Terms and Conditions
These Terms and Conditions (“Agreement”) govern the supply of products and the provision of services by Paragon IT Ltd (“the Supplier”) to the business receiving the goods and/or services (“the Client”). By accepting a quotation, placing an order, or otherwise engaging with the Supplier’s services, the Client acknowledges and agrees to be bound by this Agreement in its entirety.
1. Definitions and Incorporation
1.1 Definitions
For the purposes of this Agreement, the following terms shall have the meanings set out below:
“Agreement” means these Terms and Conditions together with any Service Agreements, Work Orders, or additional written agreements expressly incorporated herein.
“Client” means the business receiving products and/or services from the Supplier.
“Supplier” means Paragon IT Ltd.
“Services” means all products, services, deliverables, and work performed by the Supplier, including but not limited to hosting, web design, IT support, marketing, data recovery, and other Business IT Services.
“Project” means any discrete assignment or piece of work undertaken pursuant to this Agreement, including any specifications or creative briefs agreed in writing.
“Client Content” means any text, images, designs, data, and other materials provided by the Client for use in the Project.
“Background Intellectual Property” means any intellectual property owned or controlled by either party prior to the commencement of the Project or developed independently of the Project.
1.2 Incorporation
These Terms and Conditions, together with any additional written agreements expressly incorporated herein, constitute the entire agreement between the parties. By engaging with the Supplier, the Client confirms that it has read, understood, and agrees to be bound by these terms.
2. General Conditions
2.1 Performance
The Supplier shall perform the Services in accordance with the terms of this Agreement and any subsequently agreed Service Agreements or Work Orders. Time is of the essence where deadlines have been agreed.
2.2 Amendments
The Supplier may amend administrative or non-material terms with 30 days’ written notice. Material changes (e.g., pricing, scope, liability) require mutual written agreement. Continued use of Services after notice of non-material amendments constitutes acceptance.
2.3 Deemed Acceptance of Continued Services
Continued payment after a cancellation request constitutes acceptance of revised terms and ongoing service provision.
3. Client Responsibilities
3.1 Content Provision & Copyright Compliance
The Client shall provide all necessary text, images, designs, and other content (“Client Content”) promptly and in a usable form. The Client represents and warrants that it owns or has all necessary rights, permissions, licences, or consents to the Client Content. The Client is encouraged to supply evidence or representations of such rights when possible.
3.2 Indemnity
The Client shall indemnify and hold harmless the Supplier from and against any claims, legal actions, costs, or damages arising from the use, reproduction, or distribution of Client Content that infringes the intellectual property rights of any third party.
3.3 Legal and Regulatory Compliance
The Client is responsible for ensuring that all Client Content complies with applicable legal, regulatory, and accessibility requirements.
4. Payment Terms
4.1 Currency and Taxes
All fees and expenses are to be paid in Pound Sterling (£), exclusive of any applicable taxes (e.g. VAT), which will be added as required.
4.2 Deposit and Payment Schedule
A deposit equal to 50% of the Project cost is payable in advance before work commences. The remaining balance is due either on completion of the Project or two months from the Project start date (whichever occurs first), unless otherwise agreed in writing. If the deposit is not received, the Supplier may delay or suspend commencement of services.
4.3 Acceptance of Terms and Late Payment
Payment of fees shall constitute acceptance of these Terms and Conditions. The Client retains the right to dispute charges in good faith for services not rendered or materially defective. Overdue amounts may incur interest at the statutory rate. A detailed payment schedule will be set out and agreed upon at Project initiation. In the event of non-payment, the Supplier may suspend the Services, and all work completed up to that point remains payable. By making payment, the Client irrevocably waives any right to dispute charges or seek refunds for services rendered, except in cases of proven breach of contract by the Supplier. Any overdue amounts may incur interest at the statutory rate in accordance with applicable laws.
5. Project Scope and Variations
5.1 Quoted Prices and Scope
Quoted prices remain valid for 30 days from the date of issue. The Project scope is as set forth in the approved documentation. Any work outside of the agreed scope (including additional revisions or
changes) shall be subject to additional charges and must be expressly authorised in writing by both parties.
