Terms of Business

Our terms of business.

These terms apply alongside the Statement of Work for each piece of work we do for you.

1. About these terms

1.1 Who we are. "TB Enterprise", "we" and "us" mean The Badgers Enterprise Limited, a company registered in England and Wales, company number 15670037, registered office Unit 8 Harcourt Way, Meridian Business Park, Leicester, United Kingdom, LE19 1WP.

1.2 Who these terms are for. These terms are for businesses, including sole traders acting for their business. "You" means the business named in the Statement of Work. We do not contract with consumers on these terms.

1.3 How a contract is formed. A contract starts when you sign or accept in writing a Statement of Work that refers to these terms. A quote, proposal or website description is not an offer to contract until then.

1.4 What takes priority. If documents conflict, this order applies: (a) the Data Processing Schedule (Schedule 1), (b) the Statement of Work, (c) these terms. A Statement of Work can only override these terms if it says so expressly.

1.5 Key definitions.

• Statement of Work (SOW): the document describing the services, deliverables, price, dates and any service levels for a piece of work.
• Deliverables: what we create for you under a SOW, such as software, a website, configuration or documentation.
• Managed Services: ongoing services such as IT support, monitoring, hosting, backup or Microsoft 365 administration.
• Working day: Monday to Friday, excluding bank holidays in England and Wales.

2. Services, quotes and changes

2.1 The free consultation. Our first consultation is free and creates no obligation on either side.

2.2 Statements of Work. Each SOW sets out the scope, deliverables, price, target dates and anything you must provide. We will carry out the services with reasonable skill and care and in line with good industry practice.

2.3 Fixed prices. Where a SOW gives a fixed price, that is the price you pay for the work described in it, however long it takes us. If you later want something the SOW does not cover and it needs new architecture or infrastructure, that is a change under clause 2.4, and we will tell you what it costs to build and what it costs to run before any work starts.

2.4 Changes. Either of us can ask to change a SOW. Before doing any extra work we will tell you in writing what the change will cost and how it affects the dates. We only go ahead once you have agreed, by email or over the phone. We will confirm the change by email, and that email is the record of what was agreed unless you tell us it is wrong.

2.5 Delays we are not responsible for. If you are late providing access, information or decisions we need, or the cause is a third-party product, we may need to move dates. If that delay creates extra work, we will treat it as a change under clause 2.4 and tell you first.

2.6 Dates. We will give you target dates in writing with the quote and do our best to meet them. A date is only a fixed deadline if the SOW says so.

3. Acceptance

3.1 Approving project work. For project work, you pay for each deliverable once you have accepted it. A SOW may split a larger project into stages, each with its own acceptance and payment.

3.2 Testing. When a deliverable is ready, we tell you and give you access to it. You then have 10 working days to test it against the acceptance criteria in the SOW, or a different period if the SOW sets one.

3.3 Fixing problems. If the deliverable does not meet the acceptance criteria, tell us in writing what is wrong within the testing period. We will fix it at no extra cost and give it back to you for testing again.

3.4 When a deliverable counts as accepted. A deliverable is accepted on the earliest of:

• you confirming in writing that you accept it
• the testing period ending without you telling us what is wrong
• you using it in live business operations, other than for testing

3.5 New requests. Something you would like added or done differently, beyond the acceptance criteria, is a change under clause 2.4, and you cannot hold back acceptance because of it.

4. Fees and payment

4.1 Project work. We invoice each deliverable or stage once you accept it under clause 3.

4.2 Managed Services. We invoice monthly in advance unless the SOW says otherwise. Microsoft and other third-party licences are invoiced as set out in clause 6.

4.3 Payment terms. Invoices are due within 30 days of the invoice date, by bank transfer or another method we agree.

4.4 VAT. We are not VAT registered, so we do not add VAT to our prices.

4.5 Late payment. If an invoice is unpaid when due, we may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. If an invoice is more than 30 days overdue, we may suspend Managed Services after giving you 7 days' written notice. We will not delete your data over an unpaid invoice, and once the account is paid we will restore the services.

4.6 Disputed invoices. If you think part of an invoice is wrong, tell us within 14 days of the invoice date. You still pay the part you are not disputing, by the date in clause 4.3, and we will work with you to settle the rest quickly.

4.7 Price changes. We may change Managed Services prices by giving you 30 days' written notice. You can end the affected service without charge before the new price applies. Third-party price changes are covered by clause 6.2.

5. Managed services, support and hosting

5.1 Service levels. Response times, support hours and any availability targets are set out in the SOW. If a SOW sets none, we will respond to support requests within one working day.

5.2 Monitoring. Where a SOW includes monitoring, our systems watch the covered servers and networks 24 hours a day and alert one of our engineers when a fault is found. Monitoring does not guarantee that every fault is prevented or fixed outside the support hours in the SOW.

