Terms of Service

1 Definitions

In these Terms of Service, the following definitions apply:

• "Company", "we", "us", "our" — Dragonfly IT Ltd, a company registered in England and Wales (Company No. 15676092), with registered address at Studio 87, Northampton, NN5 4ED.
• "Client", "you", "your" — any individual, business, or organisation that accesses our website or engages us for Services.
• "Services" — all IT support, managed services, cloud solutions, consultancy, hardware supply, and any other services provided by the Company.
• "Agreement" — these Terms of Service together with any Service Order, Statement of Work, or other written agreement between the parties.
• "Site" — the website located at https://dragonflyit.co.uk and all associated subdomains.

2 Acceptance of Terms

By accessing or using the Site, or by engaging the Company for Services, you confirm that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy and Cookie Policy.

If you do not agree with any part of these terms, you must not use the Site or engage our Services. We reserve the right to update these terms at any time; continued use of the Site or Services following any such update constitutes acceptance of the revised terms.

3 Acceptable Use of the Website

You agree to use the Site only for lawful purposes and in a manner that does not infringe the rights of others. You must not:

• Use the Site in any way that violates applicable local, national, or international law or regulation.
• Transmit any unsolicited or unauthorised advertising or promotional material.
• Knowingly introduce viruses, trojans, worms, logic bombs, or other malicious or technologically harmful material.
• Attempt to gain unauthorised access to any part of the Site, servers, or databases connected to it.
• Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
• Scrape, harvest, or collect data from the Site without our express written consent.

4 Intellectual Property

All content published on the Site — including but not limited to text, graphics, logos, images, audio clips, and software — is the property of Dragonfly IT Ltd or its content suppliers and is protected by United Kingdom and international copyright laws.

You may view, download, and print content from the Site for your own personal, non-commercial use only. You must not reproduce, redistribute, republish, or otherwise exploit any content from the Site without our prior written permission.

Any intellectual property created by the Company in the delivery of Services remains the property of the Company unless expressly agreed otherwise in writing.

5 IT Services & Support

5.1 Service Delivery

The Company will use reasonable skill and care to provide Services as described in the relevant Service Order or Statement of Work. We will aim to meet any agreed timescales but do not guarantee delivery by a specific date unless expressly stated in writing.

5.2 Service Level Agreements

Where an SLA is agreed in writing, response and resolution times apply during normal business hours (Monday to Friday, 09:00–17:30 UK time, excluding public holidays) unless an out-of-hours support plan has been contracted. Emergency support outside of these hours is available via our dedicated line: 0333 0444 323.

5.3 Client Responsibilities

You agree to provide us with timely access to your systems, personnel, and information as reasonably required to deliver the Services. Delays caused by your failure to do so may affect our ability to meet any agreed timescales and the Company shall not be liable for such delays.

5.4 Third-Party Products & Services

Where Services involve third-party software, hardware, or cloud platforms (including Microsoft Azure, AWS, or Google Cloud), those third-party terms and licences also apply. The Company acts as a reseller or integrator and cannot be held liable for the actions, outages, or policy changes of third-party providers.

6 Payment Terms

All fees for Services are as set out in the relevant invoice, Service Order, or proposal. Unless otherwise agreed in writing:

• Invoices are payable within 30 days of the invoice date.
• Recurring managed service fees are invoiced monthly in advance.
• Hardware and software supply is invoiced on dispatch and payable prior to delivery unless credit terms have been agreed.
• All prices are exclusive of VAT, which will be charged at the prevailing rate.

We reserve the right to charge interest on overdue amounts at 8% above the Bank of England base rate per annum, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend Services where payment is overdue by more than 14 days.

7 Data & Confidentiality

7.1 Data Protection

Both parties agree to comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where the Company processes personal data on your behalf, a separate Data Processing Agreement may be required.

7.2 Client Data

You retain ownership of all data you provide to us or that we access in the course of delivering Services ("Client Data"). We will handle Client Data with reasonable care, use it only for the purpose of delivering Services, and will not disclose it to third parties without your consent, except where required by law.

7.3 Confidentiality

Each party agrees to keep confidential any proprietary or sensitive information disclosed by the other party in connection with the Services, and not to disclose such information to any third party without prior written consent. This obligation survives termination of the Agreement.

8 Limitation of Liability

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

Subject to the above, the Company's total liability to you in connection with any Services or use of the Site, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to the Company in the 12 months preceding the event giving rise to the claim.

We will not be liable for any indirect, consequential, special, or punitive loss, loss of profit, loss of revenue, loss of data, or loss of business opportunity, even if we have been advised of the possibility of such loss.

9 Contracts & Termination

9.1 Contract Duration

Managed service agreements and recurring contracts will commence on the date agreed in the relevant Service Order and will continue for the initial term specified therein, renewing automatically on a rolling monthly basis unless otherwise agreed.

9.2 Notice Period

Either party may terminate a rolling contract by giving not less than 30 days' written notice to the other party. Notice must be given in writing to the address or email address on the relevant agreement.

9.3 Termination for Cause

Either party may terminate the Agreement immediately on written notice if the other party:

• Commits a material breach of the Agreement that is incapable of remedy, or fails to remedy a remediable breach within 14 days of written notice.
• Becomes insolvent, enters administration, or is wound up.
• Ceases or threatens to cease to carry on business.

9.4 Effect of Termination

On termination, any outstanding fees become immediately due and payable. The Company will return or securely delete Client Data within 30 days of termination, as instructed by you in writing.

10 Disclaimers

The Site and its content are provided "as is" without any warranty, express or implied. We make no representations that the Site will be uninterrupted, error-free, or free of viruses or other harmful components. We reserve the right to withdraw or amend the Site without notice.

Links from the Site to third-party websites are provided for your convenience only. We have no control over the content of those sites and accept no responsibility for them or for any loss or damage that may arise from your use of them.

11 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, pandemic, flood, fire, earthquake, war, governmental action, labour disputes, or failure of third-party infrastructure or internet services.

12 Governing Law & Disputes

These Terms of Service and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Both parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

In the event of a dispute, we encourage you to contact us in the first instance so that we can attempt to resolve the matter informally before any formal proceedings are commenced.

13 General

• Entire Agreement: These Terms, together with any applicable Service Order or Statement of Work, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Failure by either party to exercise any right or remedy does not constitute a waiver of that right or remedy.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to any group company or successor business.
• Notices: Any notices under these Terms should be sent in writing to the contact details below.