Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "Client", "you") and AssurePath Ltd ("AssurePath", "we", "us", "our"), a company incorporated in England and Wales.

By accessing our website, using our services, or executing a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and any applicable Service Level Agreements (SLAs).

If you are entering into this agreement on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Definitions

• "Services" means the IT outsourcing, managed services, consulting, and support services provided by AssurePath as described in the applicable SOW.
• "SOW" means Statement of Work, a document detailing specific services, deliverables, timelines, and costs.
• "Customer Data" means all data, information, and materials provided by Customer or generated in connection with the Services.
• "Confidential Information" means non-public information disclosed by either party that is marked as confidential or would reasonably be considered confidential.
• "Force Majeure Event" means circumstances beyond reasonable control including natural disasters, cyber attacks, government actions, or infrastructure failures.
• "SLA" means Service Level Agreement specifying performance standards and remedies.
• "Business Day" means Monday through Friday, excluding UK public holidays.

3. Services Description

3.1 Core Services

AssurePath provides the following categories of services:

• IT Outsourcing: Complete IT department replacement including help desk, system administration, and infrastructure management
• Fractional Leadership: Part-time CIO and CISO services providing strategic IT and security leadership
• Strategic IT Consulting: Technology planning, architecture design, and implementation guidance
• Cloud Migration: Planning, execution, and optimization of cloud infrastructure transitions
• Security & Compliance: Security assessments, compliance frameworks, and ongoing security management
• Infrastructure Design: Network architecture, system design, and scalability planning

3.2 Service Delivery Model

Services are delivered through our three-tier support model:

• Tier 1: Help desk, user support, and basic troubleshooting
• Tier 2: System administration, advanced technical support, and problem resolution
• Tier 3: Infrastructure architecture, security incidents, and complex system design

3.3 Service Exclusions

Unless specifically included in an SOW, the following are excluded:

• Hardware procurement and warranty management
• Software licensing (customer responsible for licensing)
• On-site services (unless specifically contracted)
• Services requiring specialized industry certifications not held by AssurePath
• Emergency services outside of contracted hours without prior arrangement

4. Service Agreement and SOW

4.1 Master Service Agreement

These Terms constitute the Master Service Agreement. Specific services are detailed in individual Statements of Work (SOWs) which incorporate these Terms by reference.

4.2 SOW Requirements

Each SOW must include:

• Detailed description of services to be provided
• Performance standards and success criteria
• Contract term and duration (month-to-month or fixed-term)
• Timeline and milestones
• Pricing and payment terms
• Specific deliverables and acceptance criteria
• Change management procedures
• Termination conditions and applicable early termination fee schedule
• Resource Commitment Documentation: Specification of any dedicated staff, equipment, infrastructure, or specialized investments AssurePath will make for the engagement
• Setup and Mobilization Costs: Itemized breakdown of initial setup, integration, training, and mobilization expenses

4.3 Contract Terms and Commitment

Fixed-Term Contracts: When Customer enters into a fixed-term agreement (e.g., 12, 24, or 36 months), Customer is committed to the full contract term and payment obligations. Fixed-term contracts provide discounted pricing in exchange for the commitment.

Month-to-Month Services: Services without a fixed term continue until terminated with proper notice and are priced at standard rates.

Auto-Renewal: Fixed-term contracts automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least 90 days before the current term expires.

4.4 Changes and Amendments

Changes to SOWs must be agreed in writing by both parties. Additional services requested outside the scope of an SOW will be quoted separately and require a new SOW or amendment.

5. Customer Obligations

5.1 Cooperation and Access

Customer must:

• Provide timely access to systems, data, and personnel necessary for service delivery
• Designate authorized personnel for service requests and approvals
• Respond promptly to requests for information or decisions
• Maintain current and accurate contact information
• Provide reasonable notice of planned system changes or outages

5.2 System Requirements

Customer is responsible for:

• Ensuring systems meet minimum requirements for service delivery
• Maintaining appropriate network connectivity and bandwidth
• Providing necessary software licenses and access credentials
• Backup and disaster recovery planning (unless specifically contracted)
• Compliance with applicable laws and regulations

5.3 Security Compliance

Customer must:

• Implement and maintain reasonable security policies
• Report security incidents promptly
• Follow security recommendations provided by AssurePath
• Ensure authorized personnel complete required security training
• Maintain appropriate cyber insurance coverage

6. Access and Security

6.1 Administrative Access

Customer grants AssurePath necessary administrative access to systems and networks required for service delivery. This access is limited to authorized AssurePath personnel and is subject to:

• Principle of least privilege
• Regular access reviews and updates
• Multi-factor authentication where supported
• Logging and monitoring of all administrative activities
• Immediate revocation upon service termination

6.2 Security Measures

AssurePath implements:

• ISO 27001 certified information security management
• Regular security awareness training for all personnel
• Background checks for personnel with customer system access
• Secure VPN connections for remote system access
• Regular vulnerability assessments and penetration testing

6.3 Incident Response

In the event of a security incident, AssurePath will:

