1. Rates

1.1 Services that do not fall under this Agreement shall be provided to Customer at a base rate of £97.50 per hour in 15 minute (the “Base Rate”) increments for work done from Monday through Friday from 08:00 to 18:00, and shall apply regardless of whether the Services are performed on-site, remotely or by telephone. An automatic trigger on all tickets taken over 30 minutes notifies a senior member of the Reflective IT team which implements our escalation process.

1.2 The Base Rate shall increase to £146.25 per hour (“Overtime Rate”) for Services provided to Customer before 08:00 and after 18:00 on weekdays, and on Services provided over weekends and during official holidays, unless otherwise stated in writing. Service shall include travel time to or from Customer’s premises or service sites at the base rate.

1.3 Emergency call outs are defined as an emergency incident established for which the Customer is requesting same day assistance. The first hour will be charged at double time £195, and then £97.50 per hour for any following hours.

1.4 Projects will be billed on a per project basis and are required to be signed off by an authorised representative of Customer’s management team as are any other items that fall outside of the managed services agreement.

1.5 Company reserves the right to periodically increase its Base Rate and increased rate and will provide Customer with no less than 60 days written notice thereof.

1.6 Services are based on actual time spent, regardless of the complexity of the problem or issues addressed. However, there is a one (1) hour minimum charge for services other than telephone calls.

  1. Procurement

2.1 Reflective IT provide, at our discretion, 30-day terms on all purchases, hardware and software if required. If payment is not received against goods after 30 days Reflective IT reserve the right to collect hardware from a customer premises.

2.2 Reflective IT are hardware and software resellers; we have formed relationships with distributors in order to obtain best pricing for our customers. Reflective IT make a standard mark-up of 10% on all goods supplied to customers. In some cases, this mark-up may be more, or less dependent on the buy price.

2.3 If goods supplied by Reflective IT are deemed faulty after a certain period the standard manufacturer warranty applies.  If goods are deemed faulty upon delivery, then Reflective IT can register the equipment as DOA and have an immediate replacement sent out.  This is limited to 7 working days. If goods are deemed not suitable, a 20% (or in some cases more) restocking fee applies.

2.4 Goods procured directly by the Customer must be of a pre-approved specification by Reflective IT in order to be covered by this agreement.

2.5  Customer must ensure and report back any visible signs of damage to any boxes, signs they have been opened and/or resealed, missing items etc. within 24 hours of receiving the goods.  Failing to do so in the adequate timeframe may lead to any claim being null and void

  1. Terms, Payment & Collection Costs

3.1 Reflective IT will invoice Customer upon completion of any additional hours.

3.2 Any payment not made within thirty days of the invoice date shall be subject to a late fee of 4 per cent (4%) per month or the maximum rate allowed by law from the date of invoice, until paid; unless failure to pay is due to a dispute in good faith related to the invoiced amount, in which case a late fee will not apply.

3.3 If Reflective IT enlists the services of a collection agency to collect any amounts due to it from Customer under this Agreement; Customer shall be responsible for and agrees to pay all such collection costs.

  1. Cancellation Policy

4.1 Customer will not be charged for appointments that are cancelled in writing (letter, fax or e-mail) by Customer with 24 hours or more advance notice. Customer will be charged for and agrees to pay for any scheduled hours for cancellations with less than 24 hours’ notice.

4.2 Customer is responsible for placing any written time limits – if necessary – before services are provided by Reflective IT and cannot be retroactive.

  1. Authorization

5.1 Customer acknowledges that the person signing this Agreement on its behalf is authorized to do so and may bind Customer to all the terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director or duly authorized agent or employee of Customer.

  1. Alterations to Services or Equipment

6.1 If Customer alters any Services or Equipment conducted by Reflective IT without the express written consent of Reflective IT, Customer does so at its own risk and expense. Reflective IT shall not be liable or responsible for problems created as a result of Customer’s alteration of Services, Equipment and/or Customer’s network or system. If Customer wishes Reflective IT to correct or fix its alterations or problems relating thereto, such Services by Reflective IT will be considered a new project and Customer agrees that the same terms and conditions set out in this Agreement shall apply.

  1. Obligation to Back-up Software

7.1 Customer shall be responsible for maintaining backups of all physical software, documents, and applications on all of Customer’s file servers, personal PC's, organizers, and other electronic equipment.

  1. Reimbursement for Supplies

8.1 On occasion, Reflective IT may need to purchase spare parts, other equipment, supplies, accessories or software; in that case, Customer shall be responsible to and agrees to reimburse Reflective IT for all such costs or expenses incurred under this project. No purchases will be made without prior Customer approval.

