General Terms & Conditions

These General Terms & Conditions apply to the supply by Athenon of products, licences, subscriptions, professional services, project services, managed services, support services, and related technology solutions to business customers, unless otherwise agreed in writing in a signed agreement, order form, statement of work, or service schedule.

By placing an order with us, accepting a quotation or proposal, signing a statement of work or order form, or using any services we provide, you agree to be bound by these terms.

1. Definitions and interpretation

In these terms, "Athenon", "we", "us" and "our" means Athenon and any contracting group entity identified in the relevant quotation, order form, invoice, or statement of work. "Customer", "you" and "your" means the business customer purchasing products or services from us.

"Services" includes managed IT services, professional services, cybersecurity services, consulting, support, cloud and hosted services. "Products" includes hardware, software, licences, subscriptions, and third-party solutions. "Agreement" means these terms together with the applicable quotation, order form, statement of work, service schedule, and any other documents expressly incorporated by reference.

2. Basis of contract

A binding contract is formed when we issue written acceptance of your order, when you sign or otherwise accept our quotation, proposal, statement of work, or order form, or when we begin supplying products or services at your request, whichever happens first.

Any purchase order issued by you is for administrative purposes only. Unless expressly agreed by us in writing, your terms and conditions do not apply and are excluded.

Where there is any inconsistency between documents forming the Agreement, the order of precedence will be: signed master agreement, statement of work or service schedule, order form or quotation, these General Terms & Conditions, then any other referenced document.

3. Scope of supply

We will supply the products and services described in the applicable quotation, order form, statement of work, or service schedule. Any descriptions, specifications, implementation plans, target dates, or service assumptions not expressly included in the Agreement are indicative only.

Managed services, support coverage, service levels, onboarding, service hours, response targets, maintenance windows, and exclusions will apply only where expressly stated in an applicable managed services agreement, service schedule, or statement of work.

4. Third-party products and services

Where we resell or procure third-party hardware, software, cloud services, subscriptions, telecoms, warranties, or support, those items may be subject to the relevant third-party publisher, vendor, or distributor terms. You agree to comply with those terms where applicable.

We do not warrant or guarantee the performance, availability, or continued supply of third-party products or services beyond the rights and remedies made available by the relevant third-party supplier, except to the extent we expressly agree otherwise in writing.

5. Customer responsibilities

You will provide timely access to systems, sites, personnel, information, and decision-makers reasonably required for us to perform the Agreement. You are responsible for the accuracy and completeness of information provided to us.

Unless expressly included in the relevant service schedule, you remain responsible for business continuity planning, legal and regulatory compliance, cyber insurance, maintaining appropriate backups, endpoint hygiene, user awareness, and decisions taken based on our advice or recommendations.

You will obtain and maintain all necessary licences, consents, and permissions needed for us to lawfully access, use, support, or manage your systems and data.

6. Service standards and changes

We will perform services using reasonable skill and care consistent with good industry practice. Any time estimates, delivery dates, onboarding plans, or implementation milestones are estimates unless expressly stated to be binding.

Either party may request changes to the scope of services. We may assess the operational and commercial impact of any requested change and agree any resulting changes to fees, timelines, or service scope in writing before implementation.

7. Fees, invoicing, and payment

Fees, charges, and billing frequency will be set out in the relevant quotation, order form, statement of work, service schedule, or invoice. Unless otherwise stated, recurring managed or support services are billed monthly in advance, project and professional services are billed as stated in the relevant commercial document, and hardware, software, and licence charges may be invoiced on order, on delivery, or on renewal.

All fees are exclusive of VAT, GST, sales taxes, withholding taxes, duties, levies, and similar charges, which you must pay in addition where applicable, except for taxes on our net income.

Payment is due within 14 days of invoice date unless otherwise agreed in writing. We may charge interest and recover reasonable debt recovery costs on overdue amounts, including any rights available under applicable late payment legislation for business-to-business transactions.

We may suspend the supply of any products or services, with reasonable notice where practicable, if invoices remain overdue or if continued service would expose us, our suppliers, or other customers to material operational, security, or credit risk.

8. Term, renewals, and termination

The Agreement starts on the effective date stated in the applicable order form, statement of work, or service schedule, or if none is stated, on the date the contract is formed under clause 2.

Recurring services will continue for the initial term stated in the relevant commercial document and then renew automatically for successive renewal periods unless either party gives written notice in accordance with that document. If no notice period is stated, either party may terminate recurring services on not less than 90 days' written notice.

Either party may terminate the Agreement, or any affected service, on written notice if the other party materially breaches the Agreement and fails to remedy that breach within 30 days of being required to do so, or becomes insolvent, ceases to trade, or enters administration, liquidation, or an analogous process.

9. Effect of termination

On termination or expiry, you will promptly pay all undisputed amounts due, including charges incurred up to the termination date and any committed charges, early termination charges, third-party cancellation fees, or unrecovered costs expressly stated in the Agreement.

We will, where applicable and subject to payment of all outstanding sums, provide reasonable cooperation to support an orderly transition of services to you or a replacement provider, subject to a separate agreed scope and additional fees.

10. Intellectual property

All intellectual property rights in our pre-existing materials, methodologies, tools, templates, software, documentation, know-how, and service deliverables remain vested in us or our licensors. Subject to payment in full of applicable fees, we grant you a non-exclusive, non-transferable right to use deliverables created specifically for you for your internal business purposes only, unless otherwise agreed in writing.

Intellectual property rights in third-party products, software, cloud services, and vendor documentation remain with the relevant owner or licensor and are licensed, not sold, unless expressly stated otherwise.

11. Confidentiality

Each party will keep confidential all confidential information of the other party and will use such information only for the purpose of performing or receiving the benefit of the Agreement. This clause does not apply to information that is or becomes public through no breach of the Agreement, was lawfully known before disclosure, is lawfully received from a third party, or must be disclosed by law or a competent authority.

12. Data protection and security

Each party will comply with applicable data protection and privacy laws in connection with the Agreement. Where we process personal data on your behalf, the parties will enter into any data processing terms that are reasonably required by applicable law.

Where services involve cross-border access, support, hosting, remote management, or international data transfers, you acknowledge that data may be accessed or processed from or within the United Kingdom, European Economic Area, Canada, Australia, or other locations relevant to service delivery, subject to applicable data protection requirements and appropriate safeguards where required.

Unless expressly agreed in writing, we do not guarantee that any service will make you compliant with any specific law, regulation, or security framework, and you remain responsible for your own regulatory, legal, and sector-specific compliance obligations.

13. Warranties and disclaimers

We warrant that services supplied by us will be performed with reasonable skill and care. Except as expressly stated in the Agreement, and to the fullest extent permitted by law, all other conditions, warranties, representations, and terms, whether express or implied by statute, common law, or otherwise, are excluded.

We do not warrant that products or services will be uninterrupted, error-free, invulnerable to cyber threats, or compatible with every third-party environment unless expressly stated in writing.

14. Limitation of liability

Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be limited or excluded by applicable law.

Subject to the above, neither party will be liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill, loss or corruption of data, or any indirect or consequential loss arