Terms and Conditions

CTA Systems I.T. Solutions Ltd

These Terms and Conditions apply to services supplied by CTA Systems I.T. Solutions Ltd to business clients.

CTA Systems I.T. Solutions Ltd is a UK registered company providing managed IT support, Microsoft 365 services, cyber security, cloud backup, business VoIP, broadband, domain, hosting, website and related technology services.

Company Registration Number: 13411069
Registered Office: Cherryvale Lodge, 6 Boverton Close, Callands, Warrington, Cheshire, WA5 9SZ
VAT Number: 382 0903 05

By accepting a quote, approving work, using our services, paying an invoice, or continuing to receive services from us, you agree to these Terms and Conditions.

1. Our Services

We provide business technology services including, but not limited to:

• Microsoft 365 licensing, Microsoft 365 support and Exchange mailbox services

• Email filtering and email protection, including INKY or any equivalent replacement service

• Microsoft 365, Exchange, SharePoint, OneDrive and Teams backup services

• Dark web monitoring and related security monitoring services

• Remote support, business IT support and managed IT services

• Remote monitoring and management, endpoint detection and response, antivirus and malware protection

• ThreatLocker, application control and other cyber security services

• Business VoIP telephone services, telephone seats and additional telephone numbers

• Broadband, SoGEA, FTTP, FTTC, leased line, 4G/5G and other connectivity services

• Domain registration, domain renewals, hosting, SSL certificates, website support and website backups

The exact services supplied to each client will be shown on the relevant quote, order, proposal, invoice, recurring invoice, written agreement, or service confirmation.

2. Quotes, Orders and Acceptance

Any quote we provide is based on the information available at the time. A quote may include one-off costs, recurring monthly costs, annual costs, licence commitments, third-party costs, setup fees, installation fees, or manually billed items.

A quote is accepted when you confirm acceptance in writing, request that we proceed, pay an invoice, or allow us to begin providing the service.

Once accepted, you are responsible for all costs, licence commitments, setup costs, supplier charges and recurring fees linked to that order.

3. Microsoft 365 Commitments

Where Microsoft 365 licences are supplied, the Microsoft 365 licence commitment will run for the term agreed at the point of order, renewal, quote acceptance, or service confirmation.

Microsoft 365 licences may be subject to commitments, renewal periods, cancellation restrictions, minimum terms, price changes, or billing rules applied by Microsoft, a distributor, or another third-party provider. The client remains responsible for those costs for the full commitment period.

4. Services That Run Alongside the Microsoft 365 Commitment

The only additional services that run alongside the Microsoft 365 commitment are:

• Email filtering and email protection services, including INKY or any equivalent replacement service

• Backup services linked to Microsoft 365, Exchange, SharePoint, OneDrive, Teams, mailboxes or user protection

• Dark web monitoring services

These services are linked to the Microsoft 365 user, mailbox, tenant or protection service being provided and will follow the same commitment period as the relevant Microsoft 365 licence, unless we confirm otherwise in writing.

5. Services Requiring 90 Days Written Notice

Unless a different commitment period is shown on a quote, order, invoice, written agreement, or supplier contract, all other managed services require 90 days written notice to cancel.

This includes, but is not limited to:

• Remote support and business IT support

• Remote monitoring and management

• Endpoint detection and response, antivirus and malware protection

• Managed cyber security services that are not linked to a Microsoft 365 commitment

• ThreatLocker, application control and similar security services

• VoIP telephone seats and additional telephone numbers

• Domain services, hosting services, SSL certificates, website support and website backups

• General managed IT services and other recurring services not specifically covered by another commitment

Clients may move away from CTA Systems before the end of the 90-day notice period if they wish, but all fees due during the notice period must still be paid.

Stopping use of a service, moving to another provider, transferring a domain, porting a telephone number, removing our access, or asking another provider to take over does not remove the requirement to pay the agreed notice period.

6. Broadband and Connectivity Services

Broadband, leased lines, SoGEA, FTTP, FTTC, 4G/5G data services, telephone lines and any other connectivity services follow their own supplier contract term.

