Plan Customers

• 2.2

  Where a Customer selects a Plan, the Contract for that Plan is formed on the earlier of: (a) signature of an Order Form by both parties; (b) the Customer’s electronic acceptance of a Quote through UK1Tech’s Halo PSA platform or any successor quoting platform, where the Quote states that it is subject to these Terms; (c) the Customer providing written confirmation that it wishes UK1Tech to proceed; or (d) UK1Tech commencing delivery of the Services at the Customer’s request. The Plan continues for the Initial Term stated in the Order Form and thereafter as set out in condition 14.

Ad Hoc Customers

• 2.3

  Every Quote issued for Ad Hoc Services will state that the Services are provided subject to these Terms (including Schedule 2.5) in force on the date the Quote is issued, and the location at which they can be viewed. The Contract for Ad Hoc Services is formed on the earlier of: (a) the Customer’s electronic acceptance of a Quote through UK1Tech’s Halo PSA platform or any successor quoting platform, where the Quote states that it is subject to these Terms; (b) the Customer providing written confirmation that it wishes UK1Tech to proceed; or (c) UK1Tech commencing delivery of the Services at the Customer’s request.

• 2.4

  Where, exceptionally, UK1Tech is asked to commence work before a Quote has been issued or accepted (for example, a genuine urgent fault), UK1Tech will issue written confirmation referencing these Terms as soon as reasonably practicable, and the Customer's instruction to continue after receiving that confirmation constitutes acceptance of these Terms. This route is an exception, not the standard route to contract formation, and UK1Tech will issue a Quote referencing these Terms in every case where time allows.

• 2.5

  UK1Tech's standard Quote template and its Halo/PSA quoting system will automatically include wording confirming that acceptance of a Quote, or an instruction to proceed, constitutes agreement to these Terms.

• 2.6

  A Customer that is not otherwise on a Plan may request Ad Hoc Services at any time; no application, credit check, or approval process is required before a Quote can be issued, save that UK1Tech may require payment in advance under condition 4.5.

General

• 2.7

  If there is any conflict between these documents, the order of precedence is: (1) the Order Form or Quote; (2) the Schedules; (3) the body of these Terms.

• 2.8

  UK1Tech may update these Terms and the Schedules from time to time by giving the Customer at least 30 days' written notice (email is sufficient). Updates take effect for existing Plan Customers at the start of their next renewal Term unless: (a) the amendment is reasonably required sooner to reflect applicable law or regulation; (b) the change is reasonably required to reflect a change imposed by a Third Party Provider; or (c) immediate implementation is reasonably necessary for operational, security or technical reasons, in which case they take effect on the date stated in the notice. For Ad Hoc Services, the version of these Terms in force on the date the Quote is issued applies for that engagement. This condition 2.8 governs future changes to Contracts already made under these Terms; it does not itself give UK1Tech authority to move a Customer from a different, pre-existing agreement onto these Terms — migrating a legacy Customer onto this framework requires review of that Customer's existing agreement and a separate transition exercise.

Plan Customers

• 4.1

  The recurring Charges for a Plan are as set out in the Order Form, and are payable monthly in advance unless the Order Form or Quote states otherwise. Recurring Plan pricing is set out on the Order Form or Quote, not in these Terms or the Schedules, so that a pricing change does not require an amendment to this document.

• 4.2

  UK1Tech may increase the recurring Plan Charges once in each 12-month period, with effect from each anniversary of the Order Form's Commencement Date, in line with the greater of (a) the percentage increase in the Consumer Prices Index (CPI) over the preceding 12 months, and (b) 5%, unless a different figure is stated in the Order Form. This condition 4.2 is separate from, and does not limit, UK1Tech's right to pass through third-party price increases under condition 8.5.

• 4.3

  Work falling outside the Plan's Changes allowance, and onsite or out-of-hours support (which is charged separately under every Plan, including Unlimited), is billed in arrears at the rates in Schedule 3. This does not apply to work done by an Onsite Engineer during the Engineer Hours, which is covered by the Onsite Engineer fee under Schedule 2.6.

Ad Hoc Customers

• 4.4

  Charges for Ad Hoc Services are calculated on a time-and-materials basis at the rates in Schedule 3, or as a fixed price stated in the Quote, and are billed on completion of the work or at the milestones stated in the Quote.

• 4.5

  UK1Tech may require payment in full, or a deposit, before commencing Ad Hoc Services, particularly (but not only) where the Customer has no existing trading history with UK1Tech, where the engagement is of significant value, or where the work involves the purchase of third-party hardware, software, or licences on the Customer's behalf.

General

• 4.6

  A Quote is valid for 14 days from its date of issue unless it states a different validity period. UK1Tech may revise the pricing of hardware, software, licences or Third Party Services at any time before the relevant order is placed with the supplier where UK1Tech’s own costs change. UK1Tech will notify the Customer of any such adjustment before placing the order and the Customer may cancel the affected order if it does not wish to proceed at the revised price.

• 4.7

  Unless otherwise stated in an Order Form or Quote, invoices are payable within 30 days of the invoice date.

• 4.8

  Interest accrues on overdue Charges at 4% per annum above the Bank of England base rate, calculated daily. UK1Tech may suspend Services (including Ad Hoc Services in progress) where Charges remain unpaid more than 14 days after their due date, having given the Customer 7 days' written notice of its intention to do so.

• 4.9

  All Charges are exclusive of VAT, which is payable in addition at the applicable rate.

• 4.10

  Where the Customer's internal procedures require a purchase order ("PO"), the Customer shall provide the relevant PO number promptly and, in any event, before the date on which UK1Tech is entitled to issue the relevant invoice. Failure by the Customer to provide a PO shall not relieve the Customer of its obligation to pay any Charges properly due under the Contract. UK1Tech may continue to provide the Services, and may invoice for them, whether or not a PO has been issued. The absence of a PO shall not operate as a condition precedent to payment.

Plan Customers

• 14.1

  A Plan continues for the Initial Term stated in the Order Form and thereafter renews automatically for successive 12-month periods, unless either party gives at least 3 months' written notice of non-renewal before the end of the then-current Term, or such other notice period as is stated in the Order Form. Notice of non-renewal may not take effect before the end of the Initial Term. Different Services may be subject to different contractual terms and notice periods as specified in the relevant Order Form.

• 14.2

  Either party may terminate a Contract with immediate effect by written notice if: (a) the other party commits a material breach of the Contract which, if capable of remedy, is not remedied within 30 days of written notice; or (b) the other party becomes insolvent.

Ad Hoc Customers

• 14.3

  The Contract for a given Ad Hoc engagement completes automatically on delivery and acceptance of the work described in the Quote, or on payment of the final invoice for that work, whichever is later. There is no ongoing obligation on either party beyond that engagement, save for conditions expressed to survive under condition 14.8.

• 14.4

  Either party may cancel an Ad Hoc engagement before it is complete by written notice. UK1Tech will invoice for work already carried out, and for any non-cancellable third-party costs already committed under condition 8.6.

Exit and Transition

• 14.5

  Following termination or expiry of a Contract, UK1Tech will provide reasonable transition assistance — for example, documentation handover, credential export, and liaison with an incoming provider — chargeable at the rates in Schedule 3 unless otherwise agreed in writing. This is not included free of charge as part of ongoing Plan Charges.

• 14.6

  On termination or expiry, the parties will address: (a) transfer or cancellation of any third-party licences procured via UK1Tech on the Customer's behalf; (b) any non-cancellable third-party commitments already incurred under condition 8.6; (c) return or deletion of the Customer's data held by UK1Tech, save to the extent UK1Tech is required to retain it under condition 10.5 (Data Protection) or its Record Retention and Destruction Policy, with confirmation of deletion on request; (d) return of credentials, documentation, and configuration records; (e) return of any UK1Tech-owned hardware in the Customer's possession, and release of any Customer-owned hardware held by UK1Tech; (f) the handling and retention of backup data; and (g) transfer of ownership of any domains or tenants registered by UK1Tech on the Customer's behalf where these belong to the Customer.

