This document outlines the terms and conditions under which we will provide all services to support your organisation’s IT needs.
This is a plain-English summary of your full Master Services Agreement (MSA). It explains the key points about how we will work together, what you can expect from us, and what we expect from you. Please ask us if you have any questions before signing.
This agreement sets the ground rules between us (your IT service provider) and you (the client). It covers all the services we provide—like IT support, software, hardware, and consulting. Each time you accept a quote, Statement of Work or other agreement, those services sit under this agreement.
We will look after your IT needs by: Delivering services professionally and securely Monitoring and maintaining your systems (if applicable) Installing updates and patches (if applicable) Recommending improvements and upgrades
To help us provide the best service, you agree to: Give us access to your systems and information Follow our recommendations, especially around security and licensing Keep your software licensed and legal Pay invoices on time Nominate authorised contacts for contact and approvals Be respectful and professional with our team
We both agree to hold all legally required forms of insurance. If extra cover (for example, cyber insurance) is needed for your services, this will be agreed in writing between us.
Late payments may attract interest and could lead to service suspension. Fees are non-refundable once paid. We may adjust prices annually in line with inflation (CPI). If we supply hardware or goods on credit, we retain ownership until fully paid. Standard Payment Terms are 30 days after date of invoice.
We aim to deliver high-quality service but: Our liability (if something goes wrong) is capped at 3 months’ service fees for the affected service. We are not responsible for things outside our control (like power outages, third-party issues) or losses caused if you do not follow our advice. We are not liable for data loss unless you have engaged us specifically for backup services—and even then, you need to check your backups regularly.
Early termination without cause during a fixed term incurs a 100% early termination fee on the remaining contract (to cover our reasonable costs for having relied on the agreement). For cause: Either of us can end the agreement following a remedy period if there is a serious issue (e.g., non-payment or breach of agreement). We will help with service transition if you move to another provider, but transition support is billed at our standard hourly rates.
We take data security seriously and follow privacy laws. You are also responsible for keeping your systems secure. Both of us must keep each other’s confidential information safe—even after the agreement ends. Your data stays yours—we do not claim ownership of it. Any materials, tools, or documents we create while providing services (called Deliverables) remain our property, but we give you a licence to use them as part of the services.
If you cancel services that include third-party software (like Microsoft 365), you will still need to pay any remaining contract terms or fees for that software.
We aim to resolve disputes through discussion first. If that does not work, we will use mediation before pursuing binding arbitration or other legal steps. This agreement is governed by the laws of England and Wales.
We encourage you to review the full MSA and let us know if anything needs clarification. Once ready, please follow the prompts to sign electronically via ZenContract. We are excited to partner with you and look forward to supporting your IT needs now and into the future. Important note: This overview is provided for convenience only and is not part of the legally binding terms of the MSA. In case of any inconsistency, the full MSA will prevail. Sincerely, Harry Edwards Focus IT
This Master Services Agreement (“Agreement”) is between Focus IT Managed Services Ltd (Company Number 04884095) with an office at Chester House, Chestergate, Macclesfield, Cheshire, SK11 6DY (“Service Provider”, “we”, “us”, “our”); and Hush UK Ltd (Company Number 208) with an office at Maritime House, London, London, SW4 0JW, the entity who signs this document (“Client”, “you”, “your”). This Agreement sets out the terms under which the Service Provider will provide the Services (as defined) to the Client.
This Agreement begins on the Effective Date and remains in effect while we continue providing Services to you, including under any statement of work or similar document, unless terminated earlier in accordance with this Agreement.
This Agreement governs all Goods and Services we provide to you. The specific Services, and any agreed service levels, will be detailed in a Service Agreement. Each Service Agreement, once signed by both Parties, is governed by this Agreement. We shall provide the Services using the level of skill, care, and diligence that a Client would reasonably expect from a professional Service Provider, ensuring compliance with all relevant laws and regulations.
If there is any conflict between a Service Agreement and this Agreement, the Service Agreement will prevail—except for warranties, indemnities, liability limits, confidentiality, intellectual property, dispute resolution, or termination, where this Agreement takes precedence unless the Service Agreement expressly says otherwise.
You must not modify, move, or install software on the Environment without our prior written approval. Any Services needed to fix issues caused by your unauthorised changes are out-of-scope and not covered under any Service Agreement.