These services may have fixed terms, minimum terms, installation commitments, cease charges, migration charges, early termination charges, circuit charges, carrier charges, hardware charges, or other supplier costs.

Where a broadband or connectivity service is cancelled, migrated, ceased, moved away, or no longer required before the end of its supplier term, the client remains responsible for all charges applied by the supplier, carrier or provider.

Broadband and connectivity services are not treated as standard 90-day managed services unless we confirm this in writing. They run according to the agreed contract term for that specific service.

7. Early Cancellation

If a client cancels, transfers away, stops using, or asks us to cease managing a service before the end of its agreed commitment, the client remains responsible for:

• All unpaid invoices

• All fees due during any 90-day notice period

• All remaining Microsoft 365 licence commitment charges

• All remaining charges for email filtering, email protection, backups and dark web monitoring linked to Microsoft 365 commitments

• All broadband, connectivity, carrier or supplier contract charges

• Any cancellation, migration, cease, transfer or early termination fees

• Any work already completed

• Any equipment, hardware, software or licences already supplied or ordered on the client’s behalf

A client may leave before the end of a notice period or commitment period, but all agreed fees, supplier charges and remaining commitments must be paid in full.

8. Payment Terms

Invoices must be paid by the due date shown on the invoice.

Where services are billed monthly, annually, manually, or in advance, payment must be made in line with the invoice, quote, order or agreement.

If payment is late, we reserve the right to pause, restrict, suspend or withdraw services after giving reasonable notice where possible. This may include remote support, monitoring, Microsoft 365 support, backups, security services, VoIP, hosting, broadband support or any other managed service.

The client remains responsible for all charges during any period of suspension.

9. Price Changes

Prices may change where our suppliers increase their charges, where Microsoft or another third-party vendor changes licence pricing, where exchange rates affect supplier pricing, where taxes change, where carrier pricing changes, or where the scope of service changes.

We will give reasonable notice of price changes where possible. Some supplier-driven increases may apply from the date imposed by the supplier.

10. Third-Party Services and Supplier Terms

Many services we provide rely on third-party platforms, suppliers, vendors, carriers, distributors or cloud providers. These may include Microsoft, broadband providers, VoIP carriers, backup providers, cyber security vendors, domain registrars, hosting providers and software vendors.

We are not responsible for outages, price changes, licence restrictions, feature changes, faults, delays, security incidents or service changes caused by third-party providers, although we will make reasonable efforts to support you and communicate with the relevant supplier where the service is managed by us.

Where a third-party supplier applies its own terms, restrictions, notice periods, commitments, cancellation charges or acceptable use rules, those terms may also apply to the service.

11. Domains, Hosting and Websites

Where we manage a domain, hosting account, SSL certificate, email service or website service, the client remains responsible for ensuring that renewal fees are paid on time.

If a domain, hosting package, SSL certificate or related service expires due to non-payment, this may result in website downtime, email failure, loss of access, data loss, or additional recovery costs.

We are not responsible for loss caused by unpaid or expired services where invoices, renewal notices or payment requests have not been actioned.

12. Backups

Where backup services are provided, we will use reasonable care to configure and monitor those services according to the agreed package.

Backups reduce risk but do not guarantee that every item, version, email, file, mailbox, SharePoint site, device, system, or item of data can always be recovered in every situation.

The level of backup protection depends on the service purchased, the systems being backed up, vendor limitations, retention periods, successful authentication, available licensing and whether the data was included within the agreed backup scope.

Clients should tell us promptly if important systems, mailboxes, users, files, devices, SharePoint sites, Teams, OneDrive accounts or data locations are added or changed.

13. Security Services

Where cyber security services are provided, these may include antivirus, endpoint detection and response, monitoring, managed detection and response, SOC services, email protection, phishing protection, dark web monitoring, SaaS alerts, application control, device encryption, patching and remote monitoring.

Security services significantly reduce risk but cannot guarantee that an organisation will never suffer malware, ransomware, phishing, account compromise, data loss, unauthorised access, fraud, business interruption or another cyber incident.

Clients remain responsible for staff training, safe working practices, internal procedures, password hygiene, approval of security recommendations, and telling us promptly about suspicious activity.

