IT Services Terms and Conditions

For Desktop, Network and Server Support

Contents

1. Mutual Indemnity
2. Insurance
3. Announcements
4. Definitions
5. General
6. Scope of Services
7. Service Fees and Payment
8. Disputes
9. Termination of Services
10. Data Protection
11. Information Security
12. Confidentiality
13. Restrictive Clause
14. Force Majeure
15. Liability

1. Mutual Indemnity

1.1 Each party (the “Indemnifying Party”) shall indemnify and keep indemnified the other party and its affiliates against all losses, costs, claims, damages and reasonable expenses arising from death or personal injury caused by the negligence of the Indemnifying Party or its employees, agents or sub-contractors.

1.2 Each party shall indemnify and keep indemnified the other party against all losses, costs, claims, damages and reasonable expenses arising from damage to or destruction of tangible property caused by the negligence or wilful default of the Indemnifying Party or its employees, agents or sub-contractors.

1.3 Nothing in this clause shall limit either party’s liability for fraud, fraudulent misrepresentation, or any other matter that cannot be excluded or limited by applicable law.

2. Insurance

2.1 WIT shall maintain throughout the term of this Agreement, and for at least one year following its termination or expiry, appropriate professional indemnity insurance and public liability insurance in amounts adequate to meet its potential liabilities under this Agreement. Evidence of current insurance cover shall be provided to the Client upon reasonable written request.

3. Announcements

3.1 Neither party shall make any public announcement, press release or marketing reference in connection with this Agreement, or use the other party’s name, trade mark or trade name in any disclosure, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. This clause shall not prevent either party from making any disclosure required by law or by a regulatory body of competent jurisdiction.

4. Definitions

4.1 “WIT” Workshop IT.

4.2 “The Client” The Company to which WIT provides services as set out in the Agreement.

4.3 “The Service(s)” Services provided by WIT to the Client and referenced by these Terms.

4.4 “Agreement” A document setting out the specific details of the Service provided by WIT to the Client and signed by both parties prior to commencement of the Service. This Agreement may be amended over time by written authorisation of both parties.

4.5 “The Contract” Formed of the Agreement together with these Terms.

4.6 “Remote support” Technical support provided by WIT to the Client virtually and from a remote location.

4.7 “Onsite support” Technical support provided by WIT to the Client by physically attending the Client’s office or other location.

4.8 “Termination date” means the effective date on which a Service terminates in accordance with the applicable Agreement Period.

5. General

5.1 This document sets out the Terms for WIT’s standard Services.

5.2 Specific details of the Services to be provided, associated dates and fees and any agreed adjustments to these Terms are set out separately in the Agreement.

5.3 The duration of each Service (“Agreement Period”), including any initial term, renewal terms and applicable notice periods, shall be as set out in the relevant Agreement or Order Form.

5.4 These Terms may be amended from time to time, subject to proper and reasonable written notification by WIT.

5.5 General work hours are between 08:30 and 18:00, Monday to Friday, excluding public holidays. WIT also closes the office over the festive period.

5.6 Support requests should be made by email to ticket@wit-support.uk or by calling 020 7183 0498. Urgent and emergency out-of-hours requests should be made by telephone (leaving a detailed message if necessary) to ensure the matter is communicated and received.

5.7 WIT aims to respond to all support requests within one hour within working hours wherever possible and resolve problems as soon as possible thereafter.

5.8 Emergencies outside of working hours should be reported by calling 020 7183 0498 and leaving a detailed voicemail. We will assist in any such instances with reasonable endeavour. WIT reserves the right to determine what constitutes an ‘emergency,’ and any out-of-hours requests deemed not to be an emergency will be actioned during the next working day.

5.9 WIT will make all reasonable efforts to achieve the best possible standards of service and assume responsibility for any interruption to Services where this can be determined to be the fault of WIT or one of its suppliers.

5.10 Should the Client experience any serious disruption due the action or inaction of a staff member from WIT, then any remedial work will be undertaken at no charge and with all due consideration to the Client.

5.11 Performance of IT Services, where managed by WIT, will be reported to the Client on a regular basis.

5.12 WIT will aim to meet with key Client staff on a regular basis to discuss performance and develop IT strategy where appropriate.

5.13 Secure software enabling WIT to access a Client’s desktop or server may be utilised when required for Remote support.

5.14 Where WIT provides hardware for the provision of a Service and such hardware is located at the Client’s office, then the Client is responsible for the security of the hardware and agrees to pay for any damage or replacement hardware if the equipment is damaged or stolen.

5.15 WIT may host certain Services at one of its secure data centres.

5.16 Additional work requested by the Client which falls outside of the Scope of Services set out in the Agreement and these associated Terms will be considered Project Work.

5.17 WIT will liaise with other third parties where necessary and in relation to the Services provided.

6. Scope of Services

6.1 Infrastructure Support: Network, Servers and Server-based Services

6.1.1 WIT will aim to maintain availability across the Client’s computer network, servers and server-based services. The scope of service provision includes:

• 6.1.1.1 Close monitoring of hardware, server-based services and the network utilising monitoring software;
• 6.1.1.2 Pro-active maintenance when required to minimise the risks of problems and disruption;
• 6.1.1.3 Emergency support when critical services are disrupted;
• 6.1.1.4 Security and software update application;
• 6.1.1.5 Appropriate use of backup and recovery processes to protect the running of services;
• 6.1.1.6 Liaison with third-party service providers, including Internet Service Providers (ISPs) relating to the Client’s IT infrastructure;
• 6.1.1.7 Regular reporting of the performance of IT services and critical issues;
• 6.1.1.8 Assistance in the development of an ongoing IT strategy.

6.2 Infrastructure support services will generally be provided remotely, with visits made to site when required.

6.3 Installation or reconfiguration of services may be considered Project Work and will be assessed on request.

6.4 WIT will make every reasonable effort to enable rapid recovery in the event of service disruption.

6.5 Any maintenance that may cause potential disruption to Services will be agreed with the Client in advance and may be scheduled over a lunchtime or out-of-hours.

6.6 Emergency work, such as a critical service failure, may require immediate maintenance to prevent disruption or the prolonging of disruption. Wherever possible WIT will liaise with the client in such instances, although if the Client is unavailable or the incident occurs outside of working hours then WIT may undertake any appropriate action deemed necessary and follow this with a report to the Client.

6.7 Service fees are based on the number and type of devices to be supported and the scope and size of the network. This will be assessed on a regular basis and any adjustment agreed in writing with the Client.

6.8 Backup Services

6.8.1 In most cases, WIT backup services will consist of local and offsite backups unless otherwise agreed upon with the Client. Tape backup will be invoiced separately if agreed and based on the relevant frequency.

6.8.2 Local Backup

6.8.2.1 Local backup is provided to enable rapid retrieval of data due to everyday issues such as inadvertent deletion or corruption. Local backup may be stored on both the primary and/or a separate backup server, and backup systems may be utilised as deemed appropriate.

6.8.2.2 Files captured by the backup system may be restored directly by the user or by request of WIT. Backups will take place at an agreed frequency and will be retained for a configurable period on local hardware.

6.8.2.3 Local backup may be lost if there is a serious failure of the hardware hosting this service.

6.8.2.4 The Service may not successfully backup files which are open at the time it runs. Clients are encouraged to have a policy advising users to save their work regularly to the server and close files when not working on them.

6.8.2.5 Should backup data exceed the storage available then WIT may delete backups, commencing from the oldest date, to enable the Service to continue to run. WIT may also reconfigure the backup retention period to enable the Service to continue to run within available storage. WIT will liaise with the Client in such instances.

6.8.2.6 Backup is charged per TB of total storage supported or per server, depending on what type of backup is in place.

6.8.3 Offsite Backup

6.8.3.1 Offsite backup is generally provided for disaster recovery purposes, ie: to enable the recovery of data and services in the event of a serious problem befalling office-based equipment and services which renders them inoperable or inaccessible.

6.8.3.2 Offsite backup will occur at a frequency determined by WIT and agreed with the Client, which is dependent on a number of elements including internet connectivity, server and service type, the anticipated amount of data to be supported and the backup service chosen. Fileserver backup is usually backed up every hour, whereas other services will usually be backed up daily.

6.8.3.3 Changes will be copied over the internet to offsite storage hosted at one of WIT’s secure datacentres. Only the latest changes will be retained on the offsite backup to provide a mirror of the current data.

6.8.3.4 If the Client creates a large amount of new data on the server, then the offsite backup may not be complete due to the amount of data that then has to copy over the internet within the frequency window. The re-structuring or re-naming of folders already on the file share may also cause this problem. In any event, the Client should always discuss such actions with WIT in advance, where possible, to ensure the offsite backup can be properly managed. If the offsite backup cannot be properly brought up-to-date remotely, then a manual disk catch-up may be required, which will be chargeable at standard project rates.

6.8.3.5 Backup data is encrypted in transmission using SSH protocol.

6.8.3.6 If data is ever moved physically between the Client site and the backup location, disk encryption will be used to protect the data whilst in transit.

6.8.3.7 The offsite backup may also not complete if the Client suffers serious and continued disruption to their internet connection. In such instances WIT will liaise with the ISP to try and resolve the problem and bring services back online. During such a period WIT cannot guarantee the offsite backup server, and a manual disk catchup may need to be run in order to bring the offsite copy back up to date.

6.8.3.8 Where the offsite backup is out-of-date and this can be determined to be the fault of WIT, then WIT will undertake a manual backup free of charge and within four working days of the last complete backup.

6.8.3.9 Backup services are monitored and audited daily and the Client will be informed if problems occur that result in the offsite backup becoming out of date by more than three consecutive working days.

6.8.3.10 Data from the offsite backup may be provisioned at a location in Central London within 24 hours in the event of an emergency. Depending on the amount of data backed up, only critical data may be provisioned within the initial 24 hours, with other data following in agreed phases.

6.8.3.11 The Service does not include the provision of server hardware, the reconfiguration of servers or networks, or any other aspects of disaster recovery that would attract additional project and equipment charges. The Client is expected to have a Disaster Recovery Plan in place to meet their agreed recovery time objectives (WIT can assist with the technical aspects of such a plan).

6.8.3.12 Offsite backup is charged per TB of total storage supported.

6.8.3.13 WIT will securely delete any client data on termination of the service.

6.8.4 Tape Backup

6.8.4.1 Tape backup of offsite backup data is provided as an additional chargeable service. The backup is written to LTO standard tape media using open standard data formats. This service is subject to a minimum quarterly order.

6.8.4.2 Unless otherwise stated, all of the Client’s hosted data will be written to tape using the open-source ‘Bacula’ programme: http://www.bacula.org/en/

6.8.4.3 Each tape set will be provided directly to the Client once the backup is prepared.

6.8.4.4 The backup catalogue and instructions on how to retrieve data are provided on a DVD to accompany each tape backup set.

6.8.4.5 The Client is thereafter responsible for the storage and security of the backup tapes. Tape sets must be kept together with the accompanying DVD to ensure future access. Tapes must also not be subject to extreme heat or cold, magnetic forces or physical damage (such as dropping), which can prevent future accessing of data.

6.8.4.6 Any files open at the time of the original offsite backup may not be successfully written to tape.

6.8.4.7 The Client may request that WIT retrieve data from any tape set provided under this Service, and such requests will be subject to additional charges based on our standard project rates.

6.8.4.8 Tape backup is charged per TB written to tape or per server if multiple servers are backed up in this manner.

6.8.5 “Cloud” Long-Term Retrieval

6.8.5.1 In place of magnetic tape, as described above in section 6.8.4, The Client may opt for back up to a cloud provider (eg: WIT:BKP, Azure, AWS, etc) for long term retrieval capability. This is an additional chargeable service.

6.8.5.2 Backups to the selected cloud storage provider will occur quarterly. This allows for data to be written before it rotates out of the local fileserver backup retention window.

6.8.5.3 Any files open at the time of the backup may not be successfully committed.

6.8.5.4 The Client will not have direct access to these backups. Restoration requests will be actioned by WIT.

6.8.5.5 Restoration requests may be subject to additional charges based on our standard project rates. This will be confirmed with the client prior to commencement of the work.

6.8.5.6 The cost for this service is dependent on the amount of data being backed up, and the cost per GB or per TB of the storage provider. This will be confirmed with The Client before signing the order form. Implementation or Project Costs may also be levied.

6.9 Business Continuity / Disaster Recovery Solutions

6.9.1 Our business continuity solutions provide near time recovery in the event of a disaster through the replication of services to our datacentres.

6.9.2 Replicated servers can be made available for remote access in the event of a disaster, enabling the Client to continue to use such services with minimal downtime.

6.9.3 The enabling of replicated servers and access to such services are subject to protocols agreed upon with the Client.

6.9.4 The Service will include live testing once per year at a time agreed upon with the Client. Additional tests, if requested, will be subject to project fees.

6.9.5 The Service is subject to continual monitoring. If the Service experiences disruption of more than one working day the Client will be notified.

6.9.6 If the service is subject to disruption of more than one working day, and that cause can be determined to be the fault of WIT, then a rebate will be applicable based on the amount of downtime experienced by the service and totalling an equivalent percentage of the monthly fee.

6.9.7 Any maintenance that will entail a suspension of replication of more than one day will be agreed with the Client in advance.

6.10 Firewall Provision

6.10.1 WIT may provide firewall hardware as part of the Service and, in such cases, rapid replacement of hardware in the event of a failure.

6.10.2 Our Firewall service includes configuration and maintenance of firewalls, including configuration of VPN access for the Client when requested from authorised personnel.

6.10.3 Firewall service charges are based on the scope of the service and the number of devices to be supported.

6.11 Desktop Support

6.11.1 Desktop Support services provide technical support to Client staff in relation to their desktop PCs and Macs, laptops, tablets, smartphones and VoIP telephones.

6.11.2 Desktop support services are provided as a mix of Onsite and Remote support.

6.11.3 Service charges are based on the number of users to be supported by WIT. This will be reviewed and assessed on a regular basis and any adjustment in fees agreed with the Client.

6.11.4 WIT’s provision of desktop support may include:

• 6.11.4.1 The setup, maintenance and support of workstations and user accounts, including installation of applications, software and security updates, hardware and software upgrades, email accounts and network connections;
• 6.11.4.2 Responding to users’ technical requests in a timely manner, including keeping them updated on issues affecting them when pertinent;
• 6.11.4.3 Providing general orientation for users on workstations when necessary;
• 6.11.4.4 Liaison with key Client staff on operational issues, such as purchasing, new and departing staff, office moves and building works;
• 6.11.4.5 Liaison and coordination with third parties on technical issues;
• 6.11.4.6 Assistance with the management of IT assets.

6.11.5 Onsite support hours will generally be undertaken at the Client’s main office but may also be provided at other sites within a reasonable travelling distance as and when required.

6.11.6 Support issues should be reported to WIT by emailing ticket@wit-support.uk.

6.11.7 Support requests will be prioritised depending on reported or apparent urgency or as directed by the Client.

6.11.8 Support requests will be logged and tracked in our ticketing system.

6.11.9 WIT will refer issues requiring onsite action to the next available onsite support session or schedule an interim visit if the matter is urgent.

6.11.10 If a request is urgent or WIT have not responded to a submitted request within a reasonable time (i.e. 30–60 mins), then the Client should call the office to ensure the request is being actioned.

6.11.11 If a Client has an emergency out of hours request they should call the office number and leave a detailed voice message. This will be texted to our team to ensure a faster response than an email.

6.11.12 Any desktop support work required outside of the general work hours or scope of service stated above will be considered Project Work.

6.12 Project Work

6.12.1 Any work falling outside of the scope of services outlined above should be considered Project Work.

6.12.2 The scope, time and rate of Project Work will be agreed in advance in writing with the Client wherever possible.

6.12.3 Project Work rates will be communicated to the Client at the commencement of the Agreement, and any changes in such rates thereafter will be provided to the Client with reasonable written notice.

6.12.4 Formal written authorisation from the Client will be required for all Project Work. The Client agrees to provide such authorisation after the work has been undertaken in the event that the work is required at short notice due to an emergency and the necessary authorising representative of the Client cannot be contacted prior to the work being carried out. WIT will make reasonable attempts to contact the Client in all such instances.