All software in the Environment must be genuine and licensed. You must provide proof of licensing upon request. If we specify minimum hardware or software requirements in a Service Agreement, you must implement and maintain them throughout the Service term. We do not knowingly work on unlicensed software but can assist you with purchasing if needed. The provision of the Services is contingent upon the mandatory installation and maintenance of Software Agents within the Client’s Environment, including on all applicable Client Devices. We shall not be obligated to deliver, support, or perform any Services for Devices where the Software Agents have not been installed, have been removed, or are otherwise disabled or interfered with. You agree not to remove, disable, circumvent, or tamper with the Software Agents under any circumstances unless expressly authorised in writing by us. We accept no liability for any issues, disruptions, or damages arising from the absence of Software Agents, their improper installation, or any interference with their functionality. You acknowledge that failure to comply with this requirement may result in the suspension or termination of the affected Services, at our sole discretion.
Updates and patches for hardware and software are created and distributed by third parties (such as equipment or software manufacturers). Where available, we will periodically install updates within the Environment, following the manufacturers’ guidelines. However, we do not warrant or guarantee the performance of any update, we are not liable for any downtime or losses caused by the installation, use, or inability to use any update, and we may withhold an update if we reasonably determine it is incompatible with the Environment’s configuration or does not significantly improve its features or functionality. If we withhold an update that addresses a known critical security vulnerability, we will notify you. Any decision by us to withhold an update will not expand our liability, and our liability (if any) remains subject to the exclusions and limitations set out in this Agreement.
You must ensure that we are authorised to liaise with external vendors as needed to provide the Services, including but not limited to your internet service provider, web hosting provider, and domain hosting provider. If authorisation is missing, we may charge for time spent obtaining it. You must maintain authorisation for new vendors as relationships commence.
We may provide Advice from time to time, which may require additional purchases or investments at your expense. Unless otherwise stated in a Service Agreement, Services needed to remediate issues caused by your failure to follow our Advice are out of scope and not included in the Fees, and we may charge additional Fees for any resulting diagnostics, repairs, or remediation. Any Advice is provided in good faith based on the information available to us at the time. Our liability for Advice is subject to the exclusions and limitations set out in this Agreement. You acknowledge that our Advice is not legal, financial, or other professional advice, and we accept no responsibility for reliance placed on it beyond the scope of the Services. If we reasonably determine that failure to follow our Advice makes the Services uneconomic or technically unreasonable to provide, we may terminate the relevant Service Agreement for cause. Where we recommend third-party Goods or Services, such recommendations form part of our Advice and are also provided in good faith. While we may assist with procurement, implementation, or configuration, we do not warrant or guarantee the suitability, performance, or compatibility of any third-party Goods or Services. Responsibility for their performance rests solely with the relevant provider, and we are not liable for any issues arising from those Goods or Services, whether or not they were recommended or implemented by us.
If we recommend any security, backup, or protection measures (including hardware, software, configurations, or managed Services) and you choose not to implement them, delay implementation beyond a reasonable timeframe, or disable or interfere with them after deployment, you acknowledge and accept all associated risks. We are not liable for any Security Breach, data loss, business interruption, or other incident that could have been prevented or mitigated by the declined or altered measures. Any investigation, remediation, or recovery work arising from such incidents will be billed at our then-current rates. This clause does not limit our liability for incidents caused by our gross negligence, wilful misconduct, or breach of law.
The Client must, at no cost to the Service Provider: (i) fulfil all obligations under this Agreement and any Service Agreement in accordance with their terms; (ii) conduct business in a courteous and professional manner with the Service Provider and its Personnel; (iii) comply promptly with the Service Provider’s reasonable directions regarding the Services; (iv) use the Services only for the purpose specified in this Agreement, and not permit any use for unauthorised purposes, which includes: (1) attempting to access, modify, or disrupt any service, system, or infrastructure not expressly authorised; (2) distributing unsolicited advertising, spamming, or propagating harmful code; (3) infringing third-party intellectual property rights or violating any law; (v) provide all necessary information, facilities, services, and assistance required by the Service Provider to deliver the Services, including diagnosing any issues within the Client’s Environment; (vi) promptly inform the Service Provider of any changes that may materially affect the Services or their provision; (vii) promptly notify the Service Provider of any deficiencies in performance of Services under this Agreement and to take all reasonable steps to mitigate the impact of such deficiencies; (viii) refrain from altering, tampering with, or repairing the Services, or appointing a third party to do so; (ix) comply with all applicable laws and regulations regarding the use of the Services; and (x) promptly notify the Service Provider if unable to comply with any requests, explaining the reasons and suggesting alternatives to enable the continued provision of Services.
At the start of this Agreement, the Client must appoint at least one (1) Authorised Contact to act on its behalf in all matters related to the Services. This person remains in place until the Client notifies us of a replacement. The Client must ensure the Authorised Contact is reasonably available to us at all times.
