1. Definitions
"Analysis" – The examination of something in detail to gain understanding or draw conclusions.
"Audit" – A systematic assessment, typically conducted by an independent assessor, to evaluate the efficiency or effectiveness of an organisation, process, or system.
"AUP" (Acceptable Use Policy) – The policy defining acceptable usage of services, servers, and related systems.
"Business Hours" – Unless otherwise agreed in writing, Business Hours are 08:30–17:30, Monday to Friday, excluding public holidays.
"Cookie" – A small text file placed on your device by a website server for identification purposes. Cookies cannot execute code or deliver viruses and can only be read by the issuing server.
"Fees" – The monthly or periodic fees set out in the Service Agreement or proposal.
"Force Majeure" – Any event outside the reasonable control of the affected party.
"Hosting Service" – Hosting and storage services involving hardware, software, and network services enabling access to applications across the internet.
"SA" (Service Agreement) – The document outlining the Client’s agreed Services and associated terms.
"Service" or "Services" – Any services provided by CT1 Technologies Limited under these Terms, including support, consultancy, hosted services, software development, network cabling, and any additional services provided from time to time.
"SLA" (Service Level Agreement) – The document defining agreed service levels.
"The Client" – The business or individual procuring services as set out in the SA and bound by this Agreement.
2. Application of Terms
These Terms apply to all Services provided by CT1 Technologies Limited to the Client. Together with any applicable SLA(s), these Terms constitute the entire Agreement and supersede all previous arrangements, representations, or agreements, whether oral or written.
No agent, employee, or contractor of CT1 Technologies Limited has authority to alter these Terms without express written approval by an authorised representative of CT1 Technologies Limited.
Domain name registrations are subject to additional registry terms (for example, Nominet for .uk domains) as well as the terms of any registrar used to fulfil the Client’s order.
CT1 Technologies Limited reserves the right to update these Terms at any time. The current Terms will be published on the company website, and continued use of the Services will constitute acceptance of any changes.
3. CT1 Technologies Limited – Obligations to the Client
CT1 Technologies Limited will provide the Services described in the applicable SLA and no additional Services unless agreed in writing.
CT1 Technologies Limited accepts no liability for any failure or delay in providing the Services arising from:
- a breach of this Agreement by the Client or its representatives;
- third-party software, hardware, services, or systems;
- acts of Force Majeure; or
- failure by the Client or any third-party provider to co-operate or provide necessary information.
CT1 Technologies Limited may suspend Services (without liability) if the Client:
- fails to pay any Fees when due;
- uses unauthorised or illegal software; or
- violates the AUP or any applicable law.
Where an Audit, security check or similar review is undertaken, the Client must provide full control of each relevant device for the duration of the work. Unless expressly covered under an existing support contract, CT1 Technologies Limited is not responsible for any device failures occurring during or after such checks.
Support packages may include telephone support, remote assistance, and onsite visits. CT1 Technologies Limited will always attempt remote resolution in the first instance. Onsite visits will normally occur during Business Hours unless otherwise agreed, in which case additional charges may apply.
Hardware repairs or replacements will be quoted separately unless explicitly included in the SA. CT1 Technologies Limited may liaise with manufacturers in respect of warranty claims but will not undertake any repair that could invalidate manufacturer warranties.
Project or consultancy work – including, but not limited to, office relocations, server migrations, network redesigns and similar – is outside of standard support and will be charged separately on a time and materials basis unless specifically included in the SA.
4. Client Obligations to CT1 Technologies Limited
The Client agrees to:
- pay all Fees in accordance with the Payment Terms set out in this Agreement and in the SA;
- provide suitable access for onsite visits at the agreed times (failure to do so may result in additional charges);
- provide all information, licences, contact details and documentation reasonably required to deliver the Services;
- keep the terms of the SA, SLA and any commercial arrangements confidential;
- adhere to the AUP and all applicable laws; and
- indemnify CT1 Technologies Limited against any costs, claims or losses arising from breaches of the AUP or misuse of the Services.
5. Payment
CT1 Technologies Limited may suspend or restrict Services if any amount due remains unpaid after the due date, without prejudice to any other rights or remedies.
This Agreement is subject to an annual pricing review in October each year to reflect changes in the Retail Price Index (RPI) or similar relevant index. Any adjustments will be notified in writing.
CT1 Technologies Limited reserves the right to increase Fees due to third-party cost increases or changes in regulatory or operational requirements. Continued use of the Services after such changes take effect will be deemed acceptance of the revised Fees.
Unless otherwise specified, quotations for Services are valid for 30 days from the date of issue and will automatically lapse thereafter.
All Fees are exclusive of VAT, which will be applied at the prevailing rate.
CT1 Technologies Limited may require payment in advance or a deposit before commencing work. Unless otherwise specified in the SA, invoices are payable within 30 days of the invoice date, without deduction or set-off.
CT1 Technologies Limited reserves the right to charge interest on overdue invoices at a rate of 4% above the Bank of England base rate per annum, such interest accruing daily both before and after any judgment.