5.3 Support availability. You can reach us seven days a week, and out-of-hours work beyond what the SOW covers is chargeable at the rates in the SOW.

5.4 Hosting. Where we host software or websites for you, we use the providers named in the SOW or in our privacy policy. We will tell you before moving your hosting to a new provider.

5.5 What you need to do. You agree to:

• give us the access, information and decisions we reasonably need, on time
• keep your own passwords and multi-factor devices secure, and tell us promptly about any suspected compromise
• make sure you have the right to let us access the systems and data you ask us to work on
• follow our reasonable security advice, or accept the risk in writing if you choose not to
• not use our services for anything unlawful

5.6 Remote access. You authorise us to access your systems remotely to deliver the services. We will only access them for that purpose and will keep a record of access.

6. Microsoft and other third-party products

6.1 Their terms apply. Third-party software, licences and cloud services we supply or set up for you are governed by their providers' own terms. Examples include Microsoft 365, Azure, domains and hardware.

6.2 Licence terms and price changes. Licence commitments, such as annual Microsoft subscriptions, last for the term you choose. They cannot always be cancelled early, and we will tell you before you commit. If a provider raises its prices, we may pass the increase on at the next renewal with at least 14 days' notice where the provider gives us that much.

6.3 Our responsibility. We are responsible for how we set up and manage third-party products, but not for the products' own outages, changes or failures, and we will help you take those up with the provider.

7. Intellectual property

7.1 What we own. We own the code we write, including the parts written for you, together with BadgerFramework, our other existing code, tools, templates and know-how, and any improvements we make to them. All of that is "Our Materials".

7.2 Your licence. Once you have paid for a deliverable in full, we give you a permanent, non-exclusive, royalty-free licence to use, copy and modify it in your business, together with any of Our Materials built into it or needed to run it. We cannot revoke that licence and it does not expire. You may not sell the deliverable or Our Materials on, or license them to anyone else, as a product of their own.

7.3 Buying the code outright. If you would rather own the code than license it, we can sell it to you, provided the SOW says so and sets the price. Where the SOW is silent, clauses 7.1 and 7.2 apply.

7.4 Open source. Deliverables may include open-source components. These are licensed to you under their own licences, which take priority for those components.

7.5 Your materials. You keep ownership of everything you give us, such as content, data, logos and documents. You give us permission to use it only to deliver the services. You confirm you have the right to give it to us.

7.6 Portfolio. We may name you and describe the work in our portfolio, unless you tell us not to. We will only publish reviews or quotes from you with your permission.

8. Confidentiality, data protection and backups

8.1 Confidentiality. Each of us will keep the other's confidential information secret and use it only for the contract. This does not apply to information that is public, was already known, or must be disclosed by law. This clause continues for 5 years after the contract ends, and indefinitely for credentials and security information.

8.2 Data protection. When we handle personal data on your behalf, you are the controller and we are your processor. The Data Processing Schedule (Schedule 1) applies and forms part of these terms. Our own use of your contacts' details is covered by our privacy policy.

8.3 Security. We will protect your systems and data with appropriate technical and organisational measures. As a minimum, we use multi-factor authentication, encryption, least-privilege access and tested off-site backups for the systems we manage.

8.4 Backups. Where a SOW includes backup, we will back up the data it covers at the frequency it states and test restores regularly. Unless a SOW includes backup, you remain responsible for backing up your own data.

9. Warranties and liability

9.1 Defect fixing. For 90 days after you accept a deliverable, we will fix at no charge any defect that stops it meeting its acceptance criteria. This does not cover problems caused by changes made by someone else, misuse, or third-party products.

9.2 No other promises. Apart from what these terms, the SOW and Schedule 1 say, we do not give any other warranties about the services, to the extent the law allows.

9.3 What we never limit. Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else the law does not allow to be limited.

9.4 Losses we are not liable for. Subject to clause 9.3, neither of us is liable for loss of profit, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss.

9.5 Lost or damaged data. If we lose or damage your data, our responsibility is to restore it from the latest backup we hold, at our cost. Where a SOW does not include backup, our liability is limited to the reasonable cost of recreating the data from your own records.

9.6 Overall cap. Subject to clause 9.3, each party's total liability under or in connection with a SOW, in any 12-month period, is limited to the fees paid and payable under that SOW in that period. This cap does not apply to your obligation to pay our invoices.

10. Ending the contract

10.1 No lock-in. Managed Services run month to month. You can end them at any time by giving 30 days' written notice, subject to any minimum term your SOW sets. A SOW can only set a minimum term if you agree to it for a lower price. Ending the services does not end a licence commitment under clause 6.2: those run until they expire, and clause 10.5 says what you pay.

