MASTER TERMS
Shadowserve Ltd
Version date: 9th July 2025
Governing law: England & Wales
These terms and conditions ("Agreement") govern the provision of managed IT services and related services by Shadowserve Ltd ("Shadowserve", "we", "us") to any client ("Client") who engages our services, whether by signing a Service Order, paying an invoice, or by continuing to receive services after being notified that these terms apply. Continued use of Shadowserve's services following notification of this Agreement constitutes acceptance of these terms.
1. DEFINITIONS
In this Agreement, the following terms have the following meanings:
1.1 "Contracted Seat Count" means the number of users or devices specified in the applicable Service Order at commencement, or as last formally agreed in writing between the parties.
1.2 "Essential Support Hours" means Monday to Friday, 08:00–18:00 UK time, excluding English public holidays.
1.3 "Out-of-Hours" means any time outside Essential Support Hours.
1.4 "Service Order" means a written or electronic document (including email confirmation or invoice) specifying the services to be provided and the applicable fees.
1.5 "Essentials Plan" means the service tier under which standard managed IT support is provided during Essential Support Hours only, as described in clause 4.
1.6 "Dedicated Resource" means any Shadowserve employee or contractor specifically allocated to the Client's account on a full-time or substantially full-time basis.
1.7 "Minimum Commitment Period" means the initial fixed term of the Agreement as set out in the Service Order, or, if none is specified, twelve (12) calendar months from the date of commencement.
2. COMMENCEMENT AND TERM
2.1 This Agreement commences on the date the Client first receives services from Shadowserve, or the date on which Shadowserve notifies the Client that these terms govern the engagement, whichever is earlier.
2.2 Following the Minimum Commitment Period, this Agreement shall continue on a rolling basis until terminated in accordance with clause 3.
3. TERMINATION AND NOTICE
3.1 Either party may terminate this Agreement by giving not less than twelve (12) calendar months' written notice to the other party. Notice must be given by email (with delivery confirmation) or recorded post to the other party's registered address or principal email address for correspondence.
3.2 The twelve-month notice period reflects the significant operational commitment made by Shadowserve in allocating Dedicated Resource to the Client's account, including but not limited to: the employment of staff with specialist knowledge of the Client's systems, infrastructure and operational requirements; travel expenditure to the Client's premises (including international offices); and the substantial lead time required to responsibly transition services to an alternative provider.
3.3 Shadowserve may terminate this Agreement immediately on written notice if: (a) the Client fails to pay any sum due within 30 days of a payment reminder; (b) the Client becomes insolvent, enters administration, or is subject to a winding-up order; or (c) the Client commits a material breach that is not remedied within 14 days of written notice.
3.4 This Agreement is personal to the Client and may not be transferred, assigned, or novated to any third party (including as a result of a business sale, merger, or change of control) without Shadowserve's prior written consent, which shall not be unreasonably withheld. Shadowserve reserves the right to charge a reasonable transition or re-onboarding fee in connection with any such consent.
3.5 During any notice period, the Client shall continue to pay all fees at the rates applicable immediately prior to service of the notice, and Shadowserve shall continue to provide services at the same level.
4. SERVICE SCOPE AND SERVICE LEVELS
4.1 The services to be provided are as described in the applicable Service Order. In the absence of a specific Service Order, Shadowserve shall provide services consistent with those historically delivered to the Client.
4.2 Clients on the Essentials Plan receive managed IT support during Essential Support Hours only (Monday to Friday, 08:00–18:00 UK time, excluding English public holidays). The Essentials Plan does not include Out-of-Hours support.
4.3 Shadowserve shall use reasonable endeavours to respond to support requests raised during Essential Support Hours within the response times applicable to the relevant issue severity, as set out in any applicable Service Order or support policy.
4.4 Out-of-Hours support is not included in the Essentials Plan. Where the Client requests, and Shadowserve agrees to provide, Out-of-Hours support, such support shall be subject to an emergency callout charge at Shadowserve's then-current out-of-hours rate (minimum two hours), plus any associated travel or expenses, invoiced separately.
4.5 Shadowserve is not in breach of this Agreement, and no service credit shall accrue, as a result of Shadowserve's refusal to provide Out-of-Hours support where such support is not included in the Client's service plan.
5. FEES, INVOICING AND MINIMUM HEADCOUNT COMMITMENT
5.1 The Client shall pay Shadowserve the fees set out in the applicable Service Order. Fees are payable within 30 days of the invoice date.
5.2 Where fees are calculated on a per-user or per-device basis ("Contracted Seat Count"), the monthly fee payable shall be calculated by reference to the Contracted Seat Count as recorded at the commencement of the Agreement (or as last formally agreed in writing).
5.3 The Client shall promptly notify Shadowserve of any change to headcount or device count. The Client may not unilaterally reduce the Contracted Seat Count below the figure recorded at the commencement of this Agreement (the "Headcount Floor") without Shadowserve's prior written consent.