6.13 Exclusions

6.13.1 WIT will not be accountable for:

• 6.13.1.1 Any work or cost generated due to the failure of the Client to provide an adequate internet link, hardware or internal network to enable effective provision of Services;
• 6.13.1.2 Any disruption to Services where this is due to the actions or inactions of or services provided by any other party which might impact on the Services provided by WIT;
• 6.13.1.3 Any adverse impact on the performance of the Service is due to other hardware, software, or services employed by the Client that are not managed by WIT.

6.13.2 WIT staff will not install software on Client machines where it is known that such an undertaking would be a contravention of any relevant licensing agreement. In such instances and wherever possible, WIT will advise the Client of licensing requirements and the proper action to follow. This does not mean that WIT will always be aware of all licensing requirements for any specific software and take no liability for such aspects. It is expected that the Client is aware of any licensing requirements that they agree to when sourcing any software or service.

7. Service Fees and Payment

7.1 Fees for the Service are set out in the Agreement.

7.2 Charges may be subject to adjustment from time to time and will be notified to the Client with reasonable written notice.

7.3 Fees will be invoiced in advance on a monthly basis unless an alternative payment term is set out.

7.4 Payment for ongoing services must be received within 14 days of the date of the invoice.

7.5 Payment for recurring fees should be made by Standing Order wherever possible.

7.6 Payment for hardware, software or project work is to be made at the point of order.

7.7 If a project scope is expanded due to change requests made by the Client after a project fee has been agreed then additional fees may be chargeable and invoiced at the completion of the project. Wherever possible this will be agreed in writing with the client and in advance of the additional works being undertaken.

8. Disputes

8.1 In the event of any dispute arising under or in connection with this Agreement, the parties shall first attempt to resolve it informally. The dispute shall be referred in writing to the day-to-day contract representatives of each party, who shall use all reasonable endeavours to resolve it within five Working Days of referral.

8.2 If the dispute is not resolved under clause 8.1, it shall be escalated to a director or senior manager of each party, who shall use all reasonable endeavours to resolve it within a further five Working Days.

8.3 If the dispute remains unresolved following the steps above, either party may commence legal proceedings. The parties agree that this escalation process shall be completed before proceedings are issued, except where either party seeks urgent injunctive or other interim relief.

8.4 WIT shall continue to provide the Services in accordance with this Agreement during any dispute resolution process, and the Client shall continue to make payment as per the payment terms set out in this Agreement.

9. Termination of Services

9.1 Either party may terminate a Service by providing written notice in accordance with the notice period specified for that Service in the relevant Agreement or Order Form.

9.2 Prior termination of the Contract by the Client will incur cancellation fees totalling the remaining fees payable for the contract duration, except in cases when WIT can be proven to be in serious breach of the terms of this Contract.

9.3 On termination or expiry of this Agreement for any reason, WIT shall, within 30 days: (a) return to the Client all Client data in its possession, or if requested by the Client, destroy it and certify in writing that destruction has been completed; (b) provide reasonable assistance to the Client or its nominated successor provider with the migration of data and services, including provision of helpdesk logs and relevant technical records for the preceding twelve months; and (c) cease all processing of Client data and co-operate to ensure an orderly handover of the Services.

9.4 Transition assistance beyond standard handover may be subject to charge at WIT’s then-prevailing day rates, which will be agreed with the Client in advance.

10. Data Protection

10.1 As a Data Controller, WIT fully adhere to the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. A copy of our Data Protection Policy is available on request.

10.2 WIT ensure that the following principles are met with regard to the protection of personal data:

• 10.2.1 Lawful, fair and transparent processing;
• 10.2.2 Legitimate and justified collection;
• 10.2.3 The limitation of collecting and processing data in line with specified and relevant purposes;
• 10.2.4 The maintenance of accurate data;
• 10.2.5 The retention of data for no longer than is legitimately required;
• 10.2.6 Appropriate security to maintain the protection and integrity of data.

10.3 WIT’s services, systems and processes are designed with these data protection principles in mind and are subject to regular review to ensure continued adherence, improvement and effectiveness.

