Terms & Conditions

These Terms are issued by Black Sheep Support Limited, a company registered in England and Wales under number 15046937 with its registered office at Telecom House, 125-135 Preston Road, Brighton BN1 6AF ("BSS", "we", "us"). They apply to every quotation we issue and every order you place, and together with the accepted quotation form the whole agreement between us (the "Agreement"). "Services" means the services described in your quotation, which may include IT support, Microsoft 365 migration and management, cyber security services, IT consultancy, hardware procurement, managed services, connectivity, telephony and the resale of software licences.

If there is any conflict, the accepted quotation prevails over these Terms, and these Terms prevail over any terms you seek to impose, including any printed on a purchase order. No other terms apply unless agreed in writing and signed by a director of BSS.

You confirm that you are acting in the course of a business and not as a consumer, and that the person accepting the quotation has authority to bind you. Consumer protection legislation does not apply to the Agreement.

We will provide the Services with reasonable care and skill and in accordance with the quotation. We rely on the information you give us during quotation and onboarding and do not assume any obligation wider than the Services we subsequently agree to provide. Estimates of time, dates and outcomes are given in good faith and are not guaranteed unless the quotation states a committed service level.

BSS is VAT registered. All prices are exclusive of VAT, which is charged at the prevailing rate.

We offer two managed services priced as a monthly fee per identified user or per endpoint, as confirmed in your quotation. "Managed User Device" (also called Desktop Support Services) covers the support and management of a named user's devices. "Managed User" covers the administration and security of a named user's identity and accounts in Microsoft 365 or Google Workspace. The two can be purchased together or separately; a Managed User subscription does not include device support, and a Managed User Device subscription does not include identity administration, unless the quotation says so.

Managed User Device includes IT support via email, phone and remote login, patch management and remote support for the user's devices during the hours stated in your quotation. On-site visits are not included and are charged separately. Response targets, where stated in the quotation, are targets for our first response and not commitments to resolve an issue within a given time.

Managed User includes creating, changing and removing the user's accounts and licences in Microsoft 365 or Google Workspace; administering multi-factor authentication, sign-in and access policies; mailbox, drive and group membership administration; and triage of identity-related security alerts, all in accordance with the joiner, mover and leaver instructions you give us. We act on instructions from the contacts you have authorised; you must tell us of leavers and role changes promptly, and we are not liable for access that continues because we were not told.

Unless otherwise stated in the quotation, the initial contract term for Managed User Device and Managed User Services is 36 months. At the end of the initial term, and of each renewal term, the Services renew automatically for a further 12 months unless either party gives written notice of non-renewal at least 12 months before the end of the then-current term. By accepting the quotation you confirm that this renewal term has been drawn to your attention.

Standard payment terms are monthly in advance by Direct Debit, cleared on or before the first of each month. We may increase our charges once in each contract year in line with the Consumer Prices Index, on not less than 3 months' written notice.

Where the quotation includes a migration or onboarding fee it is payable before work begins, and work will not commence until funds have cleared.

We will assist in migrating your data and systems to Microsoft 365 and integrating with OneDrive using the migration method described in the quotation. We cannot guarantee that every item of existing data, program setting or configuration can be preserved, and we will tell you in advance of anything we know cannot be migrated.

You must keep an independent, verified copy of all data before migration begins and confirm to us that you have done so. Subject to the Limitation of Liability section, we are not responsible for loss or corruption of data during migration where you have not kept that copy.

The migration fee quoted is due before migration begins. Migration will not commence until funds have cleared.

Software licences are not included in the Managed User Device or Managed User fee unless the quotation says so. We are a Microsoft Partner and supply licences from Microsoft and other vendors as a reseller through our cloud solution provider (CSP) distributor, Giacom, and other distributors. Each licence is subject to the vendor's own licence terms (for Microsoft, the Microsoft Customer Agreement) and to the distributor's programme rules, which you accept when the licence is provisioned, and we will supply copies on request.