14. Remote Support and Access

To provide support, we may require remote access to computers, servers, Microsoft 365 tenants, network equipment, websites, hosting platforms, backup platforms, security portals or other business systems.

The client confirms that they have authority to allow us access to these systems.

The client must not provide access to systems where doing so would breach another contract, law, policy or agreement.

15. Client Responsibilities

Clients are responsible for:

• Providing accurate information

• Telling us about changes to users, devices, sites, systems and services

• Paying invoices on time

• Using licensed software correctly

• Following reasonable security advice

• Keeping passwords and MFA methods secure

• Telling us quickly about suspected security issues

• Ensuring staff follow internal IT and security procedures

• Maintaining suitable internet, power and physical security at their premises

• Ensuring they have authority to request work, access or changes

We are not responsible for issues caused by incorrect information, unauthorised changes, unsupported systems, poor connectivity, third-party faults, user error, ignored recommendations, expired services, or work carried out by another provider without our knowledge.

16. Equipment and Hardware

Any hardware, equipment, phones, routers, firewalls, access points, computers, servers, cabling, peripherals or other physical items supplied by us remain payable once ordered.

Where equipment is supplied under a third-party contract, finance arrangement, lease, carrier agreement or supplier commitment, the relevant terms also apply.

Unless agreed otherwise in writing, hardware is chargeable separately from support, licensing and managed services.

17. Service Changes

If a client asks us to add, remove or change services, users, licences, devices, numbers, domains, mailboxes, security products or backup protection, this may affect monthly or annual billing.

Some licences and services cannot be reduced until the end of the relevant commitment period.

We will confirm significant changes where practical, but urgent work may be carried out where needed to protect systems, restore service, resolve a security issue, or maintain business continuity.

18. Support Scope

Support covers the services agreed with the client.

Support does not automatically include unsupported software, unsupported hardware, obsolete systems, home equipment, personal devices, third-party systems outside our control, consumer-grade products, or work outside the agreed service scope.

Where extra work is required outside the agreement, this may be charged separately.

19. Data Protection and Confidentiality

We will handle client information with care and will only use it for the purpose of providing, managing, supporting, securing or billing the agreed services.

Depending on the service, we may act as a data processor, data controller, or independent service provider. Where required, separate data processing terms may apply.

Both parties agree to keep confidential information private unless disclosure is required by law, needed to provide the service, required by a supplier, or authorised by the client.

20. Liability

We will provide services with reasonable care and skill.

We are not liable for indirect losses, loss of profit, loss of business, loss of contracts, loss of goodwill, loss of anticipated savings, or losses caused by third-party providers, supplier outages, cyber attacks, user error, unsupported systems, unpaid services, ignored advice, or events outside our reasonable control.

Nothing in these terms excludes liability where it cannot legally be excluded.

21. Suspension or Termination by CTA Systems

We may suspend or terminate services if:

• Invoices are overdue

• A client repeatedly fails to pay on time

• A client misuses services

• A client causes risk to our systems, suppliers, staff or other clients

• A client refuses reasonable security requirements

• A supplier withdraws or suspends a service

• Continuing the service would breach law, regulation or supplier terms

• The relationship has broken down to the point where support can no longer be provided safely or reasonably

Suspension or termination does not remove the client’s responsibility to pay outstanding fees, notice period charges, supplier commitments or remaining licence commitments.

22. Moving Away from CTA Systems

We will not unreasonably prevent a client from moving to another provider.

Where a client wishes to move away, all outstanding invoices, notice period charges, licence commitments, supplier charges and agreed fees must be paid.

We may charge for migration assistance, export work, documentation, handover support, supplier liaison, DNS changes, mailbox migration, backup export, VoIP transfer, broadband cease or transfer work, and any other work required to assist the move.

23. Changes to These Terms

We may update these Terms and Conditions from time to time.

The latest version will be published on our website. Continued use of our services after changes are published or notified will mean the updated terms apply.

24. Governing Law

These Terms and Conditions are governed by the laws of England and Wales.

Any disputes will be handled under the jurisdiction of the courts of England and Wales.