• 14.7

  Termination of a Contract does not affect any Charges already accrued, or either party's accrued rights and liabilities, as at the date of termination.

• 14.8

  Conditions 9 (Confidentiality), 10 (Data Protection), 13 (Limitation of Liability), 17 (Anti-Bribery, Tax Evasion and Modern Slavery), 18 (Dispute Resolution), and 20 (Governing Law), and paragraphs 2.6.8 (Non-solicitation) and 2.6.9 (TUPE) of Schedule 2, survive termination or completion of the Contract, for Plan Customers and Ad Hoc Customers alike.

1. Support Hours

• 1.1

  "Standard Hours" means the hours in the table above on a Working Day, and "Business Hours" means hours within Standard Hours. Remote targets are counted in remote Standard Hours and onsite targets in onsite Standard Hours, so the clock stops outside those hours and restarts on the next Working Day. Targets of less than a day are stated in Business Hours, and longer targets in Working Days.

• 1.2

  Outside Standard Hours, support is available only during the out-of-hours cover times above, and only for Critical Events. Out-of-hours work is not included in any Plan and is charged at the rates in Schedule 3.

2. Target Response Times

• 2.1

  Out of hours, all Plans, Critical Events only: the target is 1 hour for a remote response, and 4 hours for an onsite visit inside the M25, counted within the out-of-hours cover times. There is no out-of-hours onsite target outside the M25. A Critical Event logged outside the cover times is handled from the start of the next cover period or Standard Hours, whichever comes first. Non-Critical calls logged out of hours are handled in the next Standard Hours.

• 2.2

  "Response" means an engineer's first acknowledgement of a call by phone, email, or ticket update (automated acknowledgements do not count). For onsite visits, the target is the time within which a visit is scheduled, not the time to fix the fault.

• 2.3

  A "Critical Event" is an incident that affects a significant part of the Customer's network or a whole business unit, or severely affects availability or operations. The Customer must flag an incident as critical when logging it. Any other incident is Non-Critical.

• 2.4

  Onsite visits are chargeable under every Plan at the rates in Schedule 3, except work done by an Onsite Engineer during the Engineer Hours (Schedule 2.6).

• 2.5

  Onsite Engineer Plan: during the Engineer Hours, calls are handled on site by the Onsite Engineer under Schedule 2.6, and the targets above apply only to any other Plan taken alongside it.

• 2.6

  All onsite targets outside the M25 are provided on a best-efforts basis only.

3. Monitoring and Patching

• 3.1

  Monitoring of supported servers, firewalls, and cloud-managed network devices is included in Essentials, Essentials Plus, and Unlimited, but not in PAYG unless added on the Order Form. Monitoring applies only to devices configured in UK1Tech's approved monitoring service. Alerts are reviewed during Standard Hours and the out-of-hours cover times, are logged as tickets, and Critical alerts are handled within the Critical Event targets above.

• 3.2

  Where patching is included, UK1Tech will apply operating system and approved application patches to covered servers and other agreed devices. The systems to be patched and the patching approach are agreed during onboarding, and patches are installed in agreed maintenance windows, including any reboot a patch needs. Servers and network devices are patched only while under manufacturer warranty or support. Workstations are patched only where the Customer takes UK1Tech's patch management service.

• 3.3

  Patching is provided on a best-efforts basis. UK1Tech does not guarantee that every patch will install successfully or that every vulnerability will be removed, and is not liable for any loss arising from a patch failing to install or from a fault in a patch supplied by a software vendor.

4. Targets, Not Guarantees

• 4.1

  The times in this Schedule are targets, not guarantees. No service credits apply unless the Order Form sets out a service credit regime, in which case that regime is the Customer's sole remedy for missed targets. A single failure to achieve any response target, resolution target or service level shall not, of itself, constitute a material breach of the Contract, but repeated or sustained failure to meet the targets may be treated as a material breach under condition 14.2(a). UK1Tech's liability remains subject to condition 13.

