Terms and Conditions

Fractional-IT-Manager.co.uk Terms of Engagement

1. Definitions

In these Terms and Conditions:

“Consultant” means Mike Windsor trading as Fractional-IT-Manager.co.uk and any authorised representatives, employees, contractors or subcontractors acting on his behalf.

“Client” means the individual, company, partnership or organisation engaging the Consultant.

“Services” means consultancy, advisory, strategic technology leadership, Fractional CIO, Fractional IT Director, Fractional IT Manager, cybersecurity advisory, Microsoft 365 advisory, digital transformation consulting and any related services described in a proposal, quotation, Statement of Work or engagement agreement.

“Agreement” means these Terms and Conditions together with any proposal, quotation, Statement of Work, engagement letter or purchase order accepted by both parties.

“Business Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.

2. Application of These Terms

2.1

These Terms govern the provision of all Services supplied by the Consultant.

2.2

The Client accepts these Terms by:

  • Accepting a quotation;
  • Signing a proposal or Statement of Work;
  • Providing a purchase order;
  • Instructing the Consultant to commence Services; or
  • Receiving Services after being provided with these Terms.

2.3

These Terms constitute the entire agreement between the parties and supersede all prior discussions, negotiations, understandings or agreements relating to the Services.

3. Scope of Services

3.1

The Consultant may provide Services including but not limited to:

  • Fractional CIO Services
  • Fractional IT Director Services
  • Fractional IT Manager Services
  • Virtual CIO Services
  • Technology Strategy
  • IT Governance
  • Cybersecurity Advisory
  • Compliance Advisory
  • Vendor Management
  • Project Oversight
  • Technology Due Diligence
  • IT Budget Planning
  • IT Procurement Advisory
  • Cloud Strategy
  • Microsoft 365 Governance
  • AI Governance and Adoption Strategy
  • Digital Transformation Consulting
  • Board-Level Technology Reporting
  • Disaster Recovery Planning
  • Business Continuity Advisory
  • Mergers and Acquisitions Technology Advisory

3.2

The precise scope of Services shall be defined within the relevant proposal, quotation, engagement letter or Statement of Work.

3.3

Any additional work requested outside the agreed scope may be subject to additional charges at the Consultant’s prevailing rates.

4. Consultancy Nature of Services

4.1

The Client acknowledges that the Consultant provides professional advice, recommendations and strategic guidance.

4.2

The Consultant does not make operational, financial or legal decisions on behalf of the Client.

4.3

Responsibility for implementing recommendations remains with the Client unless expressly agreed otherwise in writing.

4.4

Whilst the Consultant shall exercise reasonable care, skill and diligence, no guarantee is given regarding:

  • Commercial outcomes;
  • Cost savings;
  • Security outcomes;
  • Regulatory approvals;
  • Certification outcomes;
  • Business performance improvements;
  • Project success; or
  • Future profitability.

4.5

Except as expressly stated in this Agreement, all warranties, representations and conditions, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law.

5. Client Responsibilities

The Client agrees to:

5.1

Provide accurate, complete and timely information.

5.2

Provide reasonable access to systems, documentation, facilities and personnel where required for the delivery of the Services.

5.3

Nominate an authorised representative with authority to provide instructions and approvals.

5.4

Co-operate with reasonable requests necessary for the provision of the Services.

5.5

Maintain appropriate backup, disaster recovery, business continuity and cybersecurity arrangements unless those responsibilities have been explicitly assigned elsewhere.

5.6

Retain responsibility for all business decisions made in connection with advice or recommendations provided by the Consultant.

6. Fees and Payment

Retained Services

6.1

Retained Services shall be invoiced monthly in advance unless otherwise agreed.

Project Work

6.2

Project work shall be invoiced as specified in the applicable proposal or Statement of Work.

Ad-Hoc Consultancy

6.3

Ad-hoc consultancy services shall be charged at the agreed hourly or daily rate.

Expenses

6.4

The Consultant may charge reasonable pre-approved expenses incurred in the delivery of Services, including:

  • Travel
  • Accommodation
  • Subsistence
  • Specialist third-party services

Payment Terms

6.5

All invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.

6.6

Late payments may incur interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

6.7

The Consultant reserves the right to suspend Services until outstanding invoices are settled.

6.8

All fees and charges are exclusive of VAT unless otherwise stated. VAT shall be charged at the prevailing rate where applicable.

7. Intellectual Property

7.1

The Consultant retains ownership of all methodologies, frameworks, templates, processes, know-how, tools and intellectual property developed before or during the engagement.

7.2

Upon full payment of all invoices, the Client shall receive a perpetual, non-exclusive licence to use deliverables created specifically for the Client.

7.3

The Client may use reports, recommendations, roadmaps and documentation for its internal business purposes only.

7.4

The Client shall not resell, republish or commercially distribute deliverables without written consent.

8. Confidentiality

8.1

Both parties agree to keep confidential any information disclosed during the engagement that would reasonably be considered confidential.

8.2

Neither party shall disclose confidential information to any third party except:

  • With written consent;
  • Where required by law; or
  • To professional advisers bound by confidentiality obligations.

8.3

These obligations shall continue for five years following termination of the Agreement.

9. Data Protection

9.1

Both parties shall comply with:

  • UK GDPR
  • Data Protection Act 2018
  • Any subsequent amendments or successor legislation

9.2

The Consultant will implement appropriate technical and organisational measures to protect personal data processed during the engagement.

9.3

Unless expressly agreed otherwise, the Consultant acts as an independent consultant and not as a Data Processor on behalf of the Client.

