1. About These Terms
These Terms of Business apply to all products and services supplied by REAC Consulting Ltd trading as M365 Chap (the “Supplier”).
These Terms form part of every contract between the Supplier and the Customer unless otherwise agreed in writing.
The Customer accepts these Terms by:
- signing a quotation;
- signing a Managed Services Agreement;
- issuing a purchase order accepted by the Supplier;
- requesting work to commence; or
- accepting delivery of products or services.
Where documents conflict, the following order of precedence shall apply:
- Statement of Work;
- Managed Services Agreement;
- Accepted Quotation; and
- these Terms of Business.
2. Definitions
Business Day: Monday to Friday excluding public holidays in England and Wales.
Contract: the agreement between the Supplier and Customer comprising the applicable documents listed in clause 1.
Customer: the person, company or organisation purchasing products or services from the Supplier.
Equipment: any hardware or other physical products supplied by the Supplier. For clarity, software licences and subscriptions are Third-Party Services rather than Equipment.
Force Majeure Event: an event or circumstance beyond the reasonable control of the affected party.
Personal Data: personal data as defined by applicable Data Protection Laws.
Services: any consultancy, support, managed services, project work, licensing, subscriptions, training or other services provided by the Supplier.
Supplier: REAC Consulting Ltd, company number 07290994, trading as M365 Chap, whose registered office is 3rd Floor, 86-90 Paul Street, London, EC2A 4NE, United Kingdom.
Third-Party Services: software, subscriptions, cloud services, telecommunications services and other services supplied or operated by a third party and procured, resold or administered by the Supplier.
3. Formation of Contract
3.1 A Contract is formed when the Supplier accepts an order, confirms acceptance in writing, or begins work at the Customer’s request.
3.2 Any terms proposed by the Customer shall not apply unless expressly accepted in writing by an authorised representative of the Supplier.
3.3 Marketing material, proposals, estimates, demonstrations and descriptions are illustrative only and do not form part of the Contract unless expressly incorporated into it.
4. Provision of Services
4.1 The Supplier shall provide the Services with reasonable care and skill, using appropriately qualified personnel and in accordance with applicable law.
4.2 The Supplier may use subcontractors, distributors, cloud providers and other third-party service providers where reasonably required to deliver the Services. The Supplier remains responsible for its own contractual obligations, subject to the limitations in these Terms.
4.3 The Supplier shall use reasonable endeavours to meet estimated delivery dates, but unless expressly stated otherwise in the Contract, dates are estimates and time is not of the essence.
4.4 Unless expressly agreed otherwise, the Supplier does not warrant that any Service or Third-Party Service will be uninterrupted, error-free or continuously available.
4.5 The Supplier may reasonably alter the method of delivering Services where required to maintain security, comply with law, accommodate third-party supplier changes or improve service delivery, provided that this does not materially reduce the Services agreed with the Customer.
4.6 The Supplier is required to provide only the Services expressly described in the applicable quotation, agreement, statement of work or service schedule.
4.7 Work requested outside the agreed scope may be charged separately at the Supplier’s then-current rates. The Supplier may decline or defer out-of-scope work until the parties have agreed the scope, charges and timetable in writing.
5. Customer Responsibilities
5.1 The Customer shall:
- provide complete, accurate and timely information;
- cooperate with reasonable requests from the Supplier;
- provide access to premises, systems, personnel and data where reasonably required;
- maintain valid licences for software and services not supplied by the Supplier;
- comply with applicable law;
- promptly report faults, incidents and suspected security events; and
- maintain accurate billing, technical and contact information.
5.2 The Customer remains responsible for decisions concerning the operation of its business, systems, personnel and data.
5.3 The Supplier shall not be responsible for a delay to the extent it arises from the Customer’s act or omission, including a failure to provide timely information, access, instructions, approvals or decisions.
5.4 Where delivery is delayed by the Customer, the Supplier may revise timelines, suspend work, reallocate resources, invoice work completed and recover reasonable additional costs caused by the delay.
5.5 Where a project remains delayed by the Customer for more than thirty days, the Supplier may treat it as suspended and require a revised implementation plan, timetable and charges before work recommences.
5.6 The Supplier may limit, decline or withdraw support for software, hardware or services no longer supported by their manufacturer, publisher or vendor. Any agreed assistance for unsupported systems is provided on a reasonable endeavours basis and may be charged separately.
6. Equipment, Licensing and Third-Party Services
6.1 Risk in Equipment passes to the Customer on delivery. Title remains with the Supplier until the Supplier has received payment in full for that Equipment.
6.2 Where the Supplier supplies, resells, procures or administers Third-Party Services, the Customer is also bound by the applicable third party’s terms, licence conditions, acceptable use rules and service limitations.
6.3 Unless expressly agreed otherwise, the Supplier does not warrant the future availability, pricing, licensing model, functionality or performance of Third-Party Services. Any third-party warranty is limited to the warranty provided by the relevant third party.
6.4 The Supplier shall use reasonable endeavours to assist the Customer with genuine warranty or support claims relating to Equipment or Third-Party Services supplied by the Supplier.
