Terms of Business

1About us

IT Consultancy & Provision Ltd. is a company registered in England and Wales (company number 06747955), whose address is 104 Lanacre Ave, London, United Kingdom. You can contact us at mohammad@sahebjamee.com or through our contact form.

2Definitions

Contract

The agreement between you and us, made up of the Proposal (or Statement of Work) and these Terms.

Proposal / Statement of Work

The document describing the Services, Deliverables, timescales and Fees for an engagement.

Services

The consulting, professional, managed or expert-session services we provide to you.

Deliverables

The documents, designs, configurations, code and other materials we create specifically for you as part of the Services.

Fees

The charges for the Services, as set out in the Proposal or on our website.

Business Day

Monday to Friday, excluding public holidays in England.

3How the Contract is formed

1. A Contract is formed when you accept our Proposal in writing (including by email or electronic signature), issue a purchase order referring to it, or ask us to start work. For expert sessions, it is formed when you complete payment on our website.
2. If there is a conflict, the Proposal takes priority over these Terms, but only for that engagement.
3. Any terms in your purchase order or other documents do not apply unless we agree to them in writing.
4. Proposals are valid for 30 days unless they state otherwise.

4Our services

1. We will provide the Services with reasonable skill and care, in line with good industry practice, using appropriately qualified people.
2. We will use reasonable efforts to meet agreed dates. Timescales are estimates unless the Proposal says that a date is essential.
3. We may choose which of our people deliver the Services, and may use carefully selected subcontractors. We remain responsible for their work.
4. Where Services are delivered on your premises or systems, we will follow your reasonable security and site policies that you have told us about in advance.

5Your responsibilities

1. You will give us timely access to the people, information, systems, premises and accounts we reasonably need, and make decisions and approvals promptly.
2. You are responsible for making sure the information you give us is accurate and complete, and that you have the right to share it with us.
3. Unless the Proposal says otherwise, you are responsible for buying and maintaining the software licences and cloud subscriptions (for example Microsoft Azure or Microsoft 365) used in the Services, and for paying their charges.
4. Before any change to your live systems, you are responsible for keeping suitable, current backups of your data unless backup is part of the Services.
5. If your delay or failure to meet these responsibilities affects the Services, we are not responsible for the resulting delay, and we may charge reasonable additional Fees for the extra time involved.

6Changes to the Services

Either of us may ask for a change to the scope of the Services. We will tell you the impact on timescales and Fees, and the change will only apply once we have both agreed it in writing (email is enough).

7Fees, expenses and payment

1. Fees are as set out in the Proposal or, for expert sessions, on our website at the time of booking. Time-based Fees are charged at the rates in the Proposal.
2. VAT: we do not currently charge VAT. If we become VAT-registered, VAT will be added to our Fees at the applicable rate from the date of registration, and we will tell you in advance.
3. Reasonable expenses agreed in advance, such as travel outside London, are charged at cost.
4. Unless the Proposal says otherwise, we invoice monthly in arrears or at the milestones in the Proposal. Invoices are payable within 14 days of the invoice date, by bank transfer to the account shown on the invoice.
5. If an invoice is not paid on time, we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% a year above the Bank of England base rate. We may also suspend the Services after giving you 7 days' written notice.
6. If you dispute an invoice in good faith, please tell us within 10 days of receiving it, and pay any undisputed amount on time.

8Expert sessions booked online

1. Expert sessions (currently 30 minutes for £250 or 1 hour for £400) are one-to-one advisory sessions held by Microsoft Teams, phone or video call. They are paid in full when you book.
2. After you book, we will confirm the session time by email. If we cannot offer your preferred time, we will offer alternatives. If none suits you, we will refund you in full.
3. Rescheduling: if you give us at least 24 hours' notice, you can move your session to another available time once, free of charge.
4. Cancellation by you: sessions are not refundable if you cancel with less than 24 hours' notice or do not attend. If you give at least 24 hours' notice, please reschedule your session as set out above.
5. Cancellation by us: if we need to cancel, we will offer a new time or a full refund, whichever you prefer.
6. Sessions provide general professional guidance based on the information you give us during the session. They are not a full assessment, audit or design of your environment, and you should not rely on them as such. Any follow-up work is quoted separately.
7. If you are a consumer (booking for purposes outside your trade or business): you have a legal right to cancel within 14 days of booking. If you ask us to hold the session within those 14 days and then cancel, we may deduct a proportionate amount for any part of the session already provided. Nothing in these Terms affects your statutory rights as a consumer.