All Goods supplied by the Service Provider to the Client remain the property of the Service Provider until paid for in full. If the Goods are provided under a lease or licence arrangement, ownership does not transfer to the Client, and the Goods remain the property of the Service Provider. Until ownership passes to the Client (or where no transfer occurs), the Client holds the Goods on trust for the Service Provider and as bailee, and agrees not to sell, lease, charge, or otherwise dispose of the Goods unless expressly authorised in writing by the Service Provider. In the event of non-payment or insolvency, the Service Provider reserves the right to recover the Goods in accordance with applicable law.
Each Party must maintain any insurance required by law and professional liability. If the Service Provider supplies the Client with any Goods or software under this Agreement, the Client also agrees to maintain insurance coverage sufficient to cover the full replacement value of such Goods or software while in the Client’s possession or control until title passes or the Goods are returned to the Service Provider.
The Client must confirm in writing whether they maintain an active cyber liability insurance policy, and must maintain such coverage throughout the term unless expressly waived. If the Client does not maintain cyber liability insurance or any other required insurance, they must confirm in writing that they assume all associated risks and waive the right to seek recourse except where the claim arises from the Service Provider’s gross negligence, wilful misconduct, or breach of law. Either Party may request proof of insurance during the term, and such proof must be provided within ten (10) Business Days.
Each Party agrees to notify the other at least thirty (30) days prior to any cancellation, modification, or lapse in the required insurance coverage. The Parties may also agree in writing on additional insurance coverage necessary to manage their respective risks.
The insurance requirements set forth herein are not intended to, and shall not, limit or modify any of the liabilities or obligations assumed by either Party under this Agreement.
Each Party must comply with all laws and regulations directly applicable to the performance of its obligations under this Agreement.
You agree to grant us and our vendors 24×7 access to the Environment to monitor, diagnose, manage, communicate with, retrieve information from, and otherwise access it as needed to provide the Services. Our right to perform these actions does not create an obligation to do so unless expressly stated in a Service Agreement. You are responsible for securing all rights of entry, licences, permits, or other permissions needed for us to deliver the Services physically and virtually. We are not required to provide Services under conditions that pose health or safety risks. We are not liable for delays or failures caused by denial of access. If access is obstructed, additional time required may be billed.
You agree to pay the Fees described in each Service Agreement. If no Fee schedule is included, you shall compensate us based on our standard hourly rate or as otherwise directed by us.
All Fees shall be payable in Pounds Sterling. Fees for the Services will be invoiced monthly, one month in advance, and must be paid no later than the 1st of the Service month. Payment must be made by Standing Order or Direct Debit. If a Service Agreement does not commence on the 1st of the month, the first invoice will be pro-rated.
All Fees paid under this Agreement, including Fees paid in advance, are non-refundable except where required by applicable law.
The Service Provider may adjust Fees annually in line with changes in the Consumer Price Index (CPI). Adjusted Fees will take effect on the anniversary of each Service Agreement. Fees cannot decrease and remain in effect until the next adjustment. CPI adjustments do not apply to certain pass-through services such as Office 365, which follow the vendor’s own pricing.
We may vary Fees due to external factors such as labour or material cost increases, currency fluctuations, or freight charges. The Client will receive at least thirty (30) days’ written notice. During this period, the Client may review or discuss the changes. Hardware and software may require payment in advance.
You are responsible for all taxes, freight, insurance, and governmental fees associated with the Services. If you qualify for tax exemption, you must provide valid proof.
Unless stated as ‘VAT inclusive,’ any price for a supply under this Agreement does not include VAT, meaning VAT will be added to the amount. If the supply is subject to VAT, the Service Provider may charge the Client an additional amount for VAT, calculated by multiplying the price by the current VAT rate. The Client must pay the VAT amount at the same time as the original price, provided the Service Provider has issued a valid VAT invoice.
Quotes issued by the Service Provider will be valid for seven (7) days from the date of issue unless otherwise specified in the Quote. Once a Quote has expired, it will be deemed void, and the Client must request a new Quote if the Services or Goods are still required.
The Service Provider reserves the right to amend prices or Goods details in any Quote before it has been confirmed. Once a Quote is confirmed, the prices and terms within it will remain binding unless affected by external factors beyond the Service Provider’s control, such as supplier price changes or Goods unavailability.
If the Client requests any changes to a Quote after it has been issued, and the Service Provider agrees to those changes, the costs of such changes will be charged at the Service Provider’s prevailing rates.
A Quote constitutes an invitation for the Client to place an Order. A binding contract is created only when the Client confirms the Quote with an online signature and provides a valid purchase order number or reference. Confirmed Quotes become final subject to any agreed changes. Upon confirmation and conversion into an Order, the Order is governed by this Agreement.