Subscription licences run for the term selected on the order (typically monthly or annual). Under the vendors' programme rules, licence quantities cannot be reduced and subscriptions cannot be cancelled during a committed term other than within the vendor's cancellation window immediately after the order, and you remain liable for the full term. Vendor price changes are passed on at the next renewal, or sooner where the vendor requires, on written notice.

Software and security tools reduce risk; they do not remove it. We do not guarantee that any software or tool will prevent every security threat or system failure.

You may not copy, reverse engineer, decompile or disassemble any software we provide except as expressly permitted by the Agreement or by law.

You acknowledge that we may receive commission or rebates from vendors in connection with licences we resell.

Any other Service or consultancy is provided under a scope and timeframe agreed during discovery. Consultancy is purchased in full days. Work outside the agreed scope is chargeable at our then-current day rate and will be agreed with you in writing before it is undertaken.

Travel and expenses are not included in the day rate and are charged at cost.

If consultancy fees are not paid on time we may suspend the work until payment is received, and interest and compensation apply under the Payment section.

All additional fees and services are subject to availability and to these Terms.

Payment for additional fees and services is due in advance unless the quotation states otherwise.

Once agreed, ad hoc work, quotations and hardware must be paid for in full in advance. Cancellation after agreement does not remove liability for payment.

Any change to an agreed site visit date or time must be notified at least 48 hours in advance. Failure to do so, or failure to provide access when our engineer attends, incurs the site visit fee.

When our engineers attend your premises, each party keeps its own duties under the Health and Safety at Work etc. Act 1974 and related regulations, which cannot be transferred by contract. We are responsible for the safe working practices of our engineers, for their training and equipment, and for the work they carry out. You, as occupier of the premises, are responsible for the safety of the premises under the Occupiers' Liability Act 1957 and for the safety of persons working there who are not your employees under section 3 of the 1974 Act.

Before and during a visit you will: provide safe access to the areas and equipment we need to work on; tell us of any hazard we might reasonably encounter (including asbestos, live electrical work, working at height, restricted or confined spaces, and any site-specific rules or permits); provide a competent contact who can authorise work and answer questions; and ensure that equipment is powered, accessible and, where it must be moved to be worked on, moved by you or with your agreement.

Our engineers will follow your reasonable site rules and instructions. An engineer may decline to start or continue work that they reasonably consider unsafe, including work at height without suitable access equipment, work involving mains electrical installation, or work in the presence of a hazard you have not made safe. A visit ended for that reason is treated as an aborted visit under the Additional Fees and Services section and may be rebooked once the issue is resolved.

We maintain public liability insurance and employer's liability insurance, and will provide a certificate of insurance on request. Our liability for death, personal injury or physical damage to your property caused by our negligence during a site visit is not reduced by the cap in the Limitation of Liability section, and is limited to the amount recoverable under our public liability insurance for the event. This paragraph does not extend our liability for any other kind of loss, which remains subject to the Limitation of Liability section.

You are responsible for loss of or damage to our tools and equipment while on your premises to the extent caused by your negligence or that of your staff or visitors, and for any injury to our engineers caused by a hazard you knew of, or ought reasonably to have known of, and did not make safe or warn us about.

Hardware is supplied on the manufacturer's specification current at the date of the quotation. Delivery dates are estimates. We may deliver in instalments and invoice each separately.

Risk in hardware passes to you on delivery to your premises or, where we install it, on installation. Title (ownership) does not pass to you until we have received payment in full for that hardware and for all other sums then due under the Agreement. Until title passes you must keep the hardware identifiable as ours, insured, and not sell or encumber it, and we may enter your premises to recover it if payment is overdue.

Hardware benefits from the manufacturer's warranty, which we will help you claim under. To the extent permitted by the Unfair Contract Terms Act 1977, and except where the quotation states otherwise, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 as to quality and fitness for purpose are excluded, and your remedy for defective hardware is repair or replacement under the manufacturer's warranty. Nothing in this paragraph excludes the implied term as to title.

Hardware ordered for you is not returnable except where faulty on delivery and reported to us in writing within 7 days. Returns of non-faulty hardware, where we agree to accept them, are subject to the supplier's restocking charge.