2.1 PAYG

A retainer-based plan covering account management and priority booking, with all support work billed on a time-and-materials basis under Schedule 3. No Changes allowance is included. The retainer amount is stated on the Order Form.

2.2 Essentials

Per-user monthly pricing (minimum 10 users) covering remote support within Standard Hours and a defined Changes allowance, as set out in the Order Form and the SLA. Onsite support and out-of-hours critical support are billed separately.

2.3 Essentials Plus

As Essentials, with an increased Changes allowance and improved SLA response targets, as set out in the Order Form and the SLA. Onsite support and out-of-hours critical support remain billed separately.

2.4 Unlimited

As Essentials Plus, with an uncapped Changes allowance. "Unlimited" refers only to the Changes allowance; onsite support and out-of-hours critical support are billed separately under this Plan as under every other Plan, except work covered by an Onsite Engineer Plan (Schedule 2.6).

2.5 Ad Hoc / Non-Contracted Services

• 2.5.1

  This module applies to any Customer receiving Ad Hoc Services, including a Customer with no other Plan or ongoing relationship with UK1Tech, and to one-off project work requested by an existing Plan Customer that falls outside its Plan's scope.

• 2.5.2

  Ad Hoc Services are quoted individually and charged on a time-and-materials basis at the rates in Schedule 3, or at a fixed price stated in the Quote.

• 2.5.3

  There is no Changes allowance, no monthly retainer, and no ongoing commitment on either side beyond the specific engagement described in the Quote.

• 2.5.4

  The SLA (Schedule 1) does not apply. UK1Tech will provide an estimated turnaround in the Quote where possible, but this is an estimate, not a guaranteed response or resolution time, unless the Quote expressly states otherwise.

• 2.5.5

  Payment terms, invoicing on completion, and advance-payment requirements are as set out in conditions 4.4 to 4.7.

• 2.5.6

  Where an Ad Hoc engagement develops into a recurring need, UK1Tech will recommend the Customer move to an appropriate Plan and issue a new Order Form; until that Order Form is signed, further work continues to be treated as Ad Hoc Services under this Schedule 2.5.

2.6 Onsite Engineer

• 2.6.1

  The Service. UK1Tech will provide the number of engineers stated in the Order Form (each an "Onsite Engineer") to work at the Customer's site during the days and hours stated in the Order Form (the "Engineer Hours"), at the support level stated in the Order Form.

• 2.6.2

  Charges. The Onsite Engineer Plan is charged as a fixed monthly fee, payable in advance, as set out in the Order Form. The fee covers all work done by the Onsite Engineer, or by a cover engineer under paragraph 2.6.4, during the Engineer Hours; no hourly, half-day, day, call-out, or onsite rate under Schedule 3 applies to that work. Work outside the Engineer Hours, work by any additional engineer, and project work are charged at the rates stated in the Order Form or, if none are stated, at the rates in Schedule 3.

• 2.6.3

  Other Plans. Where the Onsite Engineer Plan is taken alongside another Plan, that other Plan (including its SLA) continues to apply to remote support. Where it is taken on its own, the SLA does not apply and any remote support outside the Engineer Hours is charged at the rates in Schedule 3.

• 2.6.4

  Cover. UK1Tech will provide a suitably skilled cover engineer on site during the Onsite Engineer's planned annual leave, at no extra charge, and will tell the Customer the dates in advance. During sickness or other unplanned absence, UK1Tech will provide remote support from the first Working Day and will use reasonable endeavours to provide an onsite cover engineer, unless the Order Form states a firmer commitment. Only one cover engineer per absent Onsite Engineer will be on site at any time.

