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ctm Information Technology
Microsoft Solutions Partner

Terms & Conditions

Version

2024-09

    1. Introduction

    2. These terms and conditions shall govern the sale and purchase of products and services through our website and via direct contact with us.
    3. You will be asked to give your express agreement to these terms and conditions before you can place an order.
    4. You warrant and represent to us that you contract with us under these terms and conditions exclusively in the course of a UK registered business and not as a consumer.

    1. Interpretation

    2. In these terms and conditions:
      1. "we" and "us" means Cannon Tomlinson Mansley Ltd, trading as ctm Information Technology; and
      2. "you" means our customer or prospective customer,
      3. "upstream provider" means the third-party supplier of the products being purchased, usually Microsoft Corporation
      and "us", "our" and "your" should be construed accordingly.

    1. Products and services

    2. Microsoft 365 and Azure Subscriptions

      1. We agree to supply you with Microsoft 365 and Microsoft Azure products on a subscription basis.
      2. The advertising of products on our website constitutes an "invitation to treat" rather than a contractual offer.
      3. No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this section.
      4. To enter into a contract through our website to purchase products from us, you must successfully register for an account, successfully login using your credentials, add the appropriate products to your basket and check-out. If your check-out is successful, you have entered into a binding contract with us to purchase the products selected.
      5. You will have the opportunity to identify and correct input errors prior to making your order.
      6. ‌Errors realised after ordering can usually be corrected same-day without charge, but we reserve the right to charge you if our upstream provider charges us.
      7. We may periodically change the products available on our website, and we do not undertake to continue to supply any particular product or type of product.
      8. ‌Our upstream providers may make changes to the availability of products without notifying us, and so some products advertised as available may fail to check out as a result.
      9. Y‌ou agree to pay for all products or services that we have provided to you from our upstream providers at the prices displayed on our website, or (in the case of usage-based services such as Microsoft Azure), the prices displayed on the relevant upstream provider's website, less any discount we have agreed.
      10. We will from time to time change the prices quoted on our website, usually in response to a change in pricing by the upstream provider. This will only affect future usage from the time of the change.
      11. If you fail to pay to us any amount due in accordance with the provisions of these terms and conditions, then we may withhold the products ordered and/or by written notice to you at any time cancel the contract of sale for the products. This may entail but is not limited to suspension of your subscriptions with our upstream providers.
      12. ‌You can reduce the quantity of or cancel entirely the subscriptions you have with us via our website only within a specific cancellation window as shown on our website. Once this window has closed, reductions and/or cancellation will not be possible for the remainder of the subscription term.
      13. Any credit due to you resulting from a reduction or cancellation will be added to your next bill in accordance with the pro-rata terms of our upstream providers.

    3. Managed Service Subscriptions

      1. We agree to provide you with professional IT managed services on a subscription basis.
      2. Managed services priced per-user are charged at an agreed percentage of the Microsoft Estimated Retail Price (ERP) for the products that they are using, snapshotted on a daily basis.
      3. Managed services priced per-Azure are charged at a percentage of the total spend per-month on Azure at Microsoft Retail prices.
      4. Other managed services are charged based on a fixed rate card per-instance.
      5. The percentages and/or fixed rates for managed services to which you subscribe will be agreed with you in writing in advance of us providing service.
      6. Managed service subscriptions have a minimum term of 12 months followed by a rolling 3 month notice period for cancellation.
      7. We reserve the right to adjust the rates and prices agreed for managed services at any time. We will give you one month's written notice of any such change and, in such an event, you will have the option to cancel the affected managed services subscriptions without penalty should you wish.
      8. Target response times for our Helpdesk service are subject to our Service Level Agreement.

    4. Small Elective Works

      1. We agree to provide you with professional IT services on an ad-hoc basis for small, self-contained items of work.
      2. Small elective works will be priced on a fixed price, fixed deliverable basis.
      3. Invoices will be raised on either an ad-hoc or monthly in-arrears basis.

