Terms & Conditions

1. Our services and your agreement

SoftExponent provides IT support, cloud, cybersecurity, consulting, digital transformation and related technology services, primarily to businesses and organisations.

The specific service we provide will be described in the relevant checkout, order, quotation, proposal, Statement of Work, service agreement or other written confirmation (the Order).

The Order may specify the service scope, price, billing frequency, minimum term, renewal arrangements, cancellation requirements, service levels, assumptions and other terms that apply to that service.

If an expressly agreed Order conflicts with these general Terms, the specific terms of the Order take precedence for that service.

Our Refund & Cancellation Policy also forms part of these Terms.

A contract is formed when we accept an Order, confirm an engagement in writing or begin providing the agreed service. An automated acknowledgement or payment receipt does not by itself mean that an Order has been accepted unless it expressly states otherwise.

2. Providing the services

We will provide our services with reasonable care and skill and in accordance with the applicable Order.

Website descriptions provide a general overview only. The exact scope, deliverables, assumptions and exclusions for a particular engagement are those stated in its Order.

Our responsibilities are limited to the services and responsibilities we have agreed to provide. For example, purchasing an IT or cloud service does not mean that SoftExponent has assumed responsibility for all aspects of your cybersecurity, backups, compliance, monitoring or business continuity unless those services are included in the agreed scope.

Technology, cloud and cybersecurity services cannot eliminate every possibility of downtime, data loss, cyberattack or security incident. Unless expressly guaranteed in writing, we do not promise uninterrupted operation, complete prevention of security incidents or a particular business outcome.

Delivery dates and timescales are estimates unless expressly agreed as fixed commitments.

3. Prices, billing and contractual terms

The applicable price, billing frequency, minimum term, renewal arrangement and cancellation requirements are those disclosed or agreed for the relevant service before purchase.

Services may be charged on a one-off, monthly, annual, usage-based or other agreed basis.

Recurring services may continue or renew automatically where this is disclosed in the applicable Order.

Where a service has a stated minimum contractual term, that minimum term is binding.

A minimum term is not necessarily the maximum duration of a service. Unless the Order states that the service ends automatically, it may continue after its initial minimum term in accordance with the renewal or rolling arrangement disclosed for that service.

Where a service is billed annually, the annual charge is payable as stated in the applicable Order. Annual billing does not by itself create a right to a full or pro-rata refund after the service has started.

Invoices and recurring payments must be paid when due. Failed or overdue payments do not remove an obligation to pay amounts properly due.

We may suspend affected services for material non-payment after reasonable notice where appropriate.

Where permitted by law, we may also charge applicable statutory interest and reasonable recovery costs on overdue business invoices.

Third-party licences, cloud consumption, hosting, telecommunications, hardware, usage charges and other supplier costs may change where the relevant Order identifies them as variable, usage-based or pass-through costs.

We will not make material changes to SoftExponent's own agreed recurring charges during a fixed minimum term unless the applicable Order allows the change or you agree to it.

4. Cancellation and termination

Cancellation must follow the arrangement disclosed or agreed for the relevant service and our Refund & Cancellation Policy.

Unless the applicable Order states a different notice period, cancellation or termination for convenience after any applicable minimum term requires at least 30 days' written notice.

You may give notice before a minimum term expires, but unless another termination right applies, cancellation will take effect no earlier than the date permitted by the applicable Order.

Where a service has a minimum term, cancelling or ceasing to use the service for convenience does not remove your obligation to pay charges properly due for that minimum term.

Either party may terminate an affected service if the other commits a material breach and, where the breach can reasonably be remedied, fails to remedy it within a reasonable period after being asked to do so.

We may suspend or terminate an affected service where reasonably necessary because of material non-payment, unlawful use, a serious security risk or another material breach of the agreement.

Termination does not affect any rights, fees or obligations that arose before termination.

Where reasonably requested, we may provide transition or offboarding assistance following termination. Work outside the agreed service scope may be charged separately at a rate agreed with you.

Refunds and amounts payable following cancellation or termination are dealt with under our Refund & Cancellation Policy and the applicable Order.

5. Your responsibilities

You must provide accurate and timely information, access, approvals and cooperation reasonably required for us to provide the services.

You confirm that you have authority to place Orders and make decisions on behalf of any organisation you represent.

