These general terms apply unless a quotation, order, service schedule or separately signed agreement states otherwise. Service-specific and supplier terms may also apply.
Orders and scope
A contract begins when ION IT accepts an order, quotation or instruction to proceed. The service scope, charges, minimum period, billing frequency and dependencies are those stated in the relevant proposal, order, invoice or service schedule. Work outside scope may be charged separately after reasonable notice.
Customer responsibilities
The customer must provide timely access, accurate information, suitable facilities, authorised contacts and cooperation needed to deliver the service. The customer remains responsible for lawful use, internal policies, user behaviour, software licensing and business decisions unless expressly included in the service.
Charges and payment
Charges are payable by the due date shown on the invoice. Prices may change at renewal or where supplier, tax, exchange-rate or regulatory costs change, subject to contractual notice. We may suspend non-essential services for overdue undisputed amounts after reasonable warning, but will consider the operational impact and any genuine dispute.
Third-party services
Connectivity, cloud platforms, software, registries and other third-party services are subject to supplier availability and terms. ION IT will use reasonable care in selection, configuration and support but cannot guarantee a third party's uninterrupted operation or prevent changes made by that supplier.
Support and changes
Support priorities are based on impact and urgency. Planned changes may require maintenance windows, restarts or temporary interruption. Customers must identify critical periods and approve material changes where approval is reasonably required.
Security and backups
Both parties must take reasonable security precautions. Unless a managed backup service is expressly included, the customer remains responsible for maintaining suitable backups. Even where backup is supplied, recovery targets and retention are limited to the agreed service design and successful operation of the relevant systems.
Liability
Nothing excludes liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to that, liability is limited to losses that were reasonably foreseeable and directly caused by breach. Indirect loss, loss of profit, loss of anticipated savings and loss caused by customer or third-party systems are excluded to the extent permitted by law. Any financial cap stated in the service agreement applies.
Termination
Either party may terminate according to the notice and minimum-term provisions of the relevant service. We may terminate or suspend for material breach, unlawful use, serious security risk or persistent non-payment after appropriate notice, except where immediate action is necessary. On termination, migration assistance and data export may be chargeable and technically time-limited.
Law
These terms are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction, unless mandatory law requires otherwise.