10.4 Data Processing

10.4.1 WIT may function as a Data Processor on behalf of our Clients (the controller) where we host or manage their data. In addition to the general data protection terms set out above WIT, when acting as a data processor, will:

• 10.4.1.1 Ensure that the detail of any processing service is set out in the relevant service terms;
• 10.4.1.2 Take the signing of a service agreement as written instruction to undertake the specified processing of data;
• 10.4.1.3 Ensure that any WIT employees or contractors involved in the processing of client data are subject to a duty of confidence;
• 10.4.1.4 Take appropriate measures to ensure the security of the processing;
• 10.4.1.5 Only engage sub-processors with the explicit and prior consent of the data controller under written contract;
• 10.4.1.6 Ensure the controller can meet their GDPR requirements with respect to data access, security, breach notification and impact assessments;
• 10.4.1.7 Delete and return all personal data as requested to the controller as requested at the end of the contract;
• 10.4.1.8 Submit to audits and inspections; provide adequate information to the controller to ensure they are meeting their data protection obligations;
• 10.4.1.9 Notify the controller if there is any request or requirement which would involve the infringement of GDPR or other relevant data protection laws.

10.4.2 The Client, in respect of these services, remains the data controller and therefore retains all obligations and rights inherent in such a role and should ensure that their policies and systems adequately support these responsibilities.

11. Information Security

11.1 WIT are committed to ensuring effective security is in place to protect Company and Client information and to minimise the potential for financial, operational or reputational damage through the unauthorised accessing of information or loss of business continuity.

11.2 WIT are certified in ISO 27001 for Information Security Management and commit to maintaining this accreditation with annual audits and recertification.

11.3 All WIT systems, services and processes are subject to regular risk assessment, mitigation action and continual improvement with respect to information security.

11.4 All WIT employees receive information security training as a core element of their induction and remain involved in the Company’s continual assessment and improvement processes.

11.5 The continued security of a Client’s information is also dependent on the Client’s own processes, systems and behaviour. WIT will assist with advice on best practice and provide strategic input where appropriate, but the serious engagement of the Client and their effective support of good practice amongst their employees is necessary to properly minimise information security risks, and WIT will not take responsibility for information security incidents where this is not in place.

11.6 It is recommended that the Client undertake a minimal annual review of their information security, with the involvement of WIT to advise on IT aspects of this area.

12. Confidentiality

12.1 WIT, by virtue of our service provision, will have access to Client’s confidential information and, therefore, commit to:

• 12.1.1 Strict confidentiality with respect to client data at all times;
• 12.1.2 Never access data, assets or services without legitimate cause;
• 12.1.3 Never read, copy, share or reference client information without the express instruction of the Client;
• 12.1.4 Manage the access of WIT employees to Client data in respect to their responsibilities;
• 12.1.5 Notify the Client if we become aware of a breach of these principles.

13. Restrictive Clause

13.1 Neither party shall, without the prior written consent of the other party, directly or indirectly solicit, induce, recruit, or attempt to entice away any employee, contractor or consultant of the other party who has been involved in the performance or receipt of the Services at any time during the term of this Agreement. This restriction applies during the term of this Agreement and for a period of twelve months following its termination or expiry, howsoever arising. This clause does not apply to bona fide general recruitment advertising not specifically directed at employees of the other party.

14. Force Majeure

14.1 Neither party shall be liable for failure to perform its obligations under the terms of this Contract if such failure results from circumstances beyond the party’s reasonable control.

15. Liability

15.1 The total liability of WIT to the Client as a result of any breach of any terms of the Agreement shall not exceed the service charge paid by the Client to WIT over a 3 month period, unless and to the extent that such liability (if any) is one against which WIT is effectively insured and such insurance has not been vitiated by any act or default of the Client in which case the total liability of WIT to the Client shall not exceed £1,000,000.

15.2 Neither party shall in any event be liable for indirect losses or consequential losses or losses of profit by the other or any third party.

15.3 The parties acknowledge that they have negotiated and agreed this limitation of liability, that it reflects a fair and reasonable allocation of risk between them having regard to the nature of the Services and the Charges payable, and that it satisfies the requirement of reasonableness within the meaning of the Unfair Contract Terms Act 1977.

Workshop IT Ltd — Standard Terms and Conditions. Revision 9.4. Effective 20 April 2026.