All non-stocked Goods and delivery estimates provided in a Quote are subject to fluctuations and may only be confirmed once the Quote is converted into an Order. If Goods become unavailable or prices change beyond the Service Provider’s control, the Quote may be updated, and the Client will be notified. Replacement or substitute Goods may be proposed if needed, subject to Client approval.
Freight charges will be added to the Order unless otherwise stated in the Quote. Any delivery charges included in the Quote are estimates only and may vary based on final shipping arrangements.
If the Client wishes to return an item or cancel an Order after conversion, a restocking Fee may apply. Refunds for returns depend on distributor approval, as not all Goods are returnable.
The Service Provider may vary or withdraw any Quote at any time prior to confirmation, without prior notice, for reasons such as Goods unavailability or changes in cost price.
Estimated Time of Arrival (ETA) information in Quotes is based on vendor estimates and is not guaranteed. ETAs may vary due to factors outside the Service Provider’s control.
The Services are based on assumptions and information available at the time of execution. If material changes occur—including changes to the Client’s Environment, infrastructure, business requirements, or scope—the Service Provider may initiate a change control review and provide an impact analysis. Agreed changes will be documented in writing and signed by both Parties. Additional costs arising from such changes will be borne by the Client.
The Client may request operational changes at any time, including moves or modifications. These require approval by the Service Provider. Approved changes will be documented in a new Quote and will form part of this Agreement upon acceptance. Any resulting costs will be borne by the Client.
Where charges are based on time increments (e.g., 1 hour or 30 minutes), the applicable rate applies to the entire increment even if work was performed only for part of it.
Charges for user-based Services and third-party cloud subscriptions may vary month-to-month based on actual usage, vendor pricing changes, or adjustments identified under clause 13.3. Adjustments will appear automatically on the next invoice.
You must notify us immediately if you experience events listed in clause 8.2(i)–(ii). Upon such events, all Fees you owe become immediately due. You must also notify us promptly of any material change in management or ownership. We may review creditworthiness and require security as a condition of continuing Services.
Fees unpaid after the Due Date will incur daily interest at 4% above the Bank of England base rate or the maximum allowable rate. We may suspend Services immediately if undisputed Fees are not received. Fees continue to accrue during suspension. We are not liable for losses, delays, or interruptions arising from such suspension.
If an invoice is found to be incorrect after payment, any underpayment or overpayment will be recoverable by or from the Service Provider. Overpayments will be set off against future amounts due under this Agreement.
If you wish to dispute an invoice, you must notify us in writing within seven (7) days of the invoice date and provide reasonable details of the dispute. You may withhold payment only of the disputed portion; undisputed amounts must still be paid by the Due Date. Failure to notify us within seven (7) days constitutes a waiver of your right to dispute the invoice.
To the maximum extent permitted by law, your use of the Services is at your sole risk. The Services are provided on an ‘as is’ basis. Except as expressly stated in this Agreement or any Service Agreement, and to the extent permitted by UK law, all warranties and conditions (including implied warranties of merchantability and fitness for purpose) are excluded.
Each Party warrants that: (i) it has full legal capacity and authority to enter into this Agreement; (ii) it possesses all necessary licences and consents to perform its obligations; (iii) entering into this Agreement will not breach any existing agreements; and (iv) this Agreement is executed by authorised individuals. The Service Provider warrants that Services will be performed by suitably qualified Personnel, in a professional and competent manner, in accordance with this Agreement and applicable Service Agreements, and in line with accepted industry standards.
Nothing in this Agreement excludes any statutory rights or guarantees that cannot be excluded under UK law. For breaches of non-excludable warranties: (i) for Goods, remedies are limited to repair, replacement, or reimbursement of the cost; (ii) for Services, remedies are limited to re-supply or reimbursement of re-supply costs; (iii) all other claims are limited to the total Fees paid by you for the affected Service during the preceding three (3) months.
To the extent permitted by law, neither Party is liable for indirect, consequential, special, exemplary, or punitive damages, including lost revenue, lost profits, loss of savings, loss of goodwill, business interruption, or data loss. Nothing limits liability for death or personal injury due to negligence, fraud, gross negligence, wilful misconduct, or any liability that cannot be excluded by law.
You acknowledge that your rights and remedies are solely against Focus IT Managed Services Ltd. No director, officer, employee, or agent shall have personal liability except in cases of fraud, wilful misconduct, or where liability cannot be excluded by law.