You are responsible for keeping your accounts, credentials and access methods secure and for ensuring that your systems and use of our services comply with applicable law and relevant third-party terms.

Unless we have expressly agreed to provide them, you remain responsible for appropriate backups, disaster recovery, business continuity, internal controls and security measures outside our agreed scope.

You must not knowingly use our services for unlawful purposes or in a way that materially harms our systems, our suppliers, another customer or a third party.

Delays, additional work or costs caused by missing information, access, approvals, inaccurate instructions or material changes requested by you may affect delivery dates and charges.

6. Third-party services

Our services may depend on third-party software, cloud platforms, hosting, payment providers, telecommunications, licences, hardware and other suppliers.

Those products and services may be subject to their own terms, pricing, service levels and availability.

We are not responsible for a failure or change in a third-party product or service that is outside our reasonable control, except to the extent that a loss results from SoftExponent's own breach of its obligations.

We may use appropriately selected employees, contractors, subcontractors and specialist service partners to help provide our services. SoftExponent remains responsible for the services it has contracted to provide.

7. Data protection and confidentiality

Each party must keep the other's confidential business, technical and commercial information confidential and use it only as reasonably necessary for the engagement.

This obligation does not apply to information that is already lawfully public, was independently obtained without a duty of confidence, or must be disclosed by law.

Where SoftExponent processes personal data for its own purposes, we do so in accordance with our Privacy Policy.

Where SoftExponent processes personal data on your behalf as a processor, appropriate written data-processing terms will apply to that processing. Those terms may be contained in the applicable Order, a Data Processing Addendum or another written agreement and will form part of our contract with you.

8. Intellectual property

Each party retains ownership of intellectual property it owned before the engagement.

Unless an Order expressly states otherwise, SoftExponent retains ownership of its pre-existing and reusable methods, tools, templates, software, scripts, processes, know-how and materials.

Once applicable fees have been paid, you may use deliverables supplied to you for the business purposes for which they were provided.

Where a deliverable contains SoftExponent's pre-existing or reusable intellectual property, we grant you the rights reasonably required to use that deliverable for its intended purpose.

Any transfer of intellectual-property ownership must be expressly agreed in writing.

Third-party software, content and technology remain subject to the rights and licence terms of their respective owners.

9. Liability

Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

Subject to that, neither party will be liable to the other for indirect or consequential loss or for loss of profit, anticipated savings, business opportunity or goodwill.

Unless an applicable Order expressly provides a different liability limit, SoftExponent's total aggregate liability arising from a recurring paid service will not exceed the fees paid or payable for the affected service for the relevant 12-month service period.

For a one-off project, the default limit will be the total fees paid or payable for that project.

The limitations above apply only to the extent that they are lawful and reasonable in the circumstances.

Nothing in this section limits your obligation to pay fees and charges properly due under the contract.

We are not liable for delay or failure caused by circumstances genuinely outside our reasonable control, but we will take reasonable steps to reduce the effect of such circumstances and resume affected services where reasonably possible.

10. Website use

You may use the SoftExponent website only for lawful purposes.

You must not attempt unauthorised access, introduce malicious code, interfere with the operation or security of the website, scrape or misuse protected content, or use the website in a way that infringes another person's rights.

Website information is provided for general information and business evaluation. It is not a substitute for advice or services tailored to your particular technical, security, legal, financial or compliance requirements.

Website content, branding and materials are owned by or licensed to SoftExponent and may not be commercially reproduced or exploited without permission.

11. General

Neither party is prevented from using general knowledge, skills and experience gained during an engagement, provided that it does not disclose the other party's confidential information or infringe its intellectual-property rights.

If part of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply.

A failure or delay in exercising a contractual right does not automatically waive that right.

Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between SoftExponent and the customer.

12. Privacy and governing law

We process personal information in accordance with our Privacy Policy and use cookies and similar technologies as described in our Cookie Policy.

These Terms and any non-contractual disputes relating to them are governed by the laws of England and Wales.

The courts of England and Wales will have jurisdiction unless mandatory law requires otherwise.

SoftExponent's paid services are primarily supplied for business purposes. If mandatory consumer or other statutory rights apply in a particular case, nothing in these Terms excludes or restricts those rights.