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Terms & Conditions
The terms on which Yervaq Solutions Ltd supplies IT services and on which this website may be used.
About these terms
These Terms and Conditions govern the supply of services by Yervaq Solutions Ltd to its clients and the use of this website. They apply together with any signed proposal, statement of work, service schedule or order form, which will take precedence where there is a conflict.
By engaging our services or using this website you accept these terms.
Yervaq Solutions Ltd, 69 Allan Haigh Close, Alverthorpe, WF2 0TP, United Kingdom. Email info@yervaq-solutions.site or telephone +44 7444 262989.
Definitions
- Agreement — these terms together with the accompanying proposal, order form or statement of work.
- Services — the managed services, projects, consultancy or support described in the Agreement.
- Client, you — the business that engages Yervaq Solutions.
- Deliverables — documentation, configurations, software or other materials produced for the Client.
- Business hours — 08:00 to 18:00, Monday to Friday, excluding England and Wales bank holidays.
Our services
We will provide the Services with reasonable care and skill, using suitably qualified personnel, in accordance with the scope set out in the Agreement.
Service levels, including response and resolution targets, are those stated in the applicable service schedule. Targets are measured during business hours unless out-of-hours cover has been purchased.
Anything not expressly included in the Agreement is out of scope and will be quoted separately before work begins.
Quotations and orders
Quotations are valid for 30 days unless stated otherwise and are based on the information supplied to us. If that information proves materially inaccurate or incomplete, we may revise the quotation and will notify you before continuing.
An order is accepted when we issue written confirmation or begin providing the Services, whichever is earlier.
Fees and payment
All prices are exclusive of VAT, which is charged at the prevailing rate.
Managed service fees are invoiced monthly in advance. Project fees are invoiced according to the milestones set out in the Agreement. Consultancy is invoiced monthly in arrears.
Invoices are payable within 14 days of the invoice date. We reserve the right to charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend non-critical Services where an invoice remains unpaid for more than 30 days, having given seven days' written notice.
Hardware, third-party software licences and connectivity are recharged at cost. Fees may be reviewed annually with at least 30 days' written notice.
Term, renewal and termination
Managed service agreements run for an initial term of 12 months and continue on a rolling basis thereafter. Either party may terminate on 30 days' written notice, exercisable after the first three months.
Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.
On termination, fees accrued up to the termination date remain payable. We will co-operate reasonably with an orderly handover and, on request, return documentation, administrative credentials and Client data.
Client responsibilities
To allow us to deliver the Services, you agree to:
- provide timely access to premises, systems, credentials and appropriate personnel;
- nominate an authorised contact empowered to approve changes and expenditure;
- maintain valid licences and support contracts for third-party products;
- keep us informed of changes to your environment, headcount or business requirements;
- follow reasonable security recommendations, including the use of multi-factor authentication.
Where a delay or failure arises from the Client's actions or omissions, agreed timescales and service levels will be extended accordingly.
Intellectual property
Each party retains ownership of intellectual property owned before the Agreement. On full payment, ownership of bespoke Deliverables created specifically for the Client transfers to the Client.
We retain ownership of our own tools, templates, methodologies and generic components, and grant the Client a perpetual, non-exclusive licence to use them to the extent they are embedded in the Deliverables.
Confidentiality
Each party will keep confidential information disclosed by the other confidential, use it only for the purposes of the Agreement, and disclose it only to personnel or subcontractors who need it and are under equivalent obligations. This does not apply to information that is public through no fault of the receiving party or that must be disclosed by law.
Data protection
Both parties will comply with applicable data protection law. Where we process personal data on the Client's behalf, we act as processor and the Client as controller under a data processing agreement forming part of the Agreement. Our own processing is described in our Privacy Policy.
Warranties and disclaimers
We warrant that the Services will be performed with reasonable care and skill. Except as expressly stated, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
We do not warrant uninterrupted or error-free operation of third-party products, networks or services outside our reasonable control.
Limitation of liability
Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.
Subject to the above, neither party is liable for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of business opportunity or loss of goodwill.
Our total aggregate liability arising out of or in connection with the Agreement in any 12-month period is limited to the total fees paid by the Client in that period.
Where a claim relates to data loss, our liability is limited to the reasonable cost of restoring data from the most recent backup taken in accordance with the Agreement.
Subcontracting
We may subcontract elements of the Services to suitably qualified third parties, and remain responsible for their performance.
Events outside our control
Neither party is liable for failure or delay caused by events beyond its reasonable control, including power or telecommunications failures, cyber attack on third-party infrastructure, industrial action, fire, flood or government action. The affected party will notify the other promptly and take reasonable steps to mitigate.
Use of this website
Content on this website is provided for general information and does not constitute professional advice. We take care to keep it accurate but make no warranty that it is complete or current. The content, design and code of this website are owned by Yervaq Solutions Ltd and may not be reproduced without permission.
General
The Agreement constitutes the entire agreement between the parties and supersedes previous discussions. No variation is effective unless agreed in writing. If a provision is found unenforceable, the remainder continues in force. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.
Governing law and jurisdiction
These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.
If you have a complaint, please contact us so we can resolve it. We will acknowledge complaints within two working days and aim to resolve them within ten.