    5. Large Elective Works

      1. We agree to provide you with professional IT services on an ad-hoc basis for complex items of work that require detailed design and planning.
      2. Large elective works will be priced on a fixed price, fixed deliverable basis.
      3. The act of signing and returning a quote is an agreement to the quote and its referenced documents and takes precedence over any previous communications.
      4. If you fail to sign and return the quote before the sign-off deadline shown, we reserve the right not to undertake any work either explicitly or implicitly agreed. Any delay in this process may cause changes to the timescales and/or costs outlined by the quote and its referenced documents.
      5. If you wish to alter the quote in any way after signing, including but not limited to changes in requirements, timescales or deadlines, we reserve the right to charge a replanning fee equal to 10% of the total amount agreed on the original quote to produce a revised quote for sign-off. Work will commence as per the terms of the contract and original quote unless the revised quote is signed-off, regardless of whether or not we opt to charge a replanning fee. The replanning fee, if charged, will be shown separately on the revised quote.
      6. Invoices will be raised on an ad-hoc basis in respect of completed jobs, either partially or fully as defined by the quote and its referenced documents.
      7. Unless otherwise stated by subsequent agreement, the contract shall be in force from the date the signed quote is returned to us before the sign-off deadline, to the date on which all invoices been paid in full.

    6. Third-party Hardware and Software Supply

      1. We agree to source and supply you with computer hardware, software and services from third-party suppliers.
      2. Third-party hardware and software will be priced on a fixed price, fixed deliverable basis.
      3. We shall only be liable for ensuring, if reasonably practicable, that third-party products and services work with your systems at the time of installation. We may also provide advice in respect of such third-party items but shall not be obliged to amend your systems in light of changes in circumstance post-installation.
      4. All third-party supplied products remain our property until paid for in full.
    7. We shall not be liable to maintain or provide ongoing support to any product or service supplied unless otherwise agreed as a part of a Managed Service Subscription.
    8. Unless otherwise agreed, all work shall be undertaken during UK office hours: 09:00 to 17:00 GMT/BST on weekdays, excluding national Bank Holidays of England.

    9. We warrant and agree to provide all products and services to you:

      1. in accordance with these terms and conditions and all applicable laws;
      2. with due care, skill and diligence;
      3. with due expedition and in accordance with agreed service levels;
      4. in a proper and professional manner, and in accordance with generally accepted industry practice; and
      5. in accordance with your reasonable instructions or requirements.

    1. Access

    2. You undertake to permit us and our agents access to your systems for reasonable purposes to undertake the contract.
    3. You further undertake to ensure that your systems will be operated in accordance with our reasonable, professional recommendations as stipulated from time to time.
    4. You shall provide us with such assistance as we shall reasonably request in delivering products and services under the contract. This includes but is not limited to customer obligations detailed in any supporting documentation which we provide.
    5. We will in all instances use our reasonable endeavours to undertake work remotely from your premises, and you agree to carry out our reasonable directions to enable us to do so.

    1. Pricing

    2. We shall be entitled to charge for any products or services that you request which are not already included within the scope of the contract. Additional products and services will be charged at our prevailing rates at the time of the request unless otherwise agreed.
    3. Subject to your agreement in writing, we shall be entitled to charge all reasonable travel, subsistence, accommodation and other expenses incurred in undertaking the contract unless otherwise agreed.
    4. We shall be entitled to change our rates for existing subscriptions at any time. A minimum of one month’s written notice will be given of any such change. If you opt to terminate this agreement by the giving of notice during this one month period, all services provided for the remainder of the notice period will be at and bound by the rates and terms prior to the change.
    5. ‌Prices quoted may be personalised to your account, therefore prices quoted on the site may be incorrect if you are not logged into your account when you view them.
    6. All amounts stated in these terms and conditions, on our website or in any other communications from us are exclusive of VAT unless otherwise stated.

    1. Payments

    2. You must pay the prices of the products you order, as quoted, unless otherwise agreed.
    3. You must pay any initial deposit before commencement of supply. Deposits will be recorded as a payment on account.
    4. Payments must be made by Direct Debit, or by special arrangement, bank transfer.
    5. If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:
      1. an amount equal to the amount of the charge-back;
      2. all third-party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);
      3. an administration fee of GBP 100.00 including VAT; and
      4. all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this section (including without limitation legal fees and debt collection fees),
      and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this section.