• Immediately contain and assess the incident
• Notify Customer within 2 hours of discovery
• Provide regular updates throughout incident response
• Deliver a comprehensive post-incident report within 72 hours
• Implement corrective measures to prevent recurrence

7. Service Level Agreements

7.1 Response Times

Standard response times (business hours: Monday-Friday 9:00-17:00 GMT):

• Critical (P1): 1 hour response, 4 hour resolution target
• High (P2): 4 hour response, 24 hour resolution target
• Medium (P3): 8 hour response, 72 hour resolution target
• Low (P4): 24 hour response, 5 business day resolution target

7.2 Availability Targets

System availability targets (excluding scheduled maintenance):

• Critical Systems: 99.5% uptime per month
• Business Systems: 99.0% uptime per month
• Development/Test Systems: 95.0% uptime per month

7.3 Scheduled Maintenance

• Standard maintenance windows: Sunday 02:00-06:00 GMT
• Minimum 7 days notice for planned maintenance
• Emergency maintenance may be performed with 2 hours notice
• Maintenance windows excluded from availability calculations

7.4 SLA Remedies

If SLA targets are not met, Customer may be eligible for service credits as specified in the applicable SOW. Service credits are Customer's sole remedy for SLA failures.

8. Payment Terms

8.1 Fees and Billing

• Monthly services are billed in advance on the 1st of each month
• Project-based services are billed according to milestones in the SOW
• Additional services outside the SOW are billed monthly in arrears
• All fees are in GBP unless otherwise specified
• Fees are exclusive of VAT and other applicable taxes

8.2 Payment Terms

• Payment is due within 30 days of invoice date
• Late payments incur interest at 8% per annum plus Bank of England base rate (minimum 1% monthly)
• Unpaid invoices over 60 days may result in service suspension
• Customer is responsible for all collection costs and legal fees

8.3 Early Termination Financial Obligations

Upon early termination of fixed-term contracts, Customer shall pay:

(a) SETUP AND MOBILIZATION RECOVERY
All setup costs incurred by AssurePath including:

• System integration and configuration costs
• Process documentation and knowledge transfer
• Training and certification expenses
• Third-party setup fees and licenses
• Project management and mobilization costs

(b) RESOURCE COMMITMENT RECOVERY
Where AssurePath has made specific resource commitments (as detailed in the SOW), Customer shall pay:

• Recruitment and training costs for dedicated personnel
• Equipment and infrastructure allocated to Customer
• Committed salary and benefit obligations during notice period
• Notice period costs and potential redundancy liabilities
• Specialized certifications or training undertaken for Customer requirements

(c) GRADUATED RECOVERY SCHEDULE
Early termination fees calculated as percentage of remaining contract value:

• Months 1-6: 85% of remaining contract value
• Months 7-12: 65% of remaining contract value
• Months 13-18: 45% of remaining contract value
• Months 19-24: 25% of remaining contract value
• Months 25+: 15% of remaining contract value OR 3 months' fees, whichever is greater

(d) LOST OPPORTUNITY COST
Customer acknowledges that fixed-term commitments enable AssurePath to:

• Provide discounted pricing based on guaranteed revenue
• Decline alternative opportunities
• Make specific resource investments
• Plan long-term service delivery strategies

(e) GENUINE PRE-ESTIMATE OF LOSS
The parties acknowledge and agree that the early termination fees represent a genuine pre-estimate of AssurePath's loss, including but not limited to lost profit margin on guaranteed revenue, unrecoverable setup costs, committed resource costs during transition, lost opportunity cost of declined contracts, and administrative costs of termination and transition. The parties agree that calculating precise loss would be impracticable given the nature of ongoing service relationships and business planning cycles.

8.4 Fee Adjustments

AssurePath may adjust fees annually with 90 days written notice. Fee increases will not exceed 10% per year unless justified by extraordinary circumstances.

8.5 Security and Collection

For fixed-term contracts over £50,000 annual value, AssurePath may require a personal or corporate guarantee, bank guarantee, or advance payment of 3-6 months fees as security for performance.

9. Intellectual Property

9.1 Customer Data and IP

Customer retains all rights to Customer Data and pre-existing intellectual property. AssurePath claims no ownership rights in Customer Data.

9.2 AssurePath IP

AssurePath retains all rights to:

• Pre-existing methodologies, tools, and intellectual property
• General knowledge and experience gained during service delivery
• Improvements to existing AssurePath IP developed during services

9.3 Work Product

Custom deliverables created specifically for Customer (excluding general methodologies) become Customer property upon full payment. AssurePath retains the right to use general concepts and methodologies for other clients.

9.4 Third-Party IP

Customer is responsible for licensing any third-party software or services required for the delivery of services.

10. Confidentiality

10.1 Mutual Obligations

Both parties agree to:

• Maintain strict confidentiality of all Confidential Information
• Use Confidential Information solely for the purposes of the service relationship
• Implement reasonable security measures to protect Confidential Information
• Limit access to authorized personnel with a legitimate need to know
• Return or destroy Confidential Information upon termination

10.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of this agreement
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law or court order (with advance notice if possible)

10.3 Duration

Confidentiality obligations survive termination of the service relationship for a period of 5 years.