5.2 Delays Caused by the Client
If delays attributable to the Client extend a Project beyond three months, the Supplier shall notify the Client in writing and allow 14 days for dispute resolution before outstanding balances become due. The Project may be paused (archived) until full payment is received, after which revised timelines and additional costs may apply.
6. Hosting Services
6.1 Cancellation Notice
Cancellation requires written notice via the Supplier’s designated portal or registered email. No cancellation is effective until acknowledged in writing by the Supplier. 30 days’ notice is required. If notice is incomplete, invalid, or untimely, hosting continues uninterrupted, and all fees remain payable.
6.2 Non-Refundable Fees
All fees are non-refundable once invoiced, regardless of cancellation timing, service usage, or termination.
The Client irrevocably waives any right to pro-rata refunds, chargebacks, or claims through payment processors.
6.3 Cancellation Confirmation
a) Upon receipt of a valid cancellation notice, the Supplier shall provide a definitive and unambiguous confirmation within three (3) business days. The confirmation must:
(i) Explicitly state “Cancellation Confirmed” along with the effective cancellation date;
(ii) Clearly identify the specific services being cancelled; and
(iii) Outline any final obligations, outstanding charges, or other relevant terms.
b) Any generic or ambiguous response (e.g., “OK”) shall be treated solely as an acknowledgement of receipt and shall not constitute confirmation of cancellation. In such cases, the Client is required to request an explicit confirmation – and failure on the Client’s part to secure a definitive response within seven (7) days shall be deemed a refusal, leaving the services active. Notwithstanding the foregoing, in recognition of practical issues that may arise in issuing timely electronic confirmations, the Client may alternatively cancel any future recurring payments (e.g, cancel their monthly payments with their banking institution) as a means of effecting cancellation. In such cases, the Client must provide the Supplier with clear evidence (such as a bank statement or confirmation letter) evidencing the cancellation of these payments, along with a written cancellation notice. Upon receipt of such evidence and notice, the cancellation shall be deemed effective as of the end of the current billing period.
6.4 Deemed Acceptance of Continued Services
Where the Supplier issues a definitive cancellation confirmation as specified above, any payment made by the Client after the stated effective cancellation date shall be deemed acceptance of the continuation of the service, and such payments shall be non-refundable. However, where the Client opts to cancel the monthly payments with its banking institution and provides satisfactory evidence as outlined in Clause 6.3, such action shall serve as effective cancellation for stopping future recurring charges. In either instance, the Client remains liable for, and shall duly pay, any amounts for services rendered or invoiced up to the effective cancellation date.
6.5 Technical and Administrative Finality
Evidentiary Control: The Supplier’s electronic records, including email logs and timestamps, shall constitute conclusive evidence of all written communications regarding cancellation notices and confirmations. The Client acknowledges that any generic or ambiguous response from the Supplier that fails to meet the criteria set forth in Clause 6.4 shall not be relied upon as confirmation of cancellation. No oral or informal communications (e.g., phone calls, chat messages) are valid for cancellation.
6.6 Client Liability for Post-Cancellation Use
If the Client continues using hosting services (e.g., accessing servers, databases, or domains) post-cancellation, full fees apply retroactively for the entire period of use.
6.7 No Cooling-Off Period
The Client explicitly agrees there is no statutory or contractual cooling-off period for B2B services.
6.8 Dispute Limitations
Any dispute or discrepancy arising from cancellation communications, including any ambiguity in the Supplier’s response, must be raised by the Client in writing within seven (7) days following receipt of any cancellation-related communication. Failure to raise such concerns within the specified period shall be deemed acceptance of the Supplier’s communication and a waiver of any subsequent claim regarding the cancellation process.
7. Copyright and Intellectual Property
7.1 Retention Until Full Payment
The Supplier retains all intellectual property rights—including any Background Intellectual Property—in any work product produced under this Agreement, excluding Client Content, until full payment is received. Any rights in the Client Content remain with the Client.
7.2 Licence Grant
Upon full payment, the Supplier grants the Client a non-exclusive, non-transferable licence to use the final deliverables for its internal business purposes. Ownership of source files remains with the Supplier unless expressly transferred via a separate agreement.