Except where non-excludable rights apply, our total liability for all claims relating to this Agreement is limited to the total Fees paid for the specific Service related to the claim during the three (3) months immediately preceding the cause of action. This does not apply to reasonable legal fees awarded, your indemnification obligations, or non-solicitation provisions.
We are not liable for damages arising from: (i) failure to follow our Advice; (ii) inaccurate information provided by you; (iii) unauthorised modifications to the Environment or Services; (iv) use of non-compliant or unlicensed hardware/software; (v) unauthorised software use; (vi) failure to back up data properly; (vii) inadequate security such as weak passwords or unpatched systems; (viii) Security Breaches caused by declined or ignored recommendations; or (ix) operational errors within your Environment.
Due to evolving technology and third-party changes, previously resolved issues may reoccur. If an issue recurs due to our incomplete or incorrect resolution, we will attempt to resolve it at no charge if reported within seven (7) days. Otherwise, it will be billed at standard rates.
The limitations and exclusions in this clause survive termination of this Agreement.
The Client indemnifies and holds harmless the Service Provider and its Personnel from all liabilities, losses, damages, and costs (including legal fees) arising from claims relating to: (i) infringement of third-party IP rights; (ii) breach of this Agreement; (iii) unauthorised use or alteration of Client data; (iv) negligent, wilful, fraudulent, or criminal acts by the Client or Personnel; or (v) misuse of Goods or Services. The Client must notify the Service Provider of any claim for indemnification. The Service Provider may control the defence and resolution.
This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein. Each Service Agreement will have its own term and may only be terminated as specified. Termination of one Service Agreement does not automatically terminate this Agreement or any others.
Neither Party may terminate this Agreement without cause while a Service Agreement is active, unless otherwise agreed in writing. The Agreement terminates automatically once all Service Agreements are complete. If the Client terminates without cause and without consent, the Client must pay the Early Termination Fee. The Service Provider may terminate this Agreement or any Service Agreement at any time with thirty (30) days’ written notice. We may also cancel before commencement if providing the Services becomes infeasible. If a Service is discontinued entirely, we may terminate that Service Agreement with at least 120 days’ notice.
Either Party may immediately terminate this Agreement or a Service Agreement if the other Party: (i) goes into liquidation, receivership, becomes insolvent, or enters a creditor arrangement; (ii) becomes subject to bankruptcy, dissolution, or similar events; (iii) is subject to a force majeure event exceeding ninety (90) days; or (iv) commits a breach and fails to remedy it within thirty (30) days (fifteen (15) days for non-payment).
If Client-supplied hardware, software, or actions cause repeated malfunctions that require remediation on three (3) or more occasions, and the Client fails to resolve the issue, or if Client behaviour makes providing Services impractical, we may terminate with fourteen (14) days’ notice or amend the Service Agreement to exclude problematic items.
On termination, your right to use the Services ends immediately.
If we terminate for cause, or you terminate without cause during a fixed term, you must pay 100% of all Fees remaining for the rest of the term. This Fee reflects reasonable costs incurred, commitments made, licensing and provisioning costs, and volume pricing. It appears on the final invoice and must be paid according to standard terms.
You must continue paying all outstanding amounts, including Fees for work performed, purchases made on your behalf, and expenses incurred up to the termination date.
The Parties may agree in writing for certain Service Agreements to continue even if this Agreement terminates. In such cases, this Agreement’s terms continue to apply unless otherwise agreed.
Termination does not affect rights or liabilities accrued before termination. Any obligations that continue after termination remain in effect until fulfilled.
If you received discounted Fees or Fee waivers based on a minimum term, and we terminate for cause or you terminate without cause, you must repay the difference between discounted and standard rates for the entire term up to termination, in addition to any Early Termination Fee.
If you terminate before the end of any term-based third-party Services (software licences, telecoms, network solutions, etc.), you remain liable for all outstanding amounts, including early termination or transfer Fees from third-party vendors.
The Parties may mutually agree in writing to terminate this Agreement or any Service Agreement at any time.
Any leased or licensed Goods or software must be returned or made available for removal. If access is denied or items are missing or damaged, we may invoice for full replacement value.
If you request assistance transitioning away from the Services, we will assist provided all outstanding Fees are paid and you pay our current hourly rate and any required upfront amounts.
Unless otherwise stated in a Service Agreement, we have no obligation to retain Client data beyond thirty (30) days after termination. Backups will be deleted unless you request ownership or migration before expiry.
The Receiver agrees to maintain confidentiality of the Discloser’s Confidential Information and not to use or disclose it except as permitted or required to fulfil obligations. Personnel with access must be bound by equivalent confidentiality obligations.