You warrant that you are acting in the course of business and that you have full authority to enter into the Agreement.

You will pay promptly for all Services and comply with all applicable laws and with the terms of the vendors and Carriers whose products or services we supply.

You will keep independent, regularly tested backups of your data unless you have contracted with us for a backup service that covers that data, and you will keep your account permissions, billing details and contact information up to date.

You will implement, or authorise us to implement, the security measures we recommend. Where you decline a recommendation in writing (for example multi-factor authentication, patching, a supported operating system or a backup service), we will record the decision and, subject to the Limitation of Liability section, we are not liable for any loss that would have been prevented had the recommendation been followed.

You will cooperate with us in the reasonable investigation of service outages, security incidents and any suspected breach of the Agreement, and give us the access, information and decisions we reasonably need to provide the Services.

You will ensure your users are properly trained to use the equipment and software provided and receive data security awareness training appropriate to their role, and you will not disable, bypass or interfere with security tooling we have deployed.

If you use software or services not supplied by us, you warrant that you have the legal right to use them, and we may decline to support them.

We process the personal data of your staff and contacts as a controller to provide the Services, manage the account and, where you are a corporate subscriber, to send you information about our services under our legitimate interests and the Privacy and Electronic Communications Regulations 2003. You may opt out of marketing at any time by calling 0800 0116431 or emailing [email protected]. Our Privacy Notice at blacksheepsupport.co.uk/privacy explains this processing in full.

We do not pass your information to third parties other than the suppliers and Carriers whose services you have chosen to obtain through us, our sub-processors listed under the Data Processing section, and where required by law.

We record telephone calls to our service desk for training, quality and evidential purposes under our legitimate interests. Recordings are encrypted and retained for up to seven years, in line with our retention policy.

In providing the Services we will process personal data held in your systems on your behalf. For that processing you are the controller and we are the processor, and this section is the written contract required by Article 28(3) of the UK GDPR. Subject matter and nature: IT support, administration, monitoring, migration and related Services as described in your quotation. Duration: the term of the Agreement. Purpose: providing the Services. Types of data and data subjects: those held in the systems we support, typically your staff, customers and suppliers.

We will: process personal data only on your documented instructions, which the Agreement and your requests to our service desk constitute, unless required by law to do otherwise, in which case we will tell you first where the law allows; ensure that our staff who access personal data are bound by obligations of confidentiality; implement appropriate technical and organisational measures under Article 32; assist you, at your reasonable cost where the request is not caused by our breach, in responding to data subject requests and in meeting your obligations under Articles 32 to 36, including notifying you without undue delay after becoming aware of a personal data breach affecting your data; at the end of the Agreement, return or delete personal data at your choice, save where we must retain it by law; and make available the information reasonably necessary to demonstrate our compliance, and allow for and contribute to audits you reasonably require, on reasonable notice and no more than once a year unless required by a regulator.

You authorise us to use sub-processors to provide the Services, including Microsoft (for Microsoft 365 and Azure), Giacom (our CSP distributor, for licence provisioning and billing), Barracuda Networks (for Barracuda SOC), the Carriers and vendors whose services you have ordered, and the tooling providers named in our Privacy Notice. We will notify you of changes to sub-processors and you may object on reasonable data protection grounds within 14 days; we impose data protection obligations on sub-processors equivalent to those in this section and remain responsible for their performance.

Personal data is processed in the United Kingdom or under transfer mechanisms permitted by the UK GDPR, including the UK International Data Transfer Agreement and the UK Addendum to the EU Standard Contractual Clauses, and the adequacy regulations for the EEA.

You are responsible for the lawfulness of the personal data you hold and the instructions you give us, and you warrant that you have the lawful basis and notices required for us to process it.

Each party will keep confidential all information of the other marked as confidential or which a reasonable person would regard as confidential, use it only to perform the Agreement, and disclose it only to those of its staff, advisers and sub-contractors who need it and are bound by equivalent obligations, or as required by law or a regulator.

This obligation survives termination for five years, and indefinitely for trade secrets, credentials and security configuration.