    1. Credit accounts

    2. If we agree to open a business account for you, you will be able to pay in arrears, in accordance with the provisions of this section.
    3. If you hold an account, we will send to you an invoice for payment regularly to cover all current subscriptions and usage products consumed since the last invoice, and you will pay such invoice within 30 days following the date of our invoice.
    4. ‌We will generally invoice you once per month. However we reserve the right to change this frequency if we deem it necessary, for example if your agreed credit limit is too low to cover a whole month of usage.
    5. ‌Direct Debit payments for invoices will be taken on or around 14 calendar days after the invoice date.
    6. Business accounts will be subject to such credit limits as we may notify to you from time to time.
    7. You agree to raise any query or dispute you have relating to an invoice within 30 days from the invoice date.
    8. If you do not pay to us any amount properly due under or in connection with these terms and conditions in full and on time, we may:
      1. charge you interest on the overdue amount at the rate of 8% per year above the Bank of England base rate (which interest will accrue daily until the date of payment and be compounded at the end of each calendar month); or
      2. claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998,
      without prejudice to our other legal rights or rights under these terms and conditions.

    1. Publicity

    2. Each party gives the other its consent to publicise, in a positive light only, the fact that the parties have a business relationship, but not to disclose the terms of the contract. For this purpose each party grants to the other a non-exclusive royalty free licence to use the logos and trademarks of the other party provided always that such use shall be for the purposes of publicising the relationship of the parties.

    1. Confidential information and intellectual property

    2. All information, drawings, specifications, documentation, software listings or code which we or you may have from time to time imparted to one another relating to your system and services or its operation or any software used on it which is regarded as confidential by us or you shall be used solely and entirely in accordance with the provisions of the contract and that it shall not at any time during or after expiry or termination of the contract disclose in any way whatsoever directly or indirectly such information etc without the prior written consent of the other party.
    3. It is specifically agreed that the preceding clause shall also apply to confidential information acquired by either of the parties from the other party as a consequence of the operation of the contract save where the same is already within the public domain other than through any act or omission by or on behalf of one or both of the parties.
    4. Both parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which they have obtained, except as authorized by the other party or as required by law.

    1. Limitations and exclusions of liability

    2. Nothing in these terms and conditions will:
      1. limit or exclude any liability for death or personal injury resulting from negligence;
      2. limit or exclude any liability for fraud or fraudulent misrepresentation;
      3. limit any liabilities in any way that is not permitted under applicable law; or
      4. exclude any liabilities that may not be excluded under applicable law.
    3. The limitations and exclusions of liability set out in this section and elsewhere in these terms and conditions govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

    4. Subject to clause 3.8, we will not be liable to you in respect of any:

      1. loss incurred through failure to follow our professional recommendations;
      2. business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill;
      3. loss or corruption of any data, database or software;
      4. special, indirect or consequential loss or damage;
    5. Neither party will be liable to the other in respect of any losses arising out of any event or events beyond their reasonable control.
    6. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
    7. Our aggregate liability to you in respect of any contract to purchase products or services from us under these terms and conditions shall not exceed the total amount paid under the contract in the twelve months preceding the liability event.

    1. Cancellation/Termination

    2. We may cancel a contract under these terms and conditions immediately, by giving you written notice of termination, if:
      1. you fail to pay, on time and in full, any amount due to us under that contract; or
      2. you commit any material breach of that contract and fail to remedy said breach within 7 days of notification.
    3. You may cancel a contract under these terms and conditions immediately, by giving us written notice of termination, if we commit any material breach of that contract and fail to remedy said breach within 7 days of notification.
    4. We may, subject to applicable law, cancel a contract under these terms and conditions by written notice to you if:
      1. you cease to trade;
      2. you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;
      3. a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;
      4. the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
      5. any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors.
    5. Without prejudice to our rights of termination at any time, we shall have the right to suspend the provision of any product or service under the contract without notice if:
      1. we have the right to terminate the contract under these terms and conditions; or
      2. we are obliged to comply with an order, instruction or request of Government, an emergency services organisation, or other administrative authority, to cease to provide said product or service to you.
    6. Upon termination of the contract, for whatever reason, you shall forthwith pay all monies then due and invoiced.
    7. Either party may cancel the contract by written notice to the other party if they are prevented from fulfilling the contract by any event beyond their reasonable control for 7 days or more, including without limitation any power failure, industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, riot, terrorist attack or war.