7.3 Inadvertent Infringement
The Supplier will use all reasonable efforts to ensure that materials employed comply with applicable copyright laws. In the event of inadvertent infringement, the Supplier’s liability shall be limited to prompt removal or replacement of the infringing material upon notification. This limitation does not apply if the Supplier fails to act within a reasonable time after notification.
8. Design and Technical Standards
8.1 Display and Compatibility
The Supplier will endeavour to ensure that web pages and related materials display acceptably in current major browsers. No guarantee is provided regarding compatibility with future browser updates unless expressly agreed.
8.2 Final Design Approval
For design projects, the Client’s written approval of the final design constitutes acceptance that the deliverable meets the agreed specifications and creative brief. No further claims regarding design quality may be made once approval is given.
9. Accessibility and Legal Compliance
9.1 Accessibility Standards
The Supplier will develop websites to comply with WCAG 2.1 AA guidelines and the Public Sector Bodies Accessibility Regulations 2018.
9.2 Ongoing Compliance
Ongoing compliance with evolving accessibility standards and subsequent legal requirements is the responsibility of the Client following project completion.
10. Dispute Resolution and Notices
10.1 Dispute Resolution
In the event of any dispute arising out of this Agreement, the parties shall first seek to resolve the matter through direct negotiation. If a dispute remains unresolved for 30 days, either party may require mediation before instituting any legal proceedings.
10.2 Notices
All notices under this Agreement must be in writing and delivered by hand, sent by recorded delivery/post, or by email (with confirmation of receipt) to the addresses designated by each party. Each party must notify the other in writing of any change to its contact details.
11. Liability Limitations
11.1 Exclusion of Indirect Losses
The Supplier excludes liability for any indirect, consequential, or incidental losses (including loss of turnover, revenue, or profit), except where such exclusion is prohibited by law or in cases of gross negligence, wilful misconduct, or fraud.
11.2 Cap on Direct Losses
The Supplier’s total liability for direct losses is capped at 125% of fees paid for the affected service in the preceding 12 months. Nothing in this Agreement shall limit liability for death, personal injury, or fraudulent misrepresentation.
12. Fees and Rates
12.1 Basic Charges
The minimum charge for Services is £30. The standard hourly rate is £60, and the daily rate is £300.
12.2 Additional Services
Any additional services, modifications, or revisions beyond the agreed scope will be billed at the rates set out above unless otherwise agreed in writing.
13. Service Interruptions and Force Majeure
13.1 Third-Party Reliance
The Supplier relies on third-party providers for certain Services such as hosting. While industry-standard measures are employed, the Supplier is not liable for service interruptions or data loss caused by third-party failures.
13.2 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to events beyond its reasonable control (including acts of God, natural disasters, war, strikes, government actions, or other events constituting force majeure). The affected party must notify the other party in writing as soon as practicable.
14. Termination
14.1 Termination by Notice
Either party may terminate this Agreement by providing no less than 30 days’ written notice.
14.2 Consequences of Termination
- The Client shall immediately pay for all Services rendered and expenses incurred up to the effective termination date.
- The Supplier shall deliver any work completed to date, but no further Services shall be performed.
- All outstanding amounts, including any additional fees for variations or delays, shall become immediately payable.
- Termination shall not affect any rights or obligations that accrued prior to termination, including confidentiality and intellectual property rights.
15. Miscellaneous Provisions
15.1 Timelines
Timelines for work commencement and completion are contingent upon the prompt provision of content and cooperation from the Client. Any delays attributable to the Client may result in revised schedules and additional charges.
15.2 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Supplier and the Client and does not confer any rights on any third party.
16. Web and Graphic Design Projects
16.1 Project Execution
Projects shall be executed in accordance with creative briefs and specifications provided by the Client. Final design concepts require written approval before production begins.
16.2 Third-Party Materials
The Client is responsible for providing any necessary third-party materials (e.g. logos, images) that are subject to copyright or trademark restrictions.