6.5 Certain Third-Party Services may carry minimum commitment periods, advance payment requirements or non-cancellable obligations. Where the Supplier incurs such a commitment for the Customer, the Customer remains liable for the associated charges despite termination of the Contract, termination of the relevant Service or a reduction in usage, to the extent of the Supplier’s unavoidable commitment.
6.6 The Supplier may invoice those committed charges in accordance with the original billing schedule or, following termination, as a single amount representing the Supplier’s remaining unavoidable liability to the third-party supplier.
7. Fees and Payment
7.1 Invoices are payable within thirty days of the invoice date unless the Contract states otherwise.
7.2 All prices are exclusive of VAT and any other applicable taxes or duties unless expressly stated otherwise.
7.3 If an undisputed invoice remains overdue, the Supplier may, after giving reasonable notice where practicable, suspend Services, withhold deliverables or decline additional work until payment is received.
7.4 The Supplier may charge interest and recover reasonable debt-recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
7.5 The Customer shall pay amounts properly due without set-off, counterclaim, deduction or withholding, except where required by law. This does not prevent the Customer from raising a genuine dispute promptly and in good faith.
8. Intellectual Property
8.1 Each party retains ownership of intellectual property it owned before the Contract or develops independently of it.
8.2 Unless the Contract expressly states otherwise, intellectual property created by the Supplier in delivering the Services remains the property of the Supplier or its licensors.
8.3 Once all relevant invoices have been paid, the Supplier grants the Customer a non-exclusive, non-transferable licence to use the deliverables for the Customer’s internal business purposes.
8.4 The Customer shall not resell, redistribute, publish or commercially exploit Supplier intellectual property without prior written consent.
8.5 The Customer warrants that materials, data and instructions supplied by it may lawfully be used by the Supplier for the agreed purpose and shall be responsible for third-party claims arising from materials supplied by the Customer, except to the extent caused by the Supplier’s unauthorised use.
9. Data Protection
9.1 Each party shall comply with the UK GDPR, the Data Protection Act 2018 and other Data Protection Laws applicable to its processing of Personal Data.
9.2 The parties’ roles as controller, processor or independent controllers shall be determined by the processing activity concerned and applicable law. Where the Supplier processes Personal Data solely on the Customer’s documented instructions, the Customer is the controller and the Supplier is the processor.
9.3 The Supplier may use subprocessors where reasonably required to provide the Services, subject to the requirements of applicable Data Protection Laws and any applicable Data Processing Addendum.
9.4 The Supplier shall maintain appropriate technical and organisational measures to protect Personal Data, having regard to the nature of the processing, available technology, implementation cost and risk.
9.5 Where required, the parties shall enter into a Data Processing Addendum, which will form part of the Contract.
9.6 The Supplier shall notify the Customer without undue delay after becoming aware of a Personal Data breach affecting Personal Data processed by the Supplier on the Customer’s behalf.
10. Confidentiality
10.1 Each party shall keep confidential information received from the other party confidential and shall use it only to perform or receive the Services and exercise rights under the Contract.
10.2 A party may disclose confidential information where required by law, to its professional advisers, or to its personnel and subcontractors who need it for the Contract and are bound by appropriate confidentiality obligations.
10.3 Confidential information does not include information which is publicly available other than through breach of confidence, was lawfully known to the recipient before disclosure, is independently developed without use of the other party’s information, or is lawfully obtained from a third party without confidentiality restriction.
10.4 These confidentiality obligations continue for five years after termination, except that trade secrets shall remain protected for so long as they remain trade secrets.
10.5 Email and other agreed electronic communications constitute writing for the purposes of the Contract. This does not alter any requirement for a document to be signed or formally served under clause 16.
11. Cyber Security, Backups and Artificial Intelligence
11.1 The Supplier may provide advice and recommendations concerning cyber security, resilience, compliance, backup and operational risk. The Customer remains responsible for deciding whether to accept those recommendations and for documenting any decision not to do so.
11.2 The Supplier is not responsible for loss to the extent caused or materially increased by the Customer’s failure to implement a reasonable written recommendation, provided the Supplier identified the material risk and the recommendation was within the agreed scope.
11.3 Unless expressly included in the Contract, the Customer remains responsible for its cyber security governance, regulatory compliance, user behaviour, cyber insurance, business continuity and disaster recovery planning.
11.4 The Supplier does not guarantee prevention of cyber attacks, ransomware, phishing, data loss or service interruption.
11.5 Where backup services are included, the Customer acknowledges that no backup, replication or disaster recovery solution can guarantee recovery of all data in all circumstances. Unless restore testing is expressly included in the Services, the Customer is responsible for requesting and validating periodic restore tests.
11.6 A backup service is not warranted to prevent all data loss, eliminate downtime, recover every item of data or, by itself, satisfy every regulatory requirement applicable to the Customer.