The Receiver must use at least the same level of care used to protect its own confidential information, no less than commercially reasonable. If later agreements impose stricter confidentiality requirements, those govern.
If legally required to disclose Confidential Information, the Receiver must notify the Discloser and assist in seeking protection. Only the minimum required information may be disclosed.
Upon termination or at request, the Receiver must return or destroy all Confidential Information, including electronic and physical copies, and confirm compliance within ten (10) Business Days.
Confidentiality obligations survive for three (3) years after termination, or indefinitely for trade secrets.
For the purposes of this Agreement, the Client is the Data Controller, and the Service Provider acts as a Data Processor unless stated otherwise in a Service Agreement. Both Parties must comply with all applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. Each Party warrants that it has appropriate technical and organisational measures to ensure adequate security and that all personal data processed under this Agreement complies with applicable laws.
The Service Provider may engage sub-processors to process personal data. By entering this Agreement, the Client provides general consent to such engagement. The Service Provider must notify the Client of any intended changes and allow time for objections. Sub-processors must be bound by equivalent data protection obligations.
The Service Provider shall not transfer personal data outside the UK unless the receiving location is deemed adequate under UK GDPR or the Client provides written consent. Where transfers occur, the Service Provider must implement appropriate safeguards and provide evidence of these upon request.
The Service Provider shall maintain appropriate security measures to protect personal data against unauthorised access, disclosure, or loss. Only authorised and trained Personnel may access Client data. Personal information will only be used to fulfil Service obligations and will not be disclosed except as authorised or required by law. The Service Provider does not guarantee complete protection from all cyber threats but will act with due care and compliance.
While the Service Provider maintains strong security measures, no system is entirely risk-free. The Service Provider is not liable for damages resulting from breaches unless caused by its gross negligence, wilful misconduct, or legal non-compliance. The Service Provider is not liable for breaches caused solely by sub-processors unless it failed to ensure they were bound by proper safeguards.
The Service Provider will assist the Client in responding to data subject requests (such as access, correction, deletion, restriction, portability, or objection) where the Client cannot fulfil them independently. The Service Provider will act only with Client consent unless legally required.
The Client is responsible for maintaining the security of its systems and data, including implementing appropriate security controls such as firewalls, antivirus tools, and encryption. All Devices accessing the Environment must comply with the Service Provider’s security requirements.
The Client warrants that all data provided is accurate and that it has all necessary rights to share such data. The Client will indemnify the Service Provider for any claims arising from failure to obtain such rights.
The Client agrees to take all reasonable steps to mitigate damages or losses arising from any breach of this Agreement or data breach involving Client information.
In the event of a personal data breach, the affected Party must notify the other without undue delay and no later than 72 hours after becoming aware of it. The Service Provider must provide details including the nature of the breach, affected data, likely consequences, and corrective measures. Each Party pays the costs of breaches caused by their own systems. Logs and records of processing must be maintained for regulatory and operational purposes.
The Service Provider is not responsible for data lost or corrupted due to communication failures, hardware issues, or failure to back up data in areas not designated for backup under a Service Agreement. The Client acknowledges inherent risks in IT operations, including data loss or corruption.
The Service Provider will provide backup and recovery Services only as specified in the applicable Service Agreement. The Client must ensure critical data is backed up unless backup Services are explicitly included. The Client must not interfere with backup systems installed by the Service Provider. After termination, backup retention is governed by clause 8.9.
The Service Provider will retain personal data only as needed to deliver Services or comply with law. Upon termination, the Service Provider will delete or return personal data within thirty (30) days at the Client’s request and confirm completion.
The Service Provider shall provide reasonable assurances of GDPR compliance through reporting or certifications. The Client may request documents related to data protection upon reasonable notice.
We may send marketing communications, newsletters, and updates to the Client and its Authorised Contacts. These communications may be unsubscribed from at any time.
We may send essential service-related messages (e.g., alerts, maintenance updates, operational instructions). These cannot be unsubscribed as they are required for the provision of Services.
All Intellectual Property in any pre-existing materials, products, software, documentation, or other work produced by either Party before this Agreement remains the sole property of that Party. Each Party grants the other a non‑exclusive, non‑transferable licence to use such IP only as required to fulfil obligations under this Agreement. This licence terminates upon expiration or termination of this Agreement or the relevant Service Agreement.
Client data remains the property of the Client. The Service Provider will use such data solely to fulfil obligations under this Agreement.
All Intellectual Property in the Deliverables remains the exclusive property of the Service Provider or its licensors. The Client receives no ownership rights.