• 2.6.5

  UK1Tech staff. Each Onsite Engineer is and remains employed or engaged by UK1Tech, which selects, manages, trains, and disciplines them and may replace them, acting reasonably and giving the Customer notice of any permanent change. UK1Tech does not guarantee that any named individual will provide the service. The Customer may ask UK1Tech to replace an Onsite Engineer for reasonable cause, and UK1Tech will consider any such request in good faith. The Customer may direct day-to-day priorities within the scope of the service, but may not change the Engineer Hours, ask the Onsite Engineer to work additional hours without UK1Tech's prior written approval, or ask them to carry out work that is not IT work.

• 2.6.6

  Customer's site obligations. The Customer will provide, at no charge: (a) access to its site during the Engineer Hours; (b) a suitable workspace and the equipment reasonably needed to deliver the service; (c) a health and safety induction and a safe place of work, including suitable arrangements where the Onsite Engineer works alone or outside the Customer's normal office hours; and (d) copies of any site rules the Onsite Engineer must follow. The Customer will tell UK1Tech promptly of any hazard or incident affecting the Onsite Engineer. Any additional vetting or background checks the Customer requires beyond UK1Tech's standard checks are at the Customer's cost.

• 2.6.7

  Site unavailable. If the Onsite Engineer cannot work at the site for a reason that is not UK1Tech's fault (for example, the office is closed or the Customer asks the engineer not to attend), the fixed monthly fee remains payable, and the Onsite Engineer will work remotely for the Customer where reasonably practicable.

• 2.6.8

  Non-solicitation. During the Term and for 12 months after it ends, the Customer will not, and will ensure that its group companies do not, directly or indirectly (including through another IT provider, an employment agency, or any other third party): (a) solicit, or offer employment or engagement to, any person who worked on site for the Customer on UK1Tech's behalf in the preceding 12 months; (b) employ or engage any such person; or (c) receive services from any such person through a third party. General recruitment advertising that is not aimed at those people is not a breach. If the Customer breaches this paragraph, it will pay UK1Tech a placement fee for each person concerned, equal to the amount stated in the Order Form or, if none is stated, £15,000, within 30 days of invoice. The parties agree that this fee is a reasonable estimate of UK1Tech's recruitment, training, and replacement costs and lost service revenue. UK1Tech will likewise not solicit for employment any employee of the Customer with whom it has worked under the Contract during the same period. General recruitment advertising that is not aimed at those people is not a breach.

• 2.6.9

  TUPE. The parties do not intend the Transfer of Undertakings (Protection of Employment) Regulations 2006 ("TUPE") to apply when the service starts or ends. UK1Tech may reassign any Onsite Engineer to other work before the service ends. If TUPE nevertheless applies on commencement of the Services such that one or more employees of the Customer or any previous provider transfer, or are alleged to transfer, to UK1Tech, the Customer shall indemnify UK1Tech against all employment costs, claims, liabilities, losses, expenses and demands arising from or in connection with: (a) the employment of any such individual prior to the transfer date; (b) any failure by the Customer or any previous provider to comply with TUPE prior to the transfer date; (c) any failure of information provided under TUPE to be complete and accurate; (d) any claim by any employee alleging that they transferred, or should have transferred, to UK1Tech under TUPE; and (e) any dismissal, redundancy, termination payment, settlement payment or other employment liability incurred by UK1Tech within 12 months following the transfer date, where such liability arises wholly or partly because UK1Tech inherited employees in connection with the commencement of the Services. If TUPE nevertheless applies on termination or expiry of the Services (however arising) so that an Onsite Engineer's employment transfers to the Customer or to a replacement provider: (a) UK1Tech will provide the employee information TUPE requires; (b) the Customer will indemnify UK1Tech against all employment costs and liabilities arising on or after the transfer, or from any failure by the Customer or a replacement provider to take on that employment; and (c) UK1Tech will indemnify the Customer against such costs and liabilities arising in relation to UK1Tech’s employment of the individual before the transfer date. The indemnities in this paragraph are not subject to the limits in condition 13. Paragraph 2.6.8 does not apply to a transfer that takes place automatically under TUPE.

• 2.6.10

  Ending early. If the Customer ends the Onsite Engineer Plan before the end of its Initial Term, other than under condition 14.2, the Customer will pay the fixed monthly fee for the rest of the Initial Term.