    1. Consequences of cancellation/termination

    2. If a contract under these terms and conditions is cancelled in accordance with Section 11:
      1. we will cease to have any obligation to deliver products which are undelivered at the date of cancellation;
      2. you will continue to have an obligation where applicable to pay for products which have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products);
      3. you will continue to have an obligation where applicable to pay for products which have ceased to be delivered but for which you have already made a commitment, for example monthly payments on an annual commitment, for which we may raise a single invoice at the point of cancellation for all payments due, both current and future;
      4. we will deliver to you all of your property (including any of your confidential information and any of your intellectual property) in our possession;
      5. we will not hinder or obstruct your transition to a new provider; and
      6. all the other provisions of these terms and conditions will cease to have effect, except that Sections 1.3, 6.5, 7.2, 7.7, 9, 10, 15, 16, 17, 18, 20 and 22 will survive termination and continue in effect indefinitely.

    1. Scope

    2. These terms and conditions shall not constitute or effect any assignment or licence of any intellectual property rights.
    3. These terms and conditions shall not govern the licensing of works (including software and literary works) comprised or stored in products.

    1. Variation

    2. We may revise these terms and conditions from time to time by publishing a new version on our website.
    3. A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision.
    4. You may be asked to agree to changes to these terms and conditions at the first login after the change has been published.
    5. Either party may suggest modifications to this agreement at any time. Such modifications will only by binding if agreed by you and our Directors in writing as-per clause 20.1(c).

    1. Assignment

    2. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
    3. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

    1. No waivers

    2. No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.
    3. No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of that contract.

    1. Severability

    2. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
    3. If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

    1. Third party rights

    2. A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
    3. The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

    1. Privacy

    2. By signing-up to use our service, be it in demo or production form:
      1. you consent to our use of all cookies as described in our Cookie Policy. This consent supersedes any prior decision to withhold such consent that you may have made when accessing our site publicly; and
      2. you consent to our processing of your personal data as described in our Privacy Policy.
      3. both parties agree to comply with the Data Protection Act 2018 (as may be updated from time to time) in connection with this agreement.

    1. Entire agreement

    2. Subject to section 10.1, these terms and conditions, together with:
      1. the Microsoft Customer Agreement;
      2. our policies; and
      3. any special additional terms agreed between you and our Directors in writing
      shall constitute the entire agreement between you and us in relation to the sale and purchase of our products and shall supersede all previous agreements between you and us in relation to the sale and purchase of our products.

    1. Notice

    2. Any notices which are to be given under these terms shall be in writing by post to the principal place of business of each party, or by email to agreements@ctm-it.com and the addresses we have on file for the customer decision maker(s).
    3. Both parties agree to notify the other in the event of any change in contact details.

    1. Law and jurisdiction

    2. These terms and conditions shall be governed by and construed in accordance with English law.
    3. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

    1. Statutory and regulatory disclosures

    2. We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.
    3. These terms and conditions are available in the English language only.

    1. Our details

    2. ctm Information Technology is a trading style of Cannon Tomlinson Mansley Ltd.
    3. We are registered in England and Wales under registration number 03886157.
    4. Our VAT number is GB751773417.
    5. Our registered office and principal place of business is 5 Stow Court, Stow-cum-Quy, Cambridge, CB25 9AS, UK.
    6. You can contact us:
      1. using our website contact form;
      2. by email, using the email address enquiries@ctm-it.com; or
      3. by live chat, using the facility on our website.