The Service Provider grants the Client a non‑exclusive, non‑transferable, non‑sublicensable licence to use Deliverables only for internal operations and as permitted under this Agreement. This licence terminates upon termination or expiry. All copies must be returned or destroyed at that time.
The Client shall not: (i) modify or create derivative works from Deliverables; (ii) distribute, sell, lease, or transfer Deliverables to third parties; (iii) reverse engineer software Deliverables except where permitted by law; (iv) remove or alter proprietary notices on Deliverables.
The Service Provider may use Residuals (generalised know‑how retained in unaided memory) for any purpose, provided it does not disclose Client Confidential Information or trade secrets.
The Client acknowledges that Services may rely on third‑party Goods and Services. The Service Provider may change such providers at its discretion provided that Services are not materially diminished. The Client agrees to comply with applicable usage policies and terms of those third parties.
Third‑party Goods and Services are provided on an “as is” basis subject to vendor terms. The Service Provider provides no warranties for third‑party services and is not liable for issues arising from third‑party networks, systems, software, outages, performance failures, incompatibilities, or unavailability. The Client assumes risks associated with use of such services. The Service Provider may assist in liaising with vendors at the Client’s cost.
Prices for subscriptions from third‑party suppliers may change. Such changes will appear automatically on Client invoices. The Client agrees to reimburse all supplier charges invoiced by the Service Provider.
All IP rights in third‑party software, content, or tools remain the property of their respective licensors. Client use is subject to third‑party licence terms.
If the Service Provider procures a Microsoft New Commerce Experience (NCE) licence on the Client’s behalf and the Agreement terminates before the end of the term, the Client must pay all associated transfer or early termination fees as defined by Microsoft’s then‑current policies.
If the Service Provider procures term‑based telecommunications or network solutions, and the Agreement is terminated early, all related charges and early termination fees may be passed on to the Client.
The Client authorises the Service Provider to accept EULAs on its behalf where needed to provide Services. The Client agrees to be bound by them and assumes related responsibilities.
Unless otherwise agreed, Devices not connected to the Environment will not receive Services. The Service Provider is not responsible for issues caused by unauthorised or unidentified Devices.
The Client must promptly notify the Service Provider of changes to managed users, seats, or Devices. The Service Provider may perform audits and adjust billing accordingly. User counts may not fall below 80% of the original Service Agreement user count.
The Service Provider may use AI technologies to enhance Services. The Client is solely responsible for its own use of AI tools and ensuring compliance with applicable laws. The Service Provider does not guarantee that AI outputs will be error‑free and is not liable for damages arising from their use, except in cases of gross negligence or wilful misconduct.
In the event of a dispute, the Parties shall first attempt to resolve the issue through good‑faith negotiations initiated by written notice.
If the dispute is not resolved within fourteen (14) days, the Parties agree to attempt mediation under CEDR rules or another mutually agreed body. Mediation costs are shared equally.
If mediation fails within thirty (30) days, either Party may initiate binding arbitration under LCIA rules or another agreed forum. The arbitrator must be experienced in contract law and IT transactions. Arbitration is final and binding.
Proceedings may be conducted electronically using secure platforms that ensure confidentiality and compliance.
If mediation or arbitration does not resolve the dispute, or if injunctive relief is required, either Party may proceed to court in England and Wales.
Each Party acknowledges that the terms of this Agreement reflect a fair and transparent allocation of risks and responsibilities.
Neither Party may publicly disclose or advertise any matter relating to this Agreement without the other Party’s prior written consent, which must not be unreasonably withheld.
Unless expressly stated, the Services are not designed to achieve full regulatory compliance for the Client. The Client remains solely responsible for meeting its own compliance obligations.
The Client warrants that no laws prevent the Service Provider from providing the Services. The Client must notify the Service Provider promptly if it becomes subject to requirements that may impact the scope or pricing of the Services.
The Parties agree that the Services are supplied in a business-to-business context, and consumer protections such as those in the Consumer Rights Act 2015 do not apply. Nothing excludes rights that cannot legally be excluded.
Neither Party may assign this Agreement without the other’s written consent, except that the Service Provider may assign it to a successor entity in the event of merger, sale, or transfer. The Client may not assign without consent and remains liable if the assignee fails to assume obligations.
Any amendment to this Agreement or a Service Agreement must be in writing and agreed by both Parties.
Each Party must bear its own expenses incurred in negotiating and executing this Agreement and any Service Agreement.
Each Party must do all things reasonably necessary to give effect to this Agreement and any Service Agreement.
Unless prohibited by law, any action arising from this Agreement must be initiated within twelve (12) months of the cause of action or it will be barred permanently.
If any provision is invalid, the remainder continues in effect to the fullest extent permitted by law.