9.4

Where processing arrangements require a separate Data Processing Agreement, both parties agree to execute one where necessary.

10. Cybersecurity Advisory Disclaimer

10.1

The Consultant may provide guidance, assessments and recommendations relating to cybersecurity.

10.2

The Client acknowledges that no technology environment can be guaranteed to be completely secure.

10.3

The implementation of security recommendations remains the responsibility of the Client unless specifically contracted otherwise.

10.4

The Consultant shall not be liable for cybersecurity incidents resulting from:

  • Failure to implement recommendations;
  • Third-party actions;
  • Criminal activity;
  • Actions of employees or contractors; or
  • Software vulnerabilities outside the Consultant’s control.

11. Third-Party Products, Suppliers and Referral Disclosure

11.1

The Consultant operates as an independent technology adviser and will always seek to provide recommendations that are in the best interests of the Client.

11.2

The Consultant may recommend products, services, vendors, software providers, cybersecurity providers, cloud service providers, managed service providers (MSPs), telecommunications providers or other third-party suppliers where such recommendations are considered appropriate for the Client’s requirements.

11.3

The Client is under no obligation to engage any supplier, vendor, contractor, managed service provider or third party recommended by the Consultant.

The Client remains entirely free to procure services, software, infrastructure, support, licensing or consultancy services from any provider of its choosing.

11.4

The Client acknowledges that the Consultant may have ownership interests, directorships, commercial relationships, partnerships, referral arrangements or other business interests in third-party organisations that may be recommended.

Without limitation to the above, the Consultant may recommend services provided by Nubis 365 Ltd where the Consultant reasonably believes such services are suitable for the Client’s operational, commercial or technical requirements.

The Client acknowledges that the Consultant is a Director of Nubis 365 Ltd and that any recommendation relating to Nubis 365 Ltd is made in the Consultant’s professional opinion based upon the Client’s stated requirements. The Client remains free to engage any alternative provider.

11.5

Where a referral fee, commission, introducer fee or other commercial benefit exists between the Consultant and a recommended supplier, the Consultant shall disclose the existence of such commercial relationship upon request.

11.6

The Consultant acts solely as an adviser unless expressly engaged to procure or manage third-party services.

The Consultant shall not be liable for:

  • Service interruptions;
  • Product failures;
  • Security incidents;
  • Supplier insolvency;
  • Data loss;
  • Contractual breaches;
  • Financial losses; or
  • Any act or omission of a third-party supplier.

11.7

Any agreement entered into between the Client and a recommended supplier shall be a separate contract between those parties and shall be governed by the terms of that agreement.

11.8

Recommendations made by the Consultant shall be considered professional opinions based upon information available at the time of engagement and shall not constitute a guarantee of performance, suitability or future business outcomes.

12. Limitation of Liability

12.1

Nothing in this Agreement limits liability for:

  • Death or personal injury caused by negligence;
  • Fraud or fraudulent misrepresentation; or
  • Any liability which cannot legally be excluded.

12.2

Subject to Clause 12.1, the Consultant’s total liability under this Agreement shall not exceed 100% of the fees paid by the Client during the twelve months immediately preceding the event giving rise to the claim.

12.3

The Consultant shall not be liable for:

  • Loss of profits;
  • Loss of revenue;
  • Loss of opportunity;
  • Loss of contracts;
  • Loss of goodwill;
  • Loss of anticipated savings;
  • Business interruption;
  • Indirect losses;
  • Consequential losses; or
  • Loss or corruption of data.

13. Term and Termination

13.1

Either party may terminate a retainer agreement by providing 30 days’ written notice.

13.2

Project engagements terminate automatically upon completion of the agreed scope.

13.3

The Consultant may terminate this Agreement immediately where:

  • The Client breaches a material term;
  • Invoices remain unpaid for more than 30 days;
  • The Client becomes insolvent; or
  • Continued engagement would expose the Consultant to legal, regulatory or reputational risk.

13.4

Outstanding invoices remain payable following termination.

13.5

The Consultant reserves the right to suspend all Services immediately where any invoice remains unpaid beyond its due date.

14. Independent Contractor Status

14.1

The Consultant acts as an independent contractor.

14.2

Nothing in this Agreement creates:

  • Employment;
  • Partnership;
  • Joint Venture; or
  • Agency

between the parties.

15. Non-Solicitation

15.1

During the engagement and for a period of twelve months following its termination, the Client shall not directly engage or employ any consultant, subcontractor or representative introduced by the Consultant without prior written agreement.

16. Force Majeure

16.1

Neither party shall be liable for failure or delay in performing obligations where such delay or failure results from circumstances beyond reasonable control, including but not limited to:

  • Natural disasters;
  • Industrial disputes;
  • Government restrictions;
  • Power failures;
  • Internet failures;
  • Cybersecurity incidents;
  • Acts of war; or
  • Civil unrest.

17. Communications

17.1

Notices under this Agreement shall be provided in writing by:

  • Email;
  • Recorded delivery; or
  • Courier.

17.2

Notices shall be deemed received:

  • Immediately upon confirmed email transmission; or
  • Two Business Days after posting via recorded delivery.

18. Severability

18.1

If any provision of these Terms is found to be unlawful or unenforceable, the remaining provisions shall remain in full force and effect.

19. Waiver

19.1

Failure by either party to enforce any provision shall not constitute a waiver of future enforcement of that provision.

20. Governing Law

20.1

This Agreement shall be governed by the laws of England and Wales.

20.2

The Courts of England and Wales shall have exclusive jurisdiction over any dispute arising from this Agreement.