The Consultant: Ed Miller | Email: help@edmiller.biz | Phone: 07583412118

1. Nature of Services

1.1 Scope: I will provide the IT services as agreed verbally or in writing (via email or quotation). These services may include, but are not limited to, hardware installation, cloud management, Wi-Fi networking, and general IT support.

1.2 Independent Status: I act as an independent contractor, not an employee of the Client.

1.3 Service Type: This agreement primarily covers ad-hoc, Pay-As-You-Go (PAYG) support and services. Should the Client require a Managed Service Agreement (MSA) or a fixed-price support contract, the terms, fees, and scope of that arrangement will be set out in a separate, dedicated agreement.

2. Fees & Payment

To ensure efficient administration and allow me to dedicate more time to service, I operate a specific two-option payment structure.

2.1 Standard Rate & Billing

• Hourly Rate: The standard rate for labour is £60.00 per hour.
• Billing Commencement: For on-site visits, billing commences from the time of departure to the Client’s premises and concludes when the service is completed.
• Minimum Charge: 1 hour. Subsequent time is billed in 15-minute increments.

2.2 Option 1: Immediate Payment (The Standard)

• Due Date: Payment for labour is due immediately upon completion of the service.
• Method: Payment must be made via Card using the SumUp machine (for in-person visits) or by providing card details over the phone (for remote support).You will receive a digital receipt from SumUp immediately. Xero invoices are available upon request.

2.3 Option 2: Monthly Account (Direct Debit)

• If you wish to receive an invoice rather than pay immediately, you must have an active Direct Debit mandate (via GoCardless) on file.
• Invoicing: Any work not paid for immediately will be added to a monthly invoice, generated via Xero and sent on the 1st of the following month.
• Collection: The balance will be automatically collected via GoCardless a few days after the invoice is sent.
• Variable Use: This Direct Debit is variable. You are only charged for services used. If no work is carried out in a given month, no charge will be taken (unless a fixed Managed Service fee applies).

2.4 Default Terms: If a Direct Debit mandate is not in place, Option 1 (Immediate Payment) applies automatically.

3. Working Hours & Response Times

3.1 Standard Hours: Monday to Friday, 09:00 – 17:00 (excluding Bank Holidays).

3.2 Out of Hours: Work requested outside of these hours may attract a surcharge or emergency rate, agreed upon prior to work commencing.

3.3 Response Time: As a sole trader, I aim to respond to all support requests as quickly as possible. Prioritisation is given to business-critical system failures.

4. Client Obligations

4.1 Access: I may require administrative access to systems, passwords, and physical access to premises.

4.2 Backups: Unless a specific backup management agreement is in place, the Client is responsible for ensuring data is backed up. I am not liable for data loss caused by hardware failure or user error without a verified backup service.

4.3 Licensing: The Client is responsible for the cost and compliance of all software licenses (e.g., Microsoft 365), though I will manage the administration of these on your behalf.

5. Confidentiality & Data Protection (GDPR)

5.1 Confidentiality: I will keep all Client information, passwords, and data strictly confidential and will not disclose them to third parties without express permission.

5.2 Data Protection: I act as a Data Processor under the UK GDPR. I will only process personal data as instructed and take all reasonable steps to ensure system security.

6. Liability

6.1 Service Guarantee: I will provide services with reasonable skill and care.

6.2 Limitation of Liability:

• I am not liable for indirect or consequential loss (e.g., lost profits or business interruption).
• Total liability shall not exceed the total fees paid by the Client to me in the 3 months preceding the claim.
• I am not liable for cybersecurity breaches (e.g., ransomware) unless caused by my direct negligence.

7. Term, Termination & Reviews

7.1 Ad-Hoc Services: Can be terminated immediately by either party, provided payment is made for all work completed up to that point.

8. Force Majeure

Neither party shall be liable for failure or delay in performing obligations due to causes beyond reasonable control (e.g., power failure, ISP failure, fire, flood, or acts of God).

9. Hardware & Warranties

9.1 Upfront Payment: All hardware and third-party software licenses must be paid for in full and upfront before an order is placed or installation commences.

9.2 Ownership: Title to any goods remains with the Consultant until payment has been received in full.

9.3 Warranties: I do not manufacture hardware/software and offer no personal warranty. All hardware is subject to the manufacturer’s warranty. I will assist in the warranty claim process as part of my service, but liability for repair/replacement lies with the manufacturer.

10. Third-Party Services

I am not responsible for service outages or data loss caused by third-party platforms (e.g., Microsoft 365, Google Workspace). Your relationship with these providers is governed by their own terms.

11. Governing Law

This Agreement is governed by the law of England and Wales and subject to the exclusive jurisdiction of the English and Welsh courts.

Agreement

By engaging Ed Miller IT Solutions for work, the Client agrees to these Terms of Business.