10.2 Stopping a project. You can stop a project at any time by telling us in writing. You pay for work completed up to that point at the rates in the SOW, together with any third-party costs we cannot cancel. We will hand over that work once you have paid.

10.3 Ending for serious breach. Either of us can end a contract immediately by written notice if the other:

• seriously breaches it and does not put it right within 14 days of a written request to do so
• becomes insolvent, enters administration or liquidation, or stops trading

10.4 Exit and handover. When a contract ends for any reason, we will:

• return your data in a commonly used format, then delete our working copies within 30 days unless the law requires us to keep them. Backups are deleted on the timetable in Schedule 1, clause S8
• hand over admin credentials, documentation and code you own or are licensed to use
• give reasonable help moving to a new supplier, charged at our standard rates if it goes beyond the handover above

10.5 Payment on exit. You pay for services provided up to the end date. Licence commitments under clause 6.2 continue until they expire.

10.6 Clauses that continue. Clauses 7, 8, 9, 10.4, 10.5 and 11.2 continue after the contract ends.

11. General

11.1 Subcontractors. We may use subcontractors, for example for on-site work. We remain responsible for their work. The rules on subprocessors in Schedule 1 apply where they handle personal data.

11.2 Hiring each other's staff. During the contract and for 6 months after it ends, neither of us will directly hire anyone from the other who worked on the services without the other's written agreement. This does not apply to people who answer a general job advert.

11.3 Events beyond our control. Neither of us is liable for delay or failure caused by events beyond our reasonable control, such as major internet or power outages, natural disasters or government action. The affected party will tell the other promptly and do what it reasonably can to limit the impact.

11.4 Notices. Notices under these terms must be in writing, and email counts, so send yours to info@tbenterprise.net and we will send ours to the contact email in your SOW.

11.5 Transfer. Neither of us may transfer the contract without the other's written consent. We may transfer it to a company that takes over our business if we tell you in writing.

11.6 Whole agreement. These terms, the SOW and Schedule 1 are the whole agreement between us about the services. Neither of us relies on anything not written in them, but this does not limit liability for fraud.

11.7 Changes to these terms. We may update these terms. Updates apply only to SOWs signed after the change, unless you agree otherwise in writing.

11.8 Other legal points. No one else has rights under the contract. If a court finds part of these terms invalid, the rest still applies. A delay in enforcing a right does not waive it.

11.9 Law and disputes. The law of England and Wales governs these terms. We will both try to settle any dispute by talking first. If that fails within 30 days, the courts of England and Wales have exclusive jurisdiction.

Schedule 1: Data Processing Schedule

This schedule applies whenever we process personal data on your behalf. It meets the requirements of Article 28 of the UK GDPR.

S1. Your instructions. We will process personal data only on your documented instructions, including these terms and the SOW. If the law requires us to process it in another way, we will tell you first unless the law forbids it. We will tell you if we think an instruction breaks data protection law.

S2. Confidentiality. Everyone we authorise to process the data is bound by a duty of confidentiality.

S3. Security. We will apply appropriate technical and organisational measures under Article 32 UK GDPR, including those in clause 8.3.

S4. Subprocessors. You give general authorisation for us to use the subprocessors listed in our privacy policy and SOW, such as Microsoft. We will tell you at least 14 days before adding or replacing a subprocessor, and you may object on reasonable data protection grounds. We will put equivalent data protection terms in place with every subprocessor and remain responsible for them.

S5. Helping you. Taking into account the nature of the processing, we will help you to:

• respond to people exercising their data protection rights, passing on any request we receive within 5 working days
• meet your security, breach notification, impact assessment and consultation duties under Articles 32 to 36 UK GDPR

S6. Personal data breaches. We will tell you without undue delay, and within 48 hours of becoming aware, of a personal data breach affecting your data. We will give you the information you need to meet your own reporting duties.

S7. International transfers. Most of our hosting is in the EEA, mainly Germany and Finland, including for UK clients. UK law recognises the EEA as giving adequate protection, so no extra safeguard is needed for those transfers. Anywhere else, we use the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses. Our privacy policy lists the providers and where each one holds data.

S8. End of services. When the services end, we will return or delete the data as you choose and delete remaining copies, unless the law requires us to keep them. Backups run once a day and are kept for 7 days, or for longer where your SOW says so. When the services end we keep the most recent backup for 90 days so the data can still be recovered if you need it, then delete it.

S9. Audits. We will give you the information you reasonably need to show we meet this schedule. We will allow audits by you or an auditor you appoint, on 30 days' notice, no more than once a year unless a breach or regulator requires it. You pay the cost of audits unless they show we are in material breach.