  1. Customer Warranty re Software Licensing

9.1 Customer warrants that all software it provides to Reflective IT for installation, configuration or use in any way, has been legally obtained and is properly licensed. Customer further warrants that it has legally purchased sufficient number of copies of such software and that it has not violated any licensing laws.

  1. Limitation of Liability

10.1 Reflective IT shall not be liable to Customer for direct damages in an amount greater than £1,000,000. Further, Reflective IT shall not be liable to Customer for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, whether the claim alleges tortuous conduct (including negligence) or any other legal theory.

  1. Relationship

11.1 Reflective IT provides Services to Customer hereunder as independent contractor, and this Agreement shall not be construed as a partnership or joint venture.

  1. Non-Solicitation of Employees

12.1 Customer acknowledges that Company has a substantial investment in its employees that provide Services to Customer under this Agreement and that such employees are subject to Company’s control and supervision. In consideration of this investment, Customer agrees not to solicit, hire, employ, retain, or contract with any employee of the other, without first receiving Company’s written consent.

12.2 If any employee terminates his or her employment with Company (regardless of the reason for termination), and is employed by Customer (or any affiliate or subsidiary of Customer) in any capacity either during or within a six (6) month period, Customer shall immediately pay Company an amount equal to 50% of the then current yearly salary or wage paid by Company to such employee.

  1. Severability

13.1 Any provision of this Agreement, which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting in any way the remaining provisions hereof or, to the extent permitted by law, rendering that or any other provision invalid, illegal or unenforceable.

  1. Entire Agreement

14.1 This Agreement contains the entire agreement between the parties regarding the subject matter herein, and supersedes any prior agreements or representations, whether oral or written. No agreement, representation or understanding not specifically contained herein shall be binding, unless reduced to writing and signed by Company and Customer.

  1. Legal Fees & Costs

15.1 In any action involving the enforcement or interpretation of this Agreement, the prevailing party, whether Customer or Company, shall be entitled to its reasonable attorneys' fees and costs, including such fees and costs incurred in connection with any appeals, in addition to such other relief as may be provided by law.

  1. Termination

16.1 If either party wish to terminate this agreement it must be done so in writing and a date agreed between Customer and Reflective IT giving at least 3 months’ notice.

16.2 All outstanding invoices shall be required to be paid in full prior to date of termination unless the subject of a good faith dispute.

16.3 If another party is taking over services provided by Reflective IT, Reflective IT are required to provide and assist the other party where necessary in order to cause minimal disruption to Customer’s systems. Any additional costs incurred will be charged at the standard rate and settled prior to termination date.

16.4 All Customer data will be handed over on the date agreed by both parties provided that all outstanding invoices have been settled in full.

16.5 Reflective IT shall retain any Customer backups and site documentation for 30 days after termination in the event these are needed.

  1. GDPR

17.1 The GDPR provisions of Annex 1 will be applicable to this Agreement


18.1 No waiver of any provision of this Agreement shall be deemed to be nor shall constitute a waiver of any other provision whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.


19.1 The Agreement and any non-contractual obligations arising out of or in connection with the Agreement shall be governed by and construed in accordance with the laws of England.  The provisions of the UN Convention on the International Sale of Goods (1980) are hereby excludes from the Agreement.  Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination or any non-contractual obligations arising our of or in connection with the Agreement (the “Dispute”) shall be referred to the principal jurisdiction of the Commercial Court in the High Court of Justice in London, England save that nothing in this Agreement shall prevent a Party from seeking ancillary relief to any proceedings before that Court in any other jurisdiction.


22.1 This Agreement may be signed in counterparts and may be delivered by facsimile or electronic means, each of which may be deemed an original, and all of which together constitute one and the same agreement.


21.1 Each Party represents to the other Party that the execution, delivery and performance of this Agreement have been duly authorized, and this Agreement has been duly executed and delivered by the signatory so authorized, and the obligations contained herein constitute the valid and binding obligations of such Party.


22.1 Neither Party shall make any public disclosures regarding the other Party, or the subject matter hereof, including, without limitation, any advertisements, publications or documents, without the prior written approval of the other Party, unless otherwise required by law.


23.1  Subject to fulfilment by the Customer of its obligations under this Agreement, the Company shall indemnify the Customer against any liability incurred by the Customer in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products and any reasonable, direct and documented costs, claims, demands and expenses arising out of or in connection with that liability (Relevant Claim), except to the extent that the liability arises as a result of the action or omission of the Customer.

23.2   The Company shall effect and maintain professional liability insurance for the duration of this Agreement with coverage of not less than £1,000,000 per annum with a reputable insurer and shall provide a copy of the insurance policy to the Customer within five Business Days of the date of this Agreement and each anniversary thereof.

23.3  The Customer shall, immediately it becomes aware of a matter which may result in a Relevant Claim (whether against the Company or only against the Customer) give notice to the Company of the details of the matter.