If collection action is required due to non-payment, the Client is liable for all associated costs, including legal and debt recovery fees.
The Service Provider is not bound by terms printed on Client purchase orders or other documents unless expressly accepted. Trade usage does not modify this Agreement.
Failure to enforce any term does not constitute a waiver of that term or any other term.
This Agreement, together with all Service Agreements and Quotes, constitutes the entire agreement between the Parties.
Neither Party is liable for delays or failure to perform due to events beyond reasonable control, including natural disasters, pandemics, government actions, terrorism, labour disputes, or widespread cybersecurity incidents. The affected Party must notify the other as soon as practicable.
The Client agrees not to solicit the Service Provider’s Personnel during the Agreement and for twelve (12) months after termination.
If this clause is breached, the Client must pay liquidated damages equal to 10% of the Personnel’s current salary, plus recruitment, training, and lost revenue costs. Injunctive relief may also be sought.
Any provisions intended to survive termination (such as indemnities, confidentiality, IP, and limitation of liability) continue after termination.
This Agreement is governed by the laws of England and Wales, and the Parties submit to the exclusive jurisdiction of its courts.
This Agreement benefits only the Parties and does not grant rights to any third-party.
Notices may be delivered by hand, courier, post, or email. Delivery timelines depend on the method used. Each Party must update the other with any changes to contact details.
The Service Provider is an independent contractor and not an employee, partner, or agent of the Client.
If subcontractors are used, the Service Provider remains responsible for the quality of work.
This Agreement may be executed in counterparts, electronically or otherwise, and together they form one Agreement.
This clause governs interpretation of this Agreement and any Service Agreement: (i) words in the singular include the plural and vice versa; (ii) references to £ mean Pound Sterling (GBP); (iii) defined terms apply to all grammatical forms of that term; (iv) references to legislation include amendments and re‑enactments; (v) headings do not affect interpretation and references to clauses include sub‑clauses; (vi) “includes” is not a term of limitation; (vii) no provision will be interpreted adversely to a Party for having drafted it.
“Advice” means recommendations or guidance provided by the Service Provider relating to IT operational and technical matters. Advice must be confirmed in writing to be relied upon and is not legal or financial advice.
“Agreement” means this Master Services Agreement as amended from time to time.
“Authorised Contacts” means Client representatives designated as having authority to provide directions or decisions.
“Business Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.
“Client” means Hush UK Ltd, including its employees, contractors, agents, and authorised users.
“Confidential Information” means any non‑public information disclosed by the Discloser that is confidential or reasonably understood to be so, including technical, financial, operational, or personal data.
“Data Breach Register” means documented logs of personal data breaches.
“Data Controller” means the Party determining the purposes and means of processing personal data.
“Data Processor” means the Party processing personal data on behalf of the Data Controller.
“Device” means any computer, mobile, or other equipment connected to the Environment.
“Discloser” means the Party disclosing Confidential Information.
“Due Date” means the date by which payment must be received.
“Effective Date” means the latest signature date of the Parties.
“Environment” means the portion of systems and devices maintained or monitored by the Service Provider.
“EULA” means end‑user licence agreements or similar binding terms.
“Fees” means all charges payable for Services, including recurring Fees, project Fees, one‑off charges, hardware or software costs, third‑party services, travel costs, out‑of‑scope work, and reimbursable expenses.
“Deliverables” means all materials, reports, software, and outputs provided under this Agreement.
“Goods” means tangible items supplied or sourced by the Service Provider.
“Intellectual Property” means all proprietary rights including patents, trademarks, copyrights, trade secrets, and know‑how.
“Order” means a binding request from the Client for Goods or Services based on a confirmed Quote.
“Party/Parties” means the entities entering this Agreement, including their successors and permitted assigns.
“Personnel” means employees, contractors, consultants, subcontractors, or agents of either Party.
“Receiver” means the Party receiving Confidential Information.
“Residuals” means ideas, concepts, know‑how, or techniques retained in memory that do not include Confidential Information.
“Quote” means a document outlining proposed pricing and terms for Goods or Services, forming an invitation to place an Order.
“Service Agreement” means any specific agreement describing the technical and procedural details of Services provided.
“Service Provider” means Focus IT Managed Services Ltd.
“Services” means all intangible services provided by the Service Provider, including consulting, support, labour, configuration, installation, software licensing, and third‑party services.
“Software Agents” means software components installed to support monitoring, diagnostics, and management of the Environment.
“Termination Fee” means the amount payable by the Client if the Agreement or any Service Agreement is terminated without cause or terminated by the Service Provider for cause.
