Terms and Conditions

1. Introduction and Acceptance of Terms

These Terms and Conditions ("Terms", "Agreement") govern your use of the Vitalytics website and services. By accessing or using our services, you agree to be bound by these Terms.

If you do not agree to these Terms, please do not use our website or services.

2. Definitions

In these Terms:

• "We", "Us", "Our" refers to Vitalytics
• "You", "Your", "Client" refers to the user or customer of our services
• "Services" refers to all IT services, cloud solutions, and related offerings provided by Vitalytics
• "Agreement" refers to any service agreement, statement of work, or order form entered into between you and Vitalytics
• "Website" refers to vitalytics.co.uk and all associated subdomains

3. Services

3.1 Service Description

Vitalytics provides managed IT services including but not limited to:

• Azure Cloud Solutions and management
• OpenStack implementation and support
• Server management and infrastructure services
• Workstation support and maintenance
• Network management and monitoring
• Cybersecurity services and consulting

3.2 Service Scope

The specific services to be provided will be detailed in a separate Service Agreement, Statement of Work, or Order Form. These Terms supplement and do not replace such agreements.

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. We will provide reasonable notice of significant changes that may affect your use of the services.

4. User Obligations

When using our services, you agree to:

• Provide accurate and complete information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized use of your account
• Comply with all applicable laws and regulations
• Use our services only for lawful purposes
• Not interfere with or disrupt our services or systems
• Not attempt to gain unauthorized access to our systems
• Not use our services to transmit harmful code or malware

5. Fees and Payment

5.1 Pricing

Fees for services will be specified in your Service Agreement or Order Form. All prices are in British Pounds (GBP) unless otherwise stated.

5.2 Payment Terms

• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may incur interest at a rate of 8% above the Bank of England base rate
• We reserve the right to suspend services for non-payment after providing reasonable notice

5.3 Price Changes

We may adjust our pricing with 60 days' written notice. Price changes will not affect existing fixed-term agreements during their current term.

5.4 Taxes

All fees are exclusive of VAT and other applicable taxes, which will be added as required by law.

6. Service Level Agreements

Where applicable, Service Level Agreements (SLAs) will be detailed in your specific Service Agreement. SLAs may include:

• Uptime guarantees
• Response time commitments
• Resolution time targets
• Support availability hours

Failure to meet SLA commitments may result in service credits as specified in your agreement.

7. Intellectual Property

7.1 Our IP

All intellectual property rights in our services, website, documentation, and methodologies remain our property or that of our licensors. You may not:

• Copy, modify, or distribute our proprietary materials
• Reverse engineer our software or systems
• Remove or alter any copyright, trademark, or proprietary notices

7.2 Your IP

You retain all rights to your data and materials. By using our services, you grant us a license to use your data solely for the purpose of providing services to you.

7.3 Third-Party IP

Some services may include third-party software or components subject to separate licenses. You agree to comply with all applicable third-party license terms.

8. Confidentiality

Both parties agree to:

• Maintain the confidentiality of all confidential information disclosed during the relationship
• Use confidential information only for the purposes of the agreement
• Protect confidential information with the same care used to protect their own confidential information
• Not disclose confidential information to third parties without prior written consent

This obligation survives termination of the agreement for a period of 5 years.

9. Data Protection and Privacy

We process personal data in accordance with our Privacy Policy and applicable data protection laws including UK GDPR.

Where we process personal data on your behalf as a data processor, we will:

• Process data only on your documented instructions
• Implement appropriate security measures
• Assist with data subject requests and compliance obligations
• Delete or return data upon termination as instructed

10. Liability and Indemnification

10.1 Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claims arising from these Terms or services shall not exceed the fees paid by you in the 12 months preceding the claim
• We shall not be liable for indirect, consequential, special, or punitive damages
• We shall not be liable for loss of profits, revenue, data, or business opportunities

10.2 Exceptions

Nothing in these Terms limits our liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breach of obligations implied by law
• Any other liability that cannot be limited by law

10.3 Indemnification

You agree to indemnify and hold us harmless from any claims arising from:

• Your breach of these Terms
• Your violation of any law or regulation
• Your violation of third-party rights
• Your misuse of our services

11. Term and Termination

11.1 Term

These Terms commence when you first access our services and continue until terminated.

11.2 Termination for Convenience

Either party may terminate the agreement with 30 days' written notice, subject to any minimum term commitments in your Service Agreement.

11.3 Termination for Cause

Either party may terminate immediately if:

• The other party materially breaches these Terms and fails to remedy within 14 days of notice
• The other party becomes insolvent or enters bankruptcy proceedings
• Continuation would violate applicable law

11.4 Effects of Termination

Upon termination:

• You must pay all outstanding fees
• We will cease providing services
• We will provide reasonable assistance with data retrieval (fees may apply)
• Sections relating to liability, confidentiality, and intellectual property survive termination

12. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including:

• Natural disasters
• War, terrorism, or civil unrest
• Government actions or regulations
• Internet or telecommunications failures
• Strikes or labor disputes
• Pandemics or epidemics

13. Warranties and Disclaimers

13.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care
• We have the right to provide the services
• Services will comply with applicable laws

13.2 Disclaimer

Except as expressly stated, services are provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

14. Dispute Resolution

14.1 Negotiation

Parties agree to attempt to resolve disputes through good faith negotiation before pursuing other remedies.

14.2 Governing Law

These Terms are governed by the laws of England and Wales.

14.3 Jurisdiction

The courts of England and Wales have exclusive jurisdiction over disputes arising from these Terms.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Service Agreements and Order Forms, constitute the entire agreement between the parties.

15.2 Amendments

We may update these Terms from time to time. We will notify you of material changes and provide the updated Terms on our website.

15.3 Assignment

You may not assign or transfer your rights under these Terms without our written consent. We may assign our rights to any affiliate or successor entity.

15.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force.

15.5 Waiver

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

15.6 Notices

Notices must be in writing and sent to the addresses specified in your Service Agreement or to info@vitalytics.co.uk.

16. Contact Information

Acknowledgment: By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.