professional services, equipment and related deliverables by DM Digital UK Services Ltd. They are intended for business-to-business contracts.

1. Contracting parties and business status

These terms are entered into between DM Digital UK Services Ltd (company number 17166861) trading as DM Digital UK and HostedTable (the Supplier) and the person, company, partnership, charity, public body or other organisation identified in an Order (the Client).

The person accepting an Order confirms that they are authorised to bind the Client and that the Client is acting wholly or mainly for purposes relating to its trade, business, craft or profession. We do not contract with a consumer under these Master Terms unless we expressly agree in writing. If mandatory consumer law applies despite this clause, nothing in the Agreement limits rights that cannot lawfully be limited.

2. Definitions and interpretation

Headings do not affect interpretation. References to legislation include amendments and replacement legislation. The words “including” and “includes” are illustrative and do not limit the preceding words.

3. Contract formation and order of precedence

A quotation is an invitation to treat and may be withdrawn before acceptance. An Agreement is formed when we countersign an Order, confirm acceptance in writing, provision a Service, order Equipment, begin work or accept payment, whichever occurs first.

If documents conflict, the following order applies: (1) a signed variation; (2) the Order; (3) the Data Processing Addendum for personal-data matters; (4) the applicable product or Service Schedule; (5) the SLA; (6) these Master Terms; (7) the Fee Schedule; and (8) other policies. A purchase order issued by the Client is administrative only and its terms do not amend the Agreement.

Statements made in sales discussions, demonstrations, roadmaps, estimates or marketing material are not contractual commitments unless expressly included in the Order.

4. Scope, assumptions and changes

We will provide the Services materially in accordance with the Order and exercise reasonable skill and care. Services are limited to the stated scope, supported systems, locations, usage levels and assumptions. Anything not expressly included is excluded and may be charged separately.

We may use appropriately qualified employees, contractors and subprocessors. We remain responsible for their performance to the extent required by the Agreement.

Either party may request a change. No change is binding until we confirm its effect on scope, Charges, dependencies and timetable. If the Client requests work before a change is documented, we may charge on a time-and-materials basis at the then-current rates.

Estimates and target dates depend on timely Client cooperation, third-party supply and technical conditions. They are not guarantees unless expressly described as a fixed deadline with an agreed remedy.

5. Client obligations and dependencies

The Client must:

• provide complete, accurate and timely information, decisions, approvals, access, credentials, facilities, safe working conditions and suitably authorised contacts;
• ensure it has all rights, licences, consents, lawful bases and permissions necessary for its instructions, Client Data, marketing, surveillance, communications and use of the Services;
• maintain supported devices, power, internet connectivity, environmental conditions and third-party accounts unless expressly included;
• protect passwords, MFA methods, recovery codes, staff PINs and administrator accounts, and promptly remove access for leavers;
• review configurations, reports, allocations, bookings, invoices, backups and Deliverables and report suspected errors promptly;
• maintain appropriate business continuity arrangements and independent copies of critical data unless a contracted backup service expressly states otherwise; and
• comply with the Acceptable Use Policy and all applicable law.

We are not liable for delay, defect, additional cost or failure caused by Client delay, inaccurate information, unsupported systems, unauthorised changes, refusal of access, unsafe premises or failure to meet a dependency. We may extend dates and charge reasonable resulting costs.

6. Charges, VAT and invoicing

Charges are exclusive of VAT and other applicable taxes unless stated otherwise. VAT will be added at the prevailing rate. Unless an Order states otherwise:

• recurring subscriptions are invoiced monthly in advance and must be paid by Direct Debit or another approved automatic method;
• projects and Equipment require a 50% non-refundable commitment payment before procurement or scheduling, with the balance due on delivery, installation, acceptance or the date stated on the invoice;
• usage, expenses and out-of-scope work are invoiced in arrears; and
• invoices are due within seven calendar days of issue.

The Client must raise a genuine invoice query within seven calendar days of issue, identifying the disputed item and reasons. Undisputed amounts remain payable. The Client may not withhold, deduct, counterclaim or set off any amount except where required by law.

We may correct an invoicing error and issue a debit or credit adjustment. A failure to invoice promptly does not waive the underlying Charge.