5.4 The Headcount Floor shall be reviewed annually, at the start of each new contract year. Any agreed reduction to the Headcount Floor shall take effect only from the start of the next contract year, not retrospectively.
5.5 Where the Client's actual headcount has fallen below the Contracted Seat Count without Shadowserve's written agreement, Shadowserve reserves the right to invoice retrospectively at the Contracted Seat Count for any period in which the Client failed to notify the relevant change, and the Client shall pay such amounts within 30 days.
5.6 Shadowserve reserves the right to increase its fees annually in line with the higher of: (a) the UK Consumer Prices Index (CPI) for the preceding twelve months; or (b) 5%. Shadowserve shall give no less than 60 days' written notice of any fee increase.
5.7 Late payment shall attract interest at the rate of 8% per annum above the Bank of England base rate, calculated daily, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
5.8 Where fees remain unpaid for more than 30 days following a payment reminder, Shadowserve may, at its discretion and without liability, suspend services until the outstanding balance is settled in full.
6. DEDICATED RESOURCE
6.1 Where Shadowserve allocates Dedicated Resource to the Client's account, the Client acknowledges that such allocation represents a significant and ongoing operational commitment by Shadowserve, including recruitment, training, and retention of personnel with specialist knowledge of the Client's systems.
6.2 The Dedicated Resource commitment is a key factor in the notice period specified in clause 3.1. The Client agrees that a twelve-month notice period is a reasonable and proportionate protection for this commitment.
6.3 The Client shall not, during the term of this Agreement and for a period of twelve (12) months following termination, directly employ, engage, or solicit any Dedicated Resource who has worked on the Client's account, without Shadowserve's prior written consent. In the event of a breach of this clause, the Client shall pay Shadowserve a fee equal to twelve months' gross salary of the relevant individual as a genuine pre-estimate of loss.
7. INTELLECTUAL PROPERTY
7.1 All intellectual property rights in any work product, scripts, documentation, configurations, or materials created by Shadowserve in connection with this Agreement shall remain vested in Shadowserve until all invoices relating to the relevant work have been paid in full.
7.2 Upon receipt of full payment, Shadowserve grants the Client a non-exclusive, perpetual licence to use such materials for the Client's internal business purposes.
7.3 The Client shall retain all intellectual property rights in its own data, systems, and pre-existing materials. The Client grants Shadowserve a licence to access and use such materials solely for the purpose of providing the services.
8. LIABILITY AND INDEMNITY
8.1 Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by law.
8.2 Subject to clause 8.1, Shadowserve's total aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the total fees paid by the Client to Shadowserve in the twelve (12) months immediately preceding the event giving rise to the claim.
8.3 Subject to clause 8.1, neither party shall be liable to the other for any indirect, consequential, special, or punitive loss or damage, including loss of profits, loss of business, or loss of data.
8.4 The Client shall indemnify and hold harmless Shadowserve against any claims, losses, costs, or damages arising from: (a) the Client's use of any third-party software or services recommended or specified by the Client; (b) any claim by a third party arising from the Client's data or instructions; or (c) the Client's breach of this Agreement.
9. CONFIDENTIALITY
9.1 Each party shall keep confidential all Confidential Information received from the other party and shall not disclose it to any third party without prior written consent, except as required by law or regulation.
9.2 "Confidential Information" means any information of a confidential nature disclosed by one party to the other, whether or not marked as confidential, including (without limitation) business plans, pricing, technical information, and client data.
9.3 Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.
10. DATA PROTECTION
10.1 Each party shall comply with its obligations under the UK GDPR and the Data Protection Act 2018 in connection with the processing of personal data under this Agreement.
10.2 Where Shadowserve processes personal data on behalf of the Client, the parties shall execute a Data Processing Agreement in a form to be agreed. Shadowserve shall process such data only in accordance with the Client's documented instructions.
11. DISPUTE RESOLUTION
11.1 In the event of any dispute arising from or in connection with this Agreement, the parties shall first seek to resolve the dispute by good-faith negotiation between senior representatives.
11.2 If the dispute is not resolved within 30 days of written notice of the dispute, either party may refer the matter to mediation through the Centre for Effective Dispute Resolution (CEDR). The costs of mediation shall be shared equally unless otherwise agreed.
11.3 Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court.
12. GENERAL
12.1 This Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior representations, agreements, and understandings.
12.2 This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
12.3 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.4 Shadowserve reserves the right to update these terms from time to time. Updated terms will be published on Shadowserve's website and notified to existing Clients by email with not less than 30 days' notice. Continued use of services following the effective date of any update constitutes acceptance.
12.5 No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.
12.6 Notices under this Agreement shall be in writing and sent by email (with read receipt or delivery confirmation) or by recorded post to the principal address of the receiving party.
AGREED
This Agreement is entered into on the date first written above, or if not signed, is accepted by conduct (continued receipt of services following notification).