1. Authorised reseller

• 1.1

  UK1Tech is an authorised reseller of certain Microsoft software and cloud products and provides managed services to support Customers' use of them.

• 1.2

  Microsoft software and cloud products are supplied subject to the Microsoft Customer Agreement, which is a direct agreement between Microsoft and the Customer.

• 1.3

  Where UK1Tech resells products or services of a third party other than Microsoft, that supply is subject to the relevant third party's agreement or terms and conditions, which apply between that third party and the Customer. UK1Tech will make those terms available to the Customer or provide details of where they may be accessed. By purchasing the products or services, the Customer confirms that it has read and accepts those terms. If UK1Tech asks, the Customer will confirm its acceptance in writing.

2. Microsoft Customer Agreement

• 2.1

  All Microsoft products are supplied subject to the Contract and the Microsoft Customer Agreement, available at https://www.microsoft.com/licensing/docs/customeragreement.

• 2.2

  The Customer confirms that it has been given access to the current Microsoft Customer Agreement. By accepting a UK1Tech quote or Order Form that includes Microsoft products, or by otherwise purchasing them from UK1Tech, the Customer confirms that it has read and accepts the Microsoft Customer Agreement. If UK1Tech asks, the Customer will confirm its acceptance in writing. If UK1Tech accepts the Microsoft Customer Agreement on the Customer's behalf at the Customer's request, UK1Tech does so as the Customer's agent only. It is not a party to that agreement and has no responsibility, obligation or liability to the Customer or to Microsoft under it.

• 2.3

  The Customer acknowledges that UK1Tech cannot change the Microsoft Customer Agreement in any way.

• 2.4

  If Microsoft updates the Microsoft Customer Agreement, the Customer must accept the updated version at or before the renewal of its subscription. UK1Tech will make the updated version available before renewal. Continued use of the relevant Microsoft Services, or renewal of the applicable subscription, constitutes acceptance of the updated Microsoft Customer Agreement.

3. Pricing

• 3.1

  Prices for Microsoft and other third-party products may change in line with condition 8.5. This includes increases applied by Microsoft or the relevant third party, which may take effect from the date that third party applies them.

• 3.2

  Charges increase in line with any increase in the number of subscriptions or licences supplied to the Customer, and with any other change to the Services.

1. Subject Matter and Duration

UK1Tech processes Personal Data for the duration of the Contract, for the purpose of providing the Services described in the applicable Order Form or Quote, and in accordance with the Customer's documented instructions.

2. Nature and Purpose of Processing

Processing consists of the IT support, monitoring, administration, and management activities necessary to deliver the Services, including access to the Customer's systems, mailboxes, and user accounts as required to provide support.

3. Categories of Data Subjects

The Customer's employees, contractors, and, where the Customer's systems process such data, the Customer's own customers or other individuals whose Personal Data passes through the Customer's systems supported by UK1Tech.

4. Categories of Personal Data

Contact details, account credentials and identifiers, device and system logs, email and file content incidentally accessed in the course of providing support, and any special category or sensitive data the Customer's own systems hold, to the extent UK1Tech's access extends to it.

5. Documented Instructions

UK1Tech will process Personal Data only on the Customer's documented instructions (including those set out in the Order Form, Quote, or this Contract), unless required to do otherwise by law, in which case UK1Tech will inform the Customer before processing, unless prohibited from doing so.

6. Confidentiality

UK1Tech will ensure that personnel authorised to process Personal Data are subject to a duty of confidentiality, whether contractual or statutory.

7. Technical and Organisational Measures

UK1Tech will implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, having regard to the state of the art, the cost of implementation, and the nature of the data. These measures currently include: full-disk encryption and mobile application management (MAM) enrolment on all business devices; multi-factor authentication enforced on all business applications; restriction of sensitive and client data storage to cloud-only locations rather than local device storage; documented onboarding and offboarding checklists governing access provisioning and revocation; and a quarterly IT security review covering login-anomaly monitoring. A fuller summary of UK1Tech's current measures is available on request.