16.3 Revisions
The Client is entitled to the number of design revisions specified in the Project proposal. Additional revisions shall incur extra charges at the Supplier’s standard hourly rate.
16.4 Licence and Source Files
Upon full payment, the Supplier grants the Client a non-exclusive licence to use the final designs. Ownership of source files remains with the Supplier unless expressly transferred via a separate agreement.
16.5 File Formats
Final design files shall be delivered in the formats agreed in writing.
17. Social Media, SEO, and Email Marketing Services
17.1 Service Objectives
The Supplier will deliver social media, SEO, and email marketing services based on the objectives, information, and account access provided by the Client.
17.2 SEO Services
For SEO services, while best endeavours will be applied, the Supplier does not guarantee specific search engine rankings or outcomes due to the dynamic nature of online algorithms and market conditions.
17.3 Client Cooperation
Marketing services require ongoing cooperation by the Client, including the timely provision of data and access details.
17.4 Performance Reports
Performance reports provided are for informational purposes only and do not constitute a guarantee of future performance.
17.5 Legal Compliance
The Client shall comply with all relevant laws (including data protection and anti-spam legislation) in connection with marketing activities. The Supplier is not liable for legal breaches by the Client.
18. Web and Email Hosting Specific Terms
18.1 Hosting Provision
Web and email hosting services are provided via a third-party hosting provider in accordance with industry-standard practices.
18.2 Data Loss and Backups
The Supplier is not liable for any data loss or corruption resulting from third-party provider failures. The Client is responsible for maintaining regular data backups.
18.3 Security Measures
Security measures, including spam filtering and antivirus protection, must be implemented and maintained by the Client.
18.4 Specialised Requests
Requests for specialised software or custom email configurations shall be subject to separate arrangements and may incur additional charges.
19. Data Protection and Privacy
19.1 Data Protection Compliance
The Supplier shall comply with all applicable data protection legislation, including the General Data Protection Regulation (GDPR) and the Data Protection Act 2018, in respect of any personal data provided by the Client.
19.2 Customer Notification
The Client is responsible for ensuring that its customers or subscribers are duly informed about any data processing activities relating to the Services.
19.3 Use of Client Data
The Supplier will use Client data solely for the purpose of providing the contracted Services unless disclosure is required by law.
19.4 Data Breach Notification
In the event of a personal data breach, the Supplier shall notify the Client within 72 hours of becoming aware.
20. Amendments, Entire Agreement, Assignment, and Confidentiality
20.1 Entire Agreement
These Terms and any additional written agreements constitute the entire agreement between the parties, superseding all prior discussions, agreements, or representations.
20.2 Amendments
No amendment or variation shall be valid unless made in writing and agreed by both parties. Any material amendments will be communicated with at least 30 days’ notice.
20.3 Assignment
Neither party may assign or transfer any rights or obligations under this Agreement without the explicit prior written consent of the other, except as permitted in connection with a corporate restructuring or sale.
20.4 Confidentiality
Each party shall maintain the confidentiality of all confidential or proprietary information disclosed during the term of this Agreement and shall use such information solely for the purposes of fulfilling its obligations hereunder. This obligation shall survive termination indefinitely.
21. Governing Law and Jurisdiction
21.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
21.2 Jurisdiction
Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
22. Severability and Waiver
22.1 Severability
If any provision of this Agreement is held invalid or unenforceable by a competent court, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect.
22.2 Waiver
Failure or delay by either party in enforcing any provision of this Agreement shall not constitute a waiver thereof or of any other provision.
23. Business IT Services
All Business IT Services provided by the Supplier shall be governed by these Terms and, where applicable, any separate Service Agreement or Work Order. In the event of any conflict between these Terms and a Service Agreement or Work Order, the specific agreement shall prevail with respect to the particular Service.
23.1 Monthly IT Support Services
23.1.1 The Supplier shall provide ongoing IT support on a monthly subscription basis as detailed in the relevant Service Agreement. This may include remote assistance, consultation, troubleshooting, and on-site visits as required.
23.1.2 Specific response times, support scopes, and performance metrics will be set forth in a separate Service Level Agreement (SLA).
