Terms of Sale

1.Who we are and what these terms cover

These terms of sale apply to every quote, order, service and invoice issued by Live IT, the trading name of Liam Vernon, an independent IT support and consultancy business trading from Leigh, Wigan, WN7, United Kingdom. Live IT is VAT registered, number GB520 0723 45, and registered with the Information Commissioner's Office (ICO), registration number ZA294876.

By accepting a quote, placing an order, or continuing to use a service after receiving these terms, you agree to them. They apply to business customers.

Where you have signed a Remote Monitoring and Support Agreement with Live IT, that agreement, together with its appendices, is the governing contract for the monitored and supported services it covers. If anything in these terms of sale conflicts with your signed agreement, the signed agreement takes priority. These terms of sale then apply to everything the signed agreement does not cover, such as hardware supply, software resale and project work.

2.What we sell

Our work falls into four categories, and different rules apply to each:

• Managed services, remote monitoring, mandatory patching and updates, endpoint security, backup and helpdesk support, charged monthly per device or per user as set out in your quote.
• Labour and project work, consultancy, migrations, installations, additions, moves, changes and out-of-hours work, charged by the hour, day or fixed project price.
• Software and subscriptions, licences and cloud subscriptions supplied or resold on your behalf, charged per user or per device, monthly or annually.
• Hardware, computers, servers, network equipment, peripherals and consumables, supplied at the quoted price plus delivery.

3.Support versus project work

Support means assistance with your existing setup and infrastructure, including work to resolve monitoring alerts such as virus detections or disk space problems. Additions, moves and changes, for example new equipment, new sites, migrations or new services, are project work and are charged at the applicable hourly or fixed project rate.

Where your plan includes fixed or unlimited remote support, that time covers remote support only, and is available to the authorised users listed in your agreement. On-site attendance is charged separately unless your quote says otherwise.

4.Quotes and orders

Quotes are valid for 30 days unless stated otherwise on the quote. Hardware and software pricing depends on supplier stock and exchange rates, so if a quote is accepted after it expires we may need to re-price before ordering.

A quote is an offer, not a contract. A contract is formed when you accept the quote in writing, by email, or by signature, or when you ask us to proceed with the work.

Quotes cover the scope described on the quote. Anything outside that scope is chargeable as additional labour, agreed with you before we proceed wherever possible.

5.Prices, rates, VAT and expenses

Live IT is VAT registered, number GB520 0723 45. Prices are in pounds sterling and exclude VAT unless the document states otherwise. VAT is shown separately on invoices where it applies.

Our standard support rates are £45 per hour for remote support, unless remote support is included in your plan, £55 per hour for on-site support during business hours, and £85 per hour for support outside business hours.

Mileage, parking, courier charges, delivery and any third-party fees are either included in the quote or shown as separate lines. We do not add unquoted expenses without telling you first.

On the rare occasion that we need paid support from a software or hardware vendor to resolve your issue, that charge is passed on to you through our invoice, and we will tell you before incurring it wherever possible.

Managed service prices are per user or per device and change as devices, users and services are added or removed. We give at least 30 days written notice of any general price change. Software and subscription prices can change when the vendor changes them, and we pass those changes through at cost with notice as soon as we receive it.

6.Payment terms

• Managed services are invoiced monthly in advance, at the start of the month the service covers, and are payable 30 days net, so the invoice for a month is due by the first day of the following month.
• Where hardware is purchased, the invoice is due immediately on receipt of invoice.
• Labour and project work is invoiced on completion, or monthly in arrears for longer projects. Software and subscriptions are invoiced on order, and we may ask for payment in full or a deposit before placing a supplier order.
• Standing order is preferred for regular monthly subscriptions, and bank transfer for additional invoices. Payment can also be made online through the invoice link.
• If payment for a month of service has not been received by the first of that month, we reserve the right to place a hold on provided services and licences, including remote and on-site support, until the amount owed is paid. We will not delete your data because of a payment dispute.
• Late payments may attract interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

7.Availability and response times

You can contact us by support ticket or by email to your support engineer at any time, and you have our main number and your engineer's mobile for anything urgent. Our phones are not manned constantly, so please leave a voicemail with as much detail as you can and we will call you back as soon as possible.