8. Data Subject Requests

UK1Tech will provide reasonable assistance to the Customer in responding to requests from data subjects to exercise their rights under data protection law, taking into account the nature of the processing.

9. Data Protection Impact Assessments

UK1Tech will provide reasonable assistance to the Customer with any data protection impact assessment, and any prior consultation with a supervisory authority, that the Customer reasonably considers necessary in connection with the Services.

10. Breach Notification and Assistance

UK1Tech will notify the Customer without undue delay, in accordance with UK1Tech's internal Data Protection Policy, after becoming aware of a Personal Data breach affecting the Customer's Personal Data, and will provide the information reasonably available to it to assist the Customer in meeting its own breach-notification obligations, including the Customer's obligation (where applicable) to notify the ICO within 72 hours of becoming aware.

11. Deletion or Return of Data on Termination

On termination or expiry of the Contract, UK1Tech will, at the Customer's election, delete or return all Personal Data processed on the Customer's behalf, in accordance with condition 14.6, save to the extent UK1Tech is required by law, or by its internal Record Retention and Destruction Policy, to retain it — for example, client/customer files are retained for 6 years following the end of the relationship, after which they are destroyed in line with that policy.

12. Audit Rights

UK1Tech shall make available to the Customer such information as is reasonably necessary to demonstrate compliance with this Schedule. The Customer may conduct an audit of UK1Tech's compliance with this Schedule no more than once in any 12-month period, on not less than 30 days' prior written notice and during normal business hours. Any audit shall: (a) be conducted at the Customer's cost; (b) not unreasonably interfere with UK1Tech's business operations; (c) be subject to UK1Tech's confidentiality and security requirements; and (d) not permit access to information relating to any other customer of UK1Tech. UK1Tech may satisfy an audit request by providing independent audit reports, certifications, compliance reports, policies or other supporting documentation where reasonably sufficient to demonstrate compliance.

13. International Transfers

UK1Tech will not transfer Personal Data outside the UK (or, where relevant, the EEA) other than to a country or organisation covered by an adequacy decision, or subject to appropriate safeguards such as the UK International Data Transfer Agreement or the EU Standard Contractual Clauses as applicable.

14. Sub-processors

UK1Tech may engage the Sub-processors listed in its Sub-processor Register (Schedule 5, available on request) to assist in providing the Services, subject to the notice-and-objection process in condition 10.2. Before appointing a new Sub-processor, UK1Tech will carry out due diligence in line with its internal Purchasing and Supplier Relationships Policy — for major cloud/SaaS vendors, this may be satisfied by the vendor's own standard Data Processing Terms rather than a bespoke signed agreement — including, where a bespoke agreement is appropriate, a Data Processing Agreement or equivalent data-processing clauses, sign-off of UK1Tech's Supplier Code of Conduct, and, where appropriate, a Data Security Questionnaire. Sub-processors are required to certify compliance with the Supplier Code of Conduct on at least an annual basis, where applicable. UK1Tech remains responsible for each Sub-processor's compliance with obligations equivalent to those in this Schedule.

1. Definition and Scope

"Equipment" means any hardware, network equipment, peripherals, or other physical devices sold by UK1Tech to the Customer under a Contract, whether supplied on its own or alongside the Services. It excludes: (a) software licences, which are addressed in Schedule 4; and (b) any hardware that remains UK1Tech's own property and is used to deliver the Services rather than sold or transferred to the Customer (for example, monitoring appliances or loan equipment).

2. Price and Payment

• 2.1

  The price of Equipment is as stated in the Order Form or Quote, and is exclusive of delivery, packaging, and VAT unless stated otherwise.

• 2.2

  UK1Tech may increase the price of Equipment not yet delivered, on written notice to the Customer, to reflect an increase in UK1Tech's own costs arising from matters outside its reasonable control — for example, distributor or manufacturer price increases, currency fluctuation, or a change to specification, quantity, or delivery date requested by the Customer.