7. Price adjustments and third-party costs

We may adjust recurring Charges once in any 12-month period on at least 30 days’ notice by up to the percentage increase in the UK Consumer Prices Index plus three percentage points. We may also pass through demonstrable increases in supplier, licence, carrier, domain, cloud, SMS, email, energy, tax or regulatory costs on 14 days’ notice.

Where a Third-Party Service changes currency, plan, eligibility, minimum commitment, API access, functionality or pricing, we may modify the affected Service, substitute a reasonably equivalent provider or revise Charges. If the change materially reduces the core contracted Service, the Client may terminate only that affected element within 14 days of notice, without an early termination charge for the unprovided period.

8. Late payment, recovery and credit risk

Time for payment is of the essence. For qualifying commercial debts we reserve all rights under the Late Payment of Commercial Debts (Interest) Act 1998, including statutory interest at eight percentage points above the applicable Bank of England reference rate, fixed compensation of £40, £70 or £100 depending on the debt, and reasonable recovery costs not met by the fixed sum.

For debts not qualifying under that legislation, interest accrues daily at eight percentage points above the Bank of England base rate from the due date until payment. The Client must also pay reasonable collection, tracing, legal, court and enforcement costs.

We may require advance payment, a deposit, a revised payment method or credit security where we reasonably identify increased credit risk. Failed or reversed payments, reactivation and debt administration may be charged under the Fee Schedule.

9. Suspension and protective action

We may suspend, restrict, isolate, rate-limit or disable all or part of a Service immediately where reasonably necessary because of:

• overdue payment, failed Direct Debit or breach of a credit condition;
• actual or suspected security compromise, unlawful activity, fraud, abuse or material policy breach;
• a threat to any person, network, platform, customer, supplier or our reputation;
• excessive or abnormal usage that risks service stability;
• a legal, regulatory, insurer, court or third-party provider requirement; or
• the Client’s failure to provide a dependency required for safe or lawful service.

Where practical we will give notice and an opportunity to remedy, but no advance notice is required for urgent security, legal or operational action. Charges continue during a suspension caused by the Client. Reinstatement is subject to payment, remediation and the applicable reactivation fee.

10. Third-party services and dependencies

Third-Party Services may be subject to separate supplier terms, acceptable-use rules, licences, availability and data-processing arrangements. The Client authorises us to accept or administer those terms on its behalf where reasonably necessary to supply the Service.

We do not control the internet, electricity supply, telecommunications carriers, payment networks, app stores, DNS registries, cloud platforms, email and SMS gateways, manufacturer services or APIs. We are not responsible for their acts, omissions, suspension, discontinuation, cyber incident, price change, filtering, deliverability, data loss or performance, except to the extent caused by our failure to exercise reasonable skill and care in selecting or managing them.

Third-party credits or remedies received specifically for the Client’s affected Service are the Client’s exclusive remedy for the corresponding third-party failure, after deducting reasonable administration costs, unless mandatory law requires otherwise.

11. Access, credentials and authority

Actions performed using an Authorised User account, API key, staff PIN, trusted device or administrator credential may be treated as authorised by the Client. The Client is responsible for activity occurring before it notifies us of compromise or unauthorised access.

We may create emergency, service or support accounts and retain necessary administrative access while providing managed Services. We will use such access only for support, security, maintenance, compliance and service delivery.

The Client authorises us to make reasonable configuration changes, restart services, apply patches, block traffic, rotate credentials and take other protective steps within the managed scope. Material changes outside the managed scope require Client approval unless urgent action is needed to prevent harm.

12. Term, renewal and cancellation

The Agreement begins on formation and continues for the Minimum Term. Unless the Order states otherwise:

• managed IT, network, support and monitoring Services have a 12-month Minimum Term;
• SaaS subscriptions, including HostedTable, have a one-month Minimum Term;
• projects continue until completion, termination or acceptance; and
• domain, certificate, licence and supplier commitments follow the applicable supplier period.

After the Minimum Term, recurring Services renew monthly unless the Order states an annual renewal. Either party may terminate a monthly rolling Service on 30 days’ written notice. Notice does not take effect before the end of the Minimum Term.

If the Client terminates a committed Service early other than for our uncured material breach, an Early Termination Charge is payable equal to: (a) the remaining recurring Charges for the Minimum Term less 10% representing avoidable variable costs; (b) all non-cancellable supplier commitments; (c) unamortised onboarding or discounted installation costs; and (d) work performed and Equipment ordered. The parties agree this is a proportionate protection of our legitimate interest in recovering committed revenue and costs, not a penalty.