11.7 Subject always to clause 12, the Supplier is not liable to the extent a loss is caused by phishing, social engineering, credential theft, password reuse, business email compromise, malicious or fraudulent acts by Customer personnel, user-authorised payments or a cyber incident originating in a third-party system, except to the extent the loss was caused by the Supplier’s breach of the Contract or negligence.
11.8 Where Services concern artificial intelligence systems, including Microsoft Copilot or similar third-party services, the Customer acknowledges that generated outputs may contain errors, omissions, inaccuracies or outdated information and require human review.
11.9 The Customer is responsible for validating AI-generated outputs before relying on, publishing or using them. Subject to clause 12, the Supplier is not liable for a decision made solely on the basis of AI-generated content where the Customer has not undertaken reasonable validation.
12. Limitation of Liability
12.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title obligations, or any other liability that cannot lawfully be limited or excluded.
12.2 Subject to clause 12.1, neither party shall be liable to the other for any indirect or consequential loss. The Supplier shall not be liable for loss of profit, revenue, anticipated savings, business opportunity or goodwill, whether direct or indirect.
12.3 Subject to clauses 12.1 and 12.4, the Supplier’s total aggregate liability arising out of or in connection with a Contract shall not exceed 150% of the fees paid or payable by the Customer under that Contract during the twelve months immediately preceding the event giving rise to the claim. If the Contract has existed for less than twelve months, the cap shall be based on the fees paid or payable for that shorter period.
12.4 Nothing in clauses 11 or 12 relieves the Supplier of its obligation to provide the Services with reasonable care and skill or excludes liability to the extent caused by the Supplier’s breach of Contract or negligence.
12.5 The Customer is responsible for maintaining insurance appropriate to its business and for losses exceeding the limits in this clause.
13. Non-Solicitation
13.1 During the Contract and for twelve months after it ends, the Customer shall not knowingly solicit for employment or engagement an employee or contractor of the Supplier who was materially involved in delivering the Services, other than through a general recruitment campaign not targeted at that person.
13.2 If the Customer breaches clause 13.1, it shall reimburse the Supplier for the reasonable and evidenced recruitment, replacement and associated costs actually incurred as a result, subject to clause 12.
14. Suspension and Termination
14.1 Either party may terminate a Contract for material breach if the breach is capable of remedy and remains unremedied thirty days after written notice requiring it to be remedied. A party may terminate immediately where a material breach is not capable of remedy.
14.2 The Supplier may suspend affected Services or terminate the Contract on written notice if an undisputed invoice remains unpaid after its due date and the Customer fails to pay within a reasonable further period stated in the notice.
14.3 Either party may terminate immediately if the other becomes insolvent, ceases trading or enters an analogous insolvency process, except for a solvent restructuring.
14.4 The Supplier may suspend or terminate affected Services if their continuation would be unlawful or would create a material and demonstrable security or regulatory risk that cannot reasonably be mitigated. Where practicable, the Supplier shall first explain the risk and allow the Customer a reasonable opportunity to address it.
14.5 On termination, all sums properly due become payable; access to terminated Services may cease; licences may end in accordance with third-party terms; and Equipment belonging to the Supplier shall be returned.
14.6 Termination does not affect accrued rights or obligations. Clauses intended by their nature to survive termination shall continue, including clauses 6.5, 8, 9, 10, 12, 13 and 16.
15. Force Majeure
15.1 Neither party is liable for delay or failure to perform an obligation, other than a payment obligation, to the extent caused by a Force Majeure Event.
15.2 Force Majeure Events may include natural disasters, war, terrorism, epidemic, industrial disputes, government action, power or telecommunications failures and failures of critical suppliers, where beyond the affected party’s reasonable control.
15.3 The affected party shall notify the other as soon as reasonably practicable and use reasonable endeavours to reduce the effect of the event.
16. General
16.1 Notices under the Contract shall be in writing and sent to the postal or email address stated in the applicable quotation, agreement or most recent written contact details. A notice by email is deemed received at 9:00 am on the next Business Day after transmission, provided no delivery failure message is received. This clause does not apply to service of legal proceedings.
16.2 The Supplier may assign or subcontract its rights and obligations where this does not materially reduce the Customer’s rights. The Customer may not assign the Contract without the Supplier’s prior written consent, not to be unreasonably withheld or delayed.
16.3 A waiver is effective only if given in writing and applies only to the circumstances for which it is given.
16.4 If a provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, deleted. The remaining provisions remain effective.
16.5 Nothing in the Contract creates a partnership, joint venture, employment or agency relationship.
16.6 The Contract constitutes the entire agreement concerning its subject matter. Neither party relies on a statement not contained in the Contract, but nothing excludes liability for fraud or fraudulent misrepresentation.
16.7 A variation is effective only if agreed in writing by authorised representatives of both parties.
16.8 The Supplier may identify the Customer as a customer in customer lists and proposals, provided no confidential information is disclosed. Use of the Customer’s logo, a case study or a testimonial requires prior written consent. The Customer may withdraw future identification permission by written notice.
16.9 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.
16.10 The Contract is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
16.11 Electronic signatures and electronic acceptance have the same effect as handwritten signatures to the extent permitted by law.