• 2.3

  Condition 4.5 (advance payment for Ad Hoc Services) applies equally to Equipment ordered as part of an Ad Hoc engagement. For Plan Customers, advance payment terms for a specific Equipment order will be stated in the relevant Order Form addendum or Quote.

3. Delivery and Risk

• 3.1

  UK1Tech will use reasonable endeavours to deliver Equipment on the date stated in the Order Form or Quote, but that date is an estimate only and time is not of the essence for delivery of Equipment.

• 3.2

  Risk in the Equipment passes to the Customer on delivery, including, where applicable, once UK1Tech has off-loaded the Equipment at the Customer's premises.

4. Retention of Title

• 4.1

  Ownership of Equipment does not pass to the Customer until UK1Tech has received payment in full, in cleared funds, for that Equipment and any other sums then due from the Customer to UK1Tech under the Contract.

• 4.2

  Until ownership passes under paragraph 4.1, the Customer will: (a) hold the Equipment as UK1Tech's fiduciary bailee; (b) store it separately from its other equipment so that it remains readily identifiable as UK1Tech's property; (c) not remove, deface, or obscure any identifying mark on the Equipment or its packaging; and (d) keep the Equipment insured for its full replacement value against all reasonable risks, noting UK1Tech's interest on the policy.

• 4.3

  The Customer's right to possession of Equipment not yet paid for ends immediately if the Customer fails to pay any sum due to UK1Tech on its due date, or becomes insolvent within the meaning of condition 14.2(b). Where that right ends, UK1Tech may require the Customer to deliver up the Equipment and, if the Customer fails to do so promptly, may enter the premises where the Equipment is held (on reasonable notice, except where insolvency is suspected) to recover it, at the Customer's cost.

5. Warranty

• 5.1

  Where Equipment is sold as new, UK1Tech warrants that it is free from material defects in workmanship at the point of delivery, and will, at its option, repair or replace Equipment (other than consumable items) that is reported to it in writing as defective within 12 months of delivery.

• 5.2

  Where Equipment is sold as used, refurbished, or otherwise not new, the Order Form or Quote will identify it as such, and UK1Tech warrants only that it is in good working order at the point of delivery. If the Customer notifies UK1Tech in writing within 14 days of delivery that the Equipment was not in working order on arrival, UK1Tech will, at its option, repair, replace, or refund it. Beyond this 14-day period, such Equipment is sold on an "as seen" basis with no further warranty as to its condition, unless UK1Tech expressly agrees a longer warranty in writing at the time of sale.

• 5.3

  Where Equipment is manufactured by a third party, UK1Tech is not the manufacturer and gives no warranty in respect of that Equipment beyond paragraphs 5.1 and 5.2, save that it will use reasonable endeavours to pass through to the Customer the benefit of any manufacturer's warranty.

• 5.4

  Except as set out in this paragraph 5, all warranties, conditions, and other terms implied by statute or common law are excluded from the Contract to the greatest extent permitted by law.

6. Remedies for Non-Payment

• 6.1

  Without prejudice to condition 4.8 (interest and suspension of Services generally), if the Customer fails to pay for Equipment on its due date, UK1Tech may, in addition to its other rights and remedies: (a) suspend delivery of any further Equipment, whether ordered under the same Contract or not; (b) charge a reasonable storage fee for any undelivered Equipment; and (c) exercise a lien over any Equipment belonging to the Customer that is in UK1Tech's possession, until the sums due are paid in full.

7. Interaction with the Rest of These Terms

• 7.1

  Condition 13 (Limitation of Liability) applies to UK1Tech's liability in connection with Equipment in the same way as it applies to the Services, save that nothing in this Schedule or condition 13 excludes or limits UK1Tech's liability for death or personal injury caused by its negligence, for fraud, or for defective products under the Consumer Protection Act 1987 to the extent this cannot lawfully be excluded.

• 7.2

  This Schedule applies equally whether Equipment is supplied to a Plan Customer under an Order Form or Order Form addendum, or to an Ad Hoc Customer under a Quote.