13. Termination for cause

Either party may terminate an affected Service by written notice if the other party commits a material breach and, where capable of remedy, fails to remedy it within 14 days after written notice. We may terminate immediately for fraud, insolvency, repeated payment default, unlawful use, serious security risk, abusive conduct, deliberate interference, persistent material breach or circumstances making continued provision unlawful or unsafe.

Termination of one Service does not automatically terminate other Orders unless they are technically inseparable.

14. Consequences of suspension or termination

On termination:

• all accrued and committed Charges become immediately due;
• access, licences, integrations, support and administrative accounts may be disabled;
• the Client must stop using Supplier Materials and return loaned Equipment;
• we may retain or delete Client Data in accordance with the DPA and Retention Schedule;
• the Client must arrange export or transition before termination; and
• transition, restoration, data extraction, credential handover and supplier transfer work is chargeable unless expressly included.

We may withhold non-personal Deliverables, transferable licences and Client-owned Equipment in our possession until undisputed overdue amounts are paid, to the extent permitted by law. We will not use this clause to obstruct a valid data-subject right.

15. Equipment, risk and retention of title

Risk in Equipment passes to the Client on delivery to the Site or carrier. Legal and beneficial title remains with us until all sums due for that Equipment and its installation are paid in cleared funds. Until title passes, the Client must keep Equipment identifiable, insured, secure and free from any charge or disposal.

If payment is overdue or the Client becomes insolvent, the Client grants us irrevocable permission, so far as legally permitted, to enter premises during reasonable hours to identify and recover unpaid Equipment. This does not authorise forced entry or unlawful conduct.

16. Intellectual property

The Client retains ownership of Client Data and materials it owned before the Agreement. The Client grants us and our suppliers a non-exclusive, worldwide, royalty-free licence to host, copy, adapt, transmit, back up and otherwise process Client Data as necessary to provide, secure and improve the Services and meet legal obligations.

We and our licensors retain all intellectual property rights in Supplier Materials, platform improvements, generic know-how, reusable code, templates, tools and methods, whether developed before or during the Agreement. Payment for a Deliverable does not transfer Supplier Materials unless the Order expressly states an assignment.

On full payment, the Client receives a non-exclusive, non-transferable licence to use Deliverables for its internal business purposes for the duration and territory stated in the Order. Open-source and third-party components remain subject to their own licences.

We may use general skills, ideas and know-how retained in unaided memory, provided we do not disclose Client Confidential Information or personal data.

17. Confidentiality

Each party must protect the other’s Confidential Information using at least reasonable care, use it only for the Agreement and disclose it only to personnel, professional advisers and suppliers who need it and are subject to confidentiality duties.

This obligation does not apply to information that is public without breach, already lawfully known, independently developed, received lawfully from a third party or required to be disclosed by law. Where lawful, the receiving party will give advance notice of compulsory disclosure.

Confidentiality obligations continue for five years after termination and indefinitely for trade secrets, security credentials and personal data.

18. Data protection

Each party must comply with applicable data protection law. The parties’ controller and processor roles depend on the Service. Where we process personal data on the Client’s documented instructions, the Data Processing Addendum forms part of the Agreement.

The Client is responsible for its lawful bases, transparency information, employee monitoring, CCTV governance, marketing permissions, special-category data conditions, data accuracy, retention decisions and responses it must make as controller. We are not the Client’s data protection officer or legal adviser.

19. Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care. If the Client reports a material non-conformity promptly and provides reasonable evidence, our primary obligation is to reperform the affected Service or use reasonable efforts to correct it.

Except as expressly stated and to the fullest extent permitted by law, all other warranties, conditions and terms are excluded, including implied warranties of uninterrupted availability, fitness for a particular business outcome, compatibility with every device, merchantability, non-infringement and freedom from every vulnerability.

We do not guarantee revenue, bookings, sales, customer retention, regulatory compliance, prevention of crime, detection of every incident, recovery of every file, email or SMS delivery, internet availability, table-allocation perfection or uninterrupted operation.

20. Indemnities

The Client will indemnify us against third-party claims, regulatory demands, losses and reasonable costs arising from: (a) unlawful or infringing Client Data; (b) the Client’s instructions, marketing, surveillance, recordings or communications; (c) unauthorised or unlawful use of the Services by the Client or its users; (d) the Client’s breach of data protection, employment, consumer, licensing or sector rules; or (e) physical conditions, hazards or access failures at the Site, except to the extent caused by our negligence or breach.