Neither party is in breach of the Agreement, or liable for delay or failure to perform, to the extent the delay or failure results from an event beyond its reasonable control, including failure of a Carrier's network or a public utility, failure of a vendor's cloud service, natural disaster, epidemic, war, riot, terrorism, industrial action (other than of the affected party's own staff) or the act of a government or regulator. This does not excuse your obligation to pay for Services already provided.

The affected party must notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than 60 days either party may terminate the affected Services on written notice without liability for the termination itself.

All intellectual property rights in the Services, our documentation, tooling, scripts, configurations, reports and know-how, and in any improvements to them, belong to BSS or our licensors. On payment in full you receive a non-exclusive, non-transferable licence to use the deliverables we produce for you for your internal business purposes for as long as you receive the Services and, for reports and documents produced for you, thereafter.

Trademarks and other intellectual property rights in third-party products remain the property of their owners. You will not take any action to jeopardise, limit or interfere with our or a third party's intellectual property rights.

Market insights, supplier and pricing information we supply are confidential to us and our licensors and may not be shared with third parties.

You agree that we may state that we provide Services to you and may use your name and logo to identify you as a customer in our promotional materials, without implying endorsement or affiliation. You may withdraw this permission at any time by written notice, and we will stop new use within 30 days.

From time to time we may operate promotional offers including vouchers. The refer-a-friend offer is limited to 10 referrals at £50 per successful referral (a maximum of £500 per referring business), paid once the new customer has paid its first invoice. We may withdraw or vary promotional offers for future referrals at any time.

Free trials convert automatically to our standard contract rate and term at their end unless you give us at least 7 days' written notice before the trial end date.

Invoices are payable by the due date stated on them or, if none, within 14 days of the invoice date, in full and without set-off, deduction or counterclaim. If you dispute an invoice in good faith you must tell us in writing within 14 days of the invoice date, giving reasons, and pay the undisputed part on time.

If you do not pay on time we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% a year above the Bank of England base rate from the due date until payment, together with the fixed-sum compensation and reasonable recovery costs that Act allows.

If any sum is more than 14 days overdue we may, on 7 days' written notice, suspend some or all of the Services (including access to systems and licences we provide) until payment is made in full. Suspension does not affect your obligation to pay charges during the suspension, and we may charge a reasonable reconnection fee.

You must give us at least 30 days' notice of any change to your Direct Debit or billing arrangements. Charges for licences and Connectivity Services incurred by us on your behalf remain payable in full for their committed term whether or not you continue to use them.

Entire agreement: the Agreement is the entire agreement between us and supersedes all previous discussions, proposals and representations. Each party acknowledges that it has not relied on any statement not set out in the Agreement. Nothing in this paragraph limits liability for fraud.

Variation and waiver: no change to the Agreement is effective unless in writing and signed by both parties. A delay or failure to enforce any right is not a waiver of it.

Severance: if any provision (or part of one) is found invalid or unenforceable, it will be treated as deleted or modified to the minimum extent necessary and the rest of the Agreement continues in force.

Notices: formal notices must be in writing and sent by email to the address on the invoice or quotation with a copy by post to the registered office, or by hand or recorded post to that office, and are deemed received one working day after email or two working days after posting.

Third parties: a person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

Assignment and sub-contracting: you may not assign or transfer the Agreement without our prior written consent. We may assign the Agreement to a successor to our business, and may sub-contract any of our obligations while remaining responsible for their performance.

Non-solicitation: during the Agreement and for 12 months afterwards, neither party will solicit for employment or engagement any employee of the other with whom it dealt under the Agreement, without the other's written consent; general advertising not targeted at those employees is not solicitation.

The parties are independent businesses, not partners, agents or employer and employee.

Governing law: the Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Complaints: contact your account manager or email [email protected] and we will acknowledge within two working days. For Connectivity and VoIP Services, if a complaint is not resolved within six weeks (or we tell you it cannot be resolved), Microenterprise, Small Enterprise and Not-For-Profit Customers may refer it free of charge to the Ofcom-approved alternative dispute resolution scheme of which we are a member; the scheme's name and contact details are available from us on request and in our complaints code.