Standard Terms of Engagement

These Terms may be updated or amended from time to time without prior notice. The current version published on this website will always apply to new instructions and engagements.

1. Parties and Definitions

These Terms govern the provision of services by IT Kabin (“I”, “me”, “my”), to the client named in the relevant quotation, statement of work, ticket, or email confirmation (“you”, “your”). “Services” means the IT support, consultancy, development, configuration, training, installation, or related services I provide. “Deliverables” means any reports, configurations, software, scripts, or other outputs I create for you. “Agreement” means these Terms together with any quotation or statement of work (“SoW”).

2. Basis of Engagement

1. The Agreement starts on the earlier of (a) your written acceptance (including by email) of my quotation/SoW, or (b) the date I begin providing Services at your request.
2. If there is any conflict, the SoW/quotation takes precedence over these Terms.

3. Scope, Changes and Out-of-Scope Work

1. The scope of the Services is as described in the SoW/quotation or my written confirmation (including tickets/emails).
2. Any change to scope (including additional tasks, new systems, or increased effort) must be agreed in writing. I may provide a revised estimate or SoW for approval before proceeding.
3. Out-of-scope or urgent work requested by you may be performed at my then-current rates.

4. Fees, Rates and Expenses

1. Unless stated otherwise in the SoW:
   • My standard rate is £69/hour (minimum charge: 1 hour per engagement/call-out).
   • Out-of-hours or priority work may be charged at £99/hour.
2. Travel time, mileage, courier, parking, third-party licensing, cloud subscriptions, parts, and consumables are charged in addition at cost plus a reasonable handling/admin uplift where applicable.
3. I am not VAT-registered; therefore, VAT will not be added to my invoices.

5. Invoicing and Payment Terms

1. I may invoice on completion of the relevant work, at agreed milestones, or monthly in arrears for time and materials engagements.
2. Payment is due within 14 days of the invoice date, unless otherwise agreed in writing.
3. I accept payment by bank transfer / card / direct debit. You are responsible for any bank charges or transfer fees.
4. I may require advance payment or a deposit for hardware, software, or major Services.

6. Late Payment and Credit Control

1. If any sum is not paid by the due date, I may:
   • Charge statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% per annum above the Bank of England base rate), plus the fixed compensation sum per invoice (£40/£70/£100 depending on debt size) and my reasonable recovery costs; or
   • Where a different late-fee structure is expressly agreed in the SoW, apply that contractual rate instead of statutory interest.
2. Without limiting my other rights, I may suspend Services (including disabling access to Deliverables or pausing support) on giving notice if any undisputed amount remains overdue by more than 3 days.
3. Payments received may be allocated to the oldest outstanding invoices first.
4. If an invoice is disputed in good faith, you must notify me in writing before the due date with full details. You must pay the undisputed portion on time.

7. Direct Debit Cancellation and Missed Payment Charge

If the Client cancels a Direct Debit instruction or payment is not collected on the scheduled payment date for any reason, the Client will remain responsible for the sums due under these Terms.

An administration charge of £49 will be payable automatically by the Client in respect of each Direct Debit cancellation or missed payment to cover the costs associated with the failed collection and the re-establishment of the Direct Debit arrangement.

The £49 charge is payable in addition to the outstanding payment amount and must be paid within 14 days of the date of the invoice for the charge.

We may suspend services or make further collections by alternative means until all outstanding amounts, including administration charges, are settled.

Nothing in this clause limits our rights under applicable law to recover sums due, including any interest or additional costs incurred as a result of non-payment.

8. Client Responsibilities

1. Provide timely access to premises, systems, data, and personnel as reasonably required for me to perform the Services.
2. Maintain appropriate backups of your systems and data unless my SoW expressly states that I provide backup services.
3. Ensure you have and maintain valid licenses for any third-party software or services used in or with your environment unless I supply them to you.

9. Intellectual Property and Licensing

1. You retain all IP rights in materials you provide (“Client Materials”).
2. I retain all IP in my pre-existing tools, frameworks, know-how, and methodologies (“Background IP”).
3. Subject to full payment of all fees, I assign to you ownership of the bespoke Deliverables I expressly create for you under the SoW, excluding my Background IP. To the extent my Background IP is embedded in any Deliverable, I grant you a non-exclusive, non-transferable licence to use it solely for your internal business purposes.
4. Nothing in this Agreement transfers ownership of third-party software; such items are licensed under the relevant vendor terms.

10. Confidentiality and Data Protection

1. Each party shall keep the other’s confidential information secret and use it only for the proper performance of this Agreement.
2. Where I process personal data on your behalf, the parties shall enter into a data processing agreement compliant with UK GDPR and the Data Protection Act 2018.

11. Warranties

1. I warrant that I will provide the Services with reasonable skill and care.
2. Except as expressly stated, the Services and Deliverables are provided “as is”. I do not warrant that any system will be uninterrupted or error-free, or that vulnerabilities will never occur.
3. Your sole remedy for breach of this clause is re-performance of the relevant Services or, at my option, a refund of the fees paid for the non-conforming Services.

12. Liability

1. Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
2. Subject to clause 11.1, I shall not be liable for: loss of profit, revenue, business, goodwill, or anticipated savings; loss or corruption of data; or any indirect, special, or consequential loss.
3. Subject to clauses 11.1 and 11.2, my total aggregate liability arising out of or in connection with the Agreement shall be limited to the total fees paid by you to me for the Services giving rise to the claim in the 1 month preceding the event giving rise to the liability.

13. Term, Suspension and Termination

1. This Agreement continues until the Services are completed or terminated in accordance with this clause.
2. Either party may terminate for convenience on 14 days’ written notice (for ongoing/support engagements). Any fixed-term or project SoW may only be terminated early if expressly permitted in the SoW.
3. Either party may terminate immediately by notice if the other materially breaches this Agreement and (where remediable) fails to remedy within 14 days of notice, or becomes insolvent.
4. On termination, you shall pay for all Services performed up to the termination date, all committed third-party costs, and any agreed early termination charges in the SoW. I may provide a reasonable professional services handover subject to my standard rates.

14. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including but not limited to power or internet failures, labour disputes, epidemic/pandemic, government action, or supplier failure, provided the affected party uses reasonable endeavours to mitigate the effects.

15. Subcontracting

I may subcontract aspects of the Services but remain responsible for performance. I will ensure subcontractors are bound by confidentiality obligations no less protective than these Terms.

16. Dispute Resolution

1. The parties shall first attempt in good faith to resolve any dispute by discussion within 14 days of notice of the dispute.
2. If unresolved, the parties shall consider mediation before commencing court proceedings.

17. Notices

Formal notices under this Agreement must be sent to the addresses stated in the SoW (or subsequently notified) by email and one of: pre-paid post, courier, or hand delivery.

18. Governing Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

Service Hours (Informative)

Usual opening hours: 09:00–14:00, Monday–Friday, excluding UK public holidays. Out-of-hours support may be available by prior arrangement.

Acceptance

By instructing me to proceed, signing a quotation/SoW, submitting a ticket, or otherwise confirming by email, you accept these Terms.