Tickets and emails are checked throughout the day. You should usually receive a response within 4 hours, and we aim to respond the same day and start work towards a solution at the same time. In practice most requests are picked up much faster than that.

Business hours support runs five days a week, 52 weeks a year. Calls after 6pm, at weekends and during Christmas week should be kept to emergencies, and are treated as outside business hours and charged at the out-of-hours rate.

There are up to 5 weeks in the year where support is limited to emergencies only, for example while your support engineer is on leave. You will be told about these well in advance. During those weeks, raise a ticket and follow it up by text to your engineer, and we will provide advice and remote support. Included free or unlimited support time does not apply during those weeks. If on-site help is unavoidable, we can arrange a trusted third party, with any cost agreed with you first.

8.Labour, hourly work and cancellations

• Chargeable labour is billed in 15 minute increments after an initial minimum of 30 minutes, unless a fixed price is quoted.
• On-site visits are quoted per visit or per day. A day is up to 8 hours on site.
• Booked on-site visits cancelled with less than 24 hours notice may be charged at 50 percent of the booked time, since the slot cannot usually be refilled.
• Work requested outside business hours, at weekends or on bank holidays is charged at our out-of-hours rate of £85 per hour.
• Software should be installed by Live IT, or by the vendor's technical support with us assisting. We are not responsible for faults caused by installations, modifications or changes made by anyone other than Live IT unless we have agreed them in writing.

9.Software and subscriptions

Where we supply software licences or cloud subscriptions, you are buying a licence from the vendor, not from us. Your use of that software is governed by the vendor's own licence terms, which you agree to when the licence is activated.

Subscriptions are non-refundable once activated, and annual commitments cannot usually be cancelled mid-term because the vendor bills us for the full term. We will always tell you the commitment length before ordering.

You own your accounts, tenants and data. If you leave, licences and subscriptions purchased through us can be transferred to you or to another provider, and we will help with that handover.

10.Hardware supply, delivery and title

• Hardware lead times are estimates based on supplier information. We are not liable for supplier delays, but we will keep you informed and offer alternatives where we can.
• Risk in hardware passes to you on delivery. Title in hardware stays with us until the invoice is paid in full.
• Please check deliveries on arrival and report damage or shortages within 3 working days so we can raise a claim with the supplier or courier in time.
• Hardware is covered by the manufacturer's warranty, typically 12 months, or longer where an extended warranty is quoted. We handle warranty claims on your behalf, and labour to diagnose, swap or rebuild a device is chargeable unless the fault is caused by our workmanship.
• Special order and configured-to-order hardware is non-returnable once the supplier order is placed. Standard stock items may be returnable within 14 days if unopened and unused, subject to supplier restocking charges.

11.Third-party services and partners

Some services we provide are delivered through partners, for example antivirus and EDR, monitoring and alerting, security awareness training, cloud backup, website and email hosting, domain names, email signatures, privileged access management, broadband and telephony.

We support the products we provide, but we are not responsible for the underlying servers and platforms. Faults with a provider's own service are dealt with by that provider. We will cooperate with them to troubleshoot, and we are not liable for failures in services provided by third parties.