11. Data Protection and Privacy

11.1 GDPR Compliance

Both parties will comply with applicable data protection laws including UK GDPR and EU GDPR. Where AssurePath processes personal data on behalf of Customer, a separate Data Processing Agreement (DPA) will govern such processing.

11.2 Data Security

AssurePath implements appropriate technical and organizational measures to protect Customer Data, including:

• Encryption of data in transit and at rest
• Regular security assessments and audits
• Access controls and authentication measures
• Employee training and background checks
• Incident response and breach notification procedures

11.3 Data Location

Customer Data is primarily processed and stored within the UK and EU. Any processing outside these regions is subject to appropriate safeguards and prior notification.

12. Limitation of Liability

12.1 Types of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSUREPATH SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• BUSINESS INTERRUPTION OR SYSTEM DOWNTIME
• COSTS OF SUBSTITUTE SERVICES OR TECHNOLOGY
• DAMAGES ARISING FROM THIRD-PARTY CLAIMS OR ACTIONS

12.2 Liability Cap

ASSUREPATH'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF:

• THE TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM; OR
• £500,000 GBP

12.3 Exceptions

Liability limitations do not apply to:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breach of confidentiality obligations
• Violations of intellectual property rights
• Other liabilities that cannot be limited by law

12.4 Time Limitation

Claims must be brought within 12 months of the date the claimant knew or should have known of the circumstances giving rise to the claim.

13. Indemnification

13.1 AssurePath Indemnification

AssurePath will defend, indemnify, and hold harmless Customer from third-party claims alleging that AssurePath's services infringe a valid patent, copyright, or trademark, subject to Customer:

• Promptly notifying AssurePath of the claim
• Granting AssurePath sole control of defense and settlement
• Providing reasonable cooperation in the defense

13.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless AssurePath from claims arising from:

• Customer's use of the services in violation of these Terms
• Customer Data or content
• Customer's violation of applicable laws or regulations
• Third-party claims related to Customer's business operations
• Unauthorized modifications to systems or services

13.3 Exclusive Remedy

The indemnification provisions in this section constitute the parties' sole obligation and exclusive remedy for intellectual property infringement claims.

14. Force Majeure

Neither party will be liable for delays or failures in performance resulting from Force Majeure Events, including but not limited to:

• Natural disasters (earthquakes, floods, severe weather)
• Government actions, laws, or regulations
• Labor strikes or disputes
• Cyberattacks or security incidents affecting infrastructure
• Internet or telecommunications failures
• Pandemics or public health emergencies

The affected party must promptly notify the other party and use reasonable efforts to minimize the impact. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected SOW with written notice.

15. Termination

15.1 Termination for Convenience

Fixed-Term Contracts: Customer may terminate fixed-term contracts early for convenience with 90 days written notice. Early termination triggers the financial obligations specified in Section 8.3 (Early Termination Financial Obligations).

Month-to-Month Services: For ongoing services without a fixed term, either party may terminate with 90 days written notice. Customer remains liable for fees incurred during the notice period.

Resource Commitment Contracts: Where AssurePath has made specific resource commitments (staff hiring, equipment allocation, infrastructure investment), early termination requires 120 days notice to allow for proper resource redeployment and transition planning.

15.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 30 days of notice
• Becomes insolvent or files for bankruptcy
• Ceases business operations
• Undergoes a change of control that materially affects the relationship

15.3 Effect of Termination

Upon termination:

• All access rights are immediately revoked
• AssurePath will provide reasonable transition assistance (fees may apply)
• Customer Data will be returned or destroyed as directed
• All unpaid fees become immediately due
• Surviving provisions remain in effect

15.4 Surviving Provisions

The following provisions survive termination: Payment obligations, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law.

16. Governing Law and Disputes

16.1 Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

16.2 Jurisdiction

Any disputes arising from these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.

16.3 Dispute Resolution

Before initiating legal proceedings, the parties agree to:

• Attempt good faith negotiations for 30 days
• Consider mediation through a mutually agreed mediator
• Escalate to senior management if initial discussions fail

16.4 Injunctive Relief

Either party may seek injunctive relief to protect confidential information or intellectual property rights without waiting for dispute resolution procedures.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any executed SOWs, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications.

17.2 Amendment

These Terms may only be modified by written agreement signed by authorized representatives of both parties, except for fee adjustments as provided herein.

17.3 Assignment

Neither party may assign these Terms without the other party's written consent, except that AssurePath may assign to an affiliate or in connection with a merger or acquisition.

17.4 Severability

If any provision of these Terms is found unenforceable, the remainder of the Terms will remain in full force and effect.

17.5 Waiver

Failure to enforce any provision does not constitute a waiver of that or any other provision.

17.6 Notice

All notices must be in writing and delivered to the addresses specified in the SOW or these Terms. Email notice is acceptable for routine communications but not for termination or other critical notices.

17.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, or employment relationship.