9Third-party products and licensing

Many of our Services involve third-party products and cloud services, such as Microsoft Azure, Microsoft 365 and Copilot. These are provided under the third party's own terms, licences and service levels, which apply directly between you and that provider. We are not responsible for third-party products, their availability or changes their providers make, but we will help you raise issues with the provider where it is within the scope of the Services.

10Intellectual property

1. Each of us keeps ownership of the intellectual property it owned before the Contract or creates independently of it.
2. Once you have paid the relevant Fees in full, ownership of the intellectual property in the Deliverables passes to you, except for any of our pre-existing materials, tools, templates and know-how included in them.
3. We grant you a non-exclusive, perpetual, royalty-free licence to use any of our pre-existing materials included in the Deliverables, for your internal business purposes.
4. We may reuse general know-how, skills and experience gained during the Services, as long as we do not disclose your Confidential Information.

11Confidentiality

Each of us will keep the other's confidential information secret, use it only for the Contract, and share it only with employees, subcontractors and advisers who need to know it and are bound by similar duties. This does not apply to information that is public through no fault of the recipient, was already lawfully known to it, or must be disclosed by law. These obligations continue for 5 years after the Contract ends. We will not name you as a client or publish a case study without your written permission.

12Data protection

1. Each of us will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
2. We handle the personal data of your staff and contacts, used to manage our relationship, as a controller, as described in our Privacy Policy.
3. Where we process personal data on your behalf as part of the Services, for example when we have access to your systems, we do so as your processor. We will process it only on your documented instructions, keep it confidential and secure, use subprocessors only with your authorisation, help you meet your obligations, notify you of any personal data breach without undue delay, and delete or return the data at the end of the Services. On request, we will sign a data processing agreement that sets out these terms in full.

13Warranties

1. We warrant that the Services will be performed with reasonable skill and care. If they are not, please tell us within 30 days of the relevant work and we will re-perform the affected Services at no extra cost. This is your main remedy for a breach of this warranty.
2. Our advice reflects the information available to us and good practice at the time it is given. Technology and threats change, and we do not guarantee that any system will be free from errors, interruptions or security incidents, or that a particular business result will be achieved.
3. All other warranties and conditions, whether implied by law or otherwise, are excluded as far as the law allows.

14Limitation of liability

1. Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.
2. Neither of us is liable for any loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
3. We are not liable for loss or corruption of data except to the extent caused by our breach of the Contract. In that case our liability is limited to the reasonable cost of restoring the data from your latest backup.
4. Subject to point 1, our total liability under or in connection with each Contract, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees paid by you under that Contract in the 12 months before the event giving rise to the claim.

15Non-solicitation

During the Contract and for 12 months after it ends, neither of us will directly solicit or employ any of the other's staff who were involved in the Services, without the other's written consent. This does not apply to people who respond to general job advertisements.

16Term and termination

1. Each Contract continues until the Services are completed or it is ended under this section. Ongoing managed services continue for the minimum term in the Proposal and then until either of us gives 30 days' written notice.
2. Either of us may end a Contract immediately by written notice if the other commits a material breach that is not fixed within 14 days of being asked to, or becomes insolvent.
3. You may end a project engagement early with 30 days' written notice. You will pay for the Services performed up to the end date, and for any non-cancellable costs we have committed to on your behalf.
4. When a Contract ends, you will pay all outstanding invoices, and each of us will return or delete the other's confidential information, except where we need to keep it by law. Sections on fees, intellectual property, confidentiality, data protection and liability continue to apply.

17Events outside our control

Neither of us is liable for delay or failure to perform caused by events outside our reasonable control, such as natural disasters, pandemics, war, terrorism, widespread internet or cloud-provider outages, or government action. The affected party will tell the other promptly and do its best to limit the impact. If the event continues for more than 60 days, either of us may end the affected Contract by written notice.

18General

1. Entire agreement: the Contract is the entire agreement between us about its subject matter, and replaces any earlier discussions or arrangements.
2. Changes: changes to a Contract must be agreed in writing by both of us. We may update these Terms for future engagements by publishing a new version on our website.
3. Assignment: neither of us may transfer the Contract without the other's written consent, which will not be unreasonably withheld, except to a buyer of all or most of our business.
4. Notices: notices must be in writing and sent by email to the contact address each of us has given, or by post to our registered address.
5. Severance and waiver: if any part of these Terms is found invalid, the rest remains in force. A delay in enforcing a right is not a waiver of it.
6. Third parties: no one other than you and us has any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
7. Independent contractors: nothing in the Contract creates a partnership, joint venture or employment relationship between us.
8. Law and jurisdiction: the Contract and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Consumers may also bring proceedings in their local courts in the UK.