12.Your responsibilities

• Cooperate with us and give us safe, timely access to the systems, premises, accounts and information we need to do the work.
• Ensure your data is stored safely and backed up. We cannot be held responsible for data loss during support or project work where the data was not properly backed up by a well configured and maintained system.
• Ensure all software is correctly licensed and legal. We accept no responsibility or liability for unlicensed software, including any fines arising from it.
• Keep licence, domain and subscription renewals up to date and paid to the vendor, and keep administrative ownership of your own domains, cloud tenants and billing accounts.
• Ensure every device on your network or with access to your data is enrolled in the monitoring, antivirus and backup systems, and tell us about any new or replacement device. One unmanaged device can undermine the whole setup.
• Accept that our updates and patching programme is mandatory alongside monitoring, that updates are applied silently, and that PCs should be restarted weekly so updates that need a reboot can complete.
• Keep supported hardware to no more than 5 years old. We may decline to actively support older devices or charge additional time for work on them, and replacing them is project work.
• Take responsibility for home or alternative networks, including their connectivity, equipment and security. Work on those networks is outside the scope of a monitoring agreement unless agreed, and is charged at our hourly rate, along with any additional software needed.
• Have workplace IT policies in place for your staff to follow. We can help you build and maintain them, and work towards Cyber Essentials certification.
• Tell us who is authorised to request changes or approve spend, and follow reasonable security advice we give. Where you choose not to, we will note it and continue supporting you, but we cannot accept liability for the consequences.

13.Backup, security and disclaimers

Where a backup service is included, we monitor and verify backups and test restores as described in your service documentation. Responsibility for ensuring your data is backed up, and that systems are updated and virus free, ultimately remains yours, and you can request current status reports from us at any time.

No backup or security product can guarantee that data is never lost or that an attack never succeeds. Our commitment is to configure, monitor and act properly, not to guarantee an outcome.

Before any upgrade, migration or repair, we recommend a current, verified backup. If you ask us to proceed without one, we do so at your risk.

14.Confidentiality and intellectual property

Both of us agree to keep the other's confidential information confidential. That includes passwords, account and subscription details, third-party support contracts, software locations, your data, and the remote access we hold to your systems. We use it only to deliver the service.

We will not remove any data or software from your network without your prior consent in writing, usually by email or support ticket.

Documentation, scripts, configurations and reports we produce specifically for you are yours to keep and to pass to another provider. Our own tooling, templates and methods remain ours.

15.Liability

We will carry out our work with reasonable skill and care. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

Subject to that, our total liability for all losses, damages, costs and expenses, including legal fees, is limited to the amount paid to Live IT for the month in which the disputed service was provided. We are not liable for indirect or consequential loss, loss of profit, loss of business, or loss of data beyond the cost of restoring it from the most recent available backup, nor for any loss arising from a decision or interpretation you make in connection with the work.

We are not liable for failures in third-party services and hardware, including internet connectivity, cloud platforms, vendor outages and manufacturer defects.

Except as set out in these terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law. A person who is not a party to the agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Neither of us is liable for failure or delay caused by circumstances beyond our reasonable control, including acts of God, pandemics, fire, flood, war, civil disturbance, sabotage, accidents, terrorism, strikes, acts of government, failures or delays by third parties, or illness of technical staff. Both of us will make reasonable efforts to limit the effect of such an event.

16.Term, cancellation and handover

• Monitoring and support agreements run for a minimum term of 3 months from the start date, and then continue on a rolling one month term.
• After the initial 3 months, either of us can end the agreement with one month's prior written notice.
• Either of us can end the agreement immediately if the other commits a serious breach and does not put it right within 14 days of being asked in writing.
• On termination, all outstanding invoices become payable immediately, and we will invoice any remaining subscription charges and expenses for the period, also payable immediately.
• On termination we will return your information and data, or securely delete it where it is held electronically, you will return any materials or software owned by Live IT, and we will remove the monitoring agents at the end of the term.
• We will provide a reasonable handover including account ownership, documentation and licence transfers. Extended handover work beyond a straightforward transfer is chargeable at our standard rate.

17.Data protection

Where we process personal data on your behalf while delivering services, we act as your processor and you remain the controller. We handle that data in line with UK GDPR and our privacy policy, which sits alongside these terms.

18.General

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

We may update these terms from time to time. The version published on this page at the date of your quote or invoice is the version that applies to that order.

If any part of these terms is found to be unenforceable, the rest continues to apply.