We will notify the Client of a covered claim and allow reasonable involvement in the defence. The Client may not settle a claim in a way that admits liability for us or imposes obligations on us without consent.

21. Liability

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, deliberate default, or any liability that cannot lawfully be excluded or limited.

Subject to that:

• neither party is liable for indirect or consequential loss;
• we are not liable for loss of profit, revenue, anticipated savings, business, opportunity, goodwill, reputation, contracts or data, even if foreseeable;
• we are not liable for loss caused by Third-Party Services, Client acts or omissions, unsupported changes, inadequate backups, inaccurate instructions, unlawful content or events outside our reasonable control; and
• our total aggregate liability arising from an Order in any rolling 12-month period is limited to the Charges paid or payable for the affected Service during the six months immediately preceding the event giving rise to the claim.

For a free, trial, beta or evaluation Service, our aggregate liability is limited to £100. Each sub-clause is separate and survives if another limitation is ineffective. The limitations reflect the Charges, available insurance and the Client’s ability to insure its own business risks.

A claim must be notified with reasonable detail within 12 months after the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. This contractual notification period does not shorten a mandatory statutory limitation period where it would be unlawful to do so.

22. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including utility failure, internet or carrier outage, cyberattack, denial of service, epidemic, fire, flood, severe weather, industrial dispute, civil disorder, war, terrorism, governmental action, sanctions, supplier failure or shortage of components. Payment obligations for Services already supplied are not excused.

If a force-majeure event materially prevents an affected Service for more than 60 consecutive days, either party may terminate that Service on written notice. Prepaid Charges for the unprovided period will be credited after deducting committed third-party costs.

23. Non-solicitation

During the Agreement and for 12 months afterwards, neither party will knowingly solicit for employment an employee or individual contractor of the other who was materially involved in the Services, except through a general recruitment campaign not targeted at that person. If the Client breaches this clause and engages such a person, it will pay a recruitment fee equal to 20% of the individual’s annualised gross remuneration. This does not prevent an individual from independently applying for an openly advertised role.

24. Publicity and references

Neither party may issue a press release or imply endorsement by the other without consent. We may identify the Client privately to suppliers and advisers where necessary to provide the Services. Public case studies, testimonials and use of the Client’s logo require separate permission.

25. Assignment, subcontracting and change of control

The Client may not assign, transfer, charge or subcontract the Agreement without our prior written consent. We may assign the Agreement to an affiliate, purchaser of our business or successor and may subcontract performance, provided this does not reduce the Client’s contractual rights.

The Client must notify us promptly of a change of control, ownership, trading entity or insolvency risk. We may require a novation, credit review, deposit or new Order.

26. Notices

Formal notices must be in writing and delivered by hand, prepaid first-class post or email to the notice details in the Order or authenticated customer portal. Notices are deemed received: by hand, on delivery; by post, two Business Days after posting; by email, at 09:00 on the next Business Day provided no delivery failure is received.

Routine support tickets, chat messages and social media communications are not formal notices.

27. Disputes and governing law

Before issuing proceedings, the parties will attempt in good faith to resolve a dispute through operational contacts and then senior representatives. Either party may propose mediation. Nothing prevents urgent injunctive relief, debt proceedings or protective action.

The Agreement and non-contractual obligations are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may bring debt or intellectual-property enforcement proceedings in any court with jurisdiction over the Client or its assets.

28. General provisions

The Agreement is the entire agreement concerning its subject matter and supersedes prior discussions. Neither party relies on a statement not set out in the Agreement, without excluding liability for fraud.

A waiver is effective only in writing and does not waive a later breach. If any provision is invalid, it will be modified to the minimum extent necessary or severed without affecting the remainder. No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.

The parties are independent contractors. Nothing creates a partnership, fiduciary relationship, agency, employment relationship or exclusivity.

29. Changes to this legal framework

We may update policies and operational schedules to reflect law, regulator guidance, security requirements, supplier changes or Service development. Material adverse changes to an active paid Service will normally be notified at least 30 days in advance. Changes required urgently for law, security or third-party compliance may take effect sooner.

The version effective when an Order is accepted applies until replaced under the Agreement. Continued use after the notified effective date constitutes acceptance where permitted by law.