23.1.3 Any support provided outside the agreed subscription parameters will incur additional charges at the Supplier’s standard hourly rate.
23.2 New and Refurbished IT Equipment
23.2.1 All new and refurbished IT equipment is subject to the product specifications, warranty, and returns policy provided at purchase.
23.2.2 The Supplier guarantees that all equipment is tested and certified functional prior to delivery.
23.2.3 The Client must inspect all delivered equipment and report any discrepancies or defects within 48 hours. Failure to do so may forfeit the right to claim repairs or returns.
23.3 CCTV and Surveillance Systems
23.3.1 For installation, maintenance, or provision of CCTV/surveillance systems (including audio recording), the Supplier shall comply with all applicable data protection and privacy laws.
23.3.2 The Supplier’s premises are monitored by CCTV (including audio recording); entry constitutes consent to such surveillance.
23.3.3 The Supplier is not liable for any misuse of surveillance footage by third parties or for any incidental or consequential damages arising from system failures.
23.3.4 When installed on Client premises, the Client is responsible for notifying all relevant parties (employees, contractors, visitors) and obtaining necessary consents.
23.4 Network Installation Services
23.4.1 The Supplier will provide network installation services, including planning, design, installation, and initial configuration, as specified in a separate agreement.
23.4.2 Any modifications or additional requirements beyond the original scope will be subject to revised quotations and extra charges.
23.4.3 The Supplier is not liable for network outages or performance issues caused by factors beyond its control, including external service providers or Client-managed infrastructure.
23.5 PC Repairs and Maintenance
23.5.1 PC and related equipment repairs shall be performed in accordance with industry best practices.
23.5.2 The Client is advised to back up all data prior to submitting equipment for repair. The Supplier shall not be liable for any data loss except in cases of proven negligence.
23.5.3 Estimated repair times are provided for planning purposes only and may vary due to parts availability and the nature of the fault.
23.5.4 On-site repair services may incur additional travel or diagnostic fees.
23.6 Data Recovery Services
23.6.1 Data recovery services are offered on a best-efforts basis only. The Supplier does not guarantee complete data recovery, and the Client accepts the inherent risk.
23.6.2 Recovery fees shall be agreed upon in advance.
23.6.3 The Supplier shall not be liable for any loss of data or consequential damages if recovery is unsuccessful.
23.7 Custom Built PCs
23.7.1 For custom-built PC projects, the Supplier will develop specifications based on the Client’s requirements, and detailed quotes and configurations will be provided for approval before commencement.
23.7.2 Warranty terms for custom-built PCs shall be specified separately and may differ from those applicable to off-the-shelf products.
23.7.3 The Client is responsible for ensuring that any software installed is properly licensed and that any third-party components comply with applicable copyright and licensing laws.
23.8 On-Site Services
23.8.1 On-site services (including IT support, network installation, repairs, and maintenance) must be scheduled in advance and may incur additional travel or service call fees.
23.8.2 The Client shall provide a safe, secure, and compliant working environment (including access, power, and facilities) for the Supplier’s technicians.
23.8.3 The Supplier shall not be liable for accidents, injuries, or damages occurring on-site unless such liability arises as a result of proven negligence.
23.8.4 Work conducted outside standard business hours will incur additional charges, as agreed in the service order.
23.9 Customers Visiting Our Premises
23.9.1 Any domestic customers or visitors accessing the Supplier’s premises must comply with the applicable visitor policies in force at the time of their visit.
23.9.2 Entry to the premises constitutes consent to surveillance (including CCTV with audio recording).
23.9.3 The Supplier shall not be liable for any loss, damage, or injury suffered by visitors, except in cases of demonstrable negligence.
24. Notices
24.1 Communication
All notices or other communications under this Agreement must be in writing and sent either by personal delivery, recorded delivery/post, or by email (with confirmation of receipt) to the addresses provided by the parties. No cancellation request or amendment is valid unless submitted in writing via the designated channels (e.g., registered email or postal address). Informal communications (e.g., phone calls, chat messages) do not constitute valid notice.
24.2 Contact Details
Each party shall promptly notify the other in writing of any changes to its respective contact details.