Where Services or goods are provided prior to payment, CT1 Technologies Limited may retain title and ownership of all hardware, software and hosting services provisioned on the Client’s behalf until payment is received in full.
Where Fees are collected by Direct Debit, payments will be taken on or around the 15th of each month. A Direct Debit mandate will be issued once the contract has been agreed and signed.
6. Out-of-Scope Work and Fees
Requests deemed to be outside the agreed scope of the SA or SLA will be treated as out-of-scope work. CT1 Technologies Limited will notify the Client’s primary contact and provide an estimate before commencing such work.
Out-of-scope work includes (but is not limited to):
- new machine or device setup;
- installation and/or configuration of new or additional software;
- installation, replacement, repair or configuration of new hardware not already covered under the Agreement;
- supply or configuration of additional functionality requiring more than one hour of remote work;
- support for software not installed by CT1 Technologies Limited, or installed after the support agent was deployed;
- issues caused by third parties accessing supported systems without prior permission, notification or knowledge;
- support for any machine or device not specifically included in the Agreement or not installed with the CT1 Technologies Limited support agent.
Remote and On-Site Support – Out-of-Scope Rates
- Monday to Friday, 08:30–17:30 – £75 per hour
- Monday to Friday, 17:30–21:30 – £100 per hour
- Monday to Friday, 21:30–08:30 – £100 per hour
- Weekends (any time) – £140 per hour
7. General Terms
Where services are specifically requested outside of Business Hours, time-and-a-half rates apply, except for Sundays and public holidays, which are charged at double time (unless otherwise specified in writing).
The Client grants CT1 Technologies Limited and its approved contractors permission to remotely access its computer systems and any data required for the provision of the Services, subject to applicable data protection laws and any agreed security procedures.
CT1 Technologies Limited and the Client may, with mutual consent, publicly reference their business relationship (for example, use of logos or case studies), but shall not disclose confidential commercial terms unless required by law.
Use of CT1 Technologies Limited websites signifies acceptance of the applicable cookie and privacy policies.
8. Termination of Contract
This Agreement shall continue for the initial term specified in the SA. Either party may terminate the Agreement by giving at least 90 days’ written notice to the other, such notice to expire no earlier than the end of the initial term.
CT1 Technologies Limited may terminate the Agreement with immediate effect if:
- the Client commits a material breach of these Terms or the SA and (where remediable) fails to remedy that breach within a reasonable time after written notice; or
- either party becomes insolvent, enters into administration or liquidation, or makes any arrangement with its creditors.
Early termination by the Client prior to the end of the agreed term may be subject to additional fees, including (without limitation) payment of remaining contracted Fees.
9. Restrictive Covenants
9.1 Non-Solicitation of Employees or Contractors
To protect the legitimate business interests of CT1 Technologies Limited, the Client covenants that it shall not (and shall procure that no member of its group shall), without the prior written consent of CT1 Technologies Limited:
- attempt to solicit or entice away; or
- solicit or entice away
from the employment or service of CT1 Technologies Limited any person who has been engaged in the provision of the Services or in the management of this Agreement during its term (a "Restricted Person"), other than by means of a national advertising campaign open to all applicants and not specifically targeted at such staff.
This covenant applies during the term of this Agreement and for a period of 12 months after its termination or expiry.
If the Client breaches this clause, the Client shall, on demand, pay to CT1 Technologies Limited liquidated damages equal to:
- one year’s basic salary (or equivalent annual fee) of the Restricted Person; plus
- the recruitment costs incurred by CT1 Technologies Limited in replacing such person.
The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate interests of CT1 Technologies Limited.
9.2 Non-Employment of Employees
The Client further covenants that it shall not (and shall procure that no member of its group shall), without the prior written consent of CT1 Technologies Limited, employ or engage (directly or indirectly) any Restricted Person during the term of this Agreement and for a period of 12 months after termination or expiry.
If the Client breaches this clause, it shall, on demand, pay to CT1 Technologies Limited liquidated damages equal to:
- one year’s basic salary (or equivalent annual fee) of the Restricted Person; plus
- the recruitment costs incurred by CT1 Technologies Limited in replacing such person.
The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate interests of CT1 Technologies Limited.
10. Complaints and Dispute Resolution
If the Client wishes to make a complaint regarding the Services, it may do so by contacting CT1 Technologies Limited at abuse@ct1.tech. The Client should include its name, contact details, and a detailed description of the issue to enable a prompt investigation.
CT1 Technologies Limited will acknowledge receipt of any complaint within 1 business days and shall provide information on the next steps in the resolution process.
CT1 Technologies Limited will investigate the complaint and aims to provide a written response within 30 business days of acknowledgement. If additional time is required, CT1 Technologies Limited will notify the Client and provide an updated timeline.
If the Client is not satisfied with the outcome of the complaint, it may request that the matter be escalated for further review by a senior representative of CT1 Technologies Limited.
Where required by applicable law, the Client may also have the right to refer the complaint to an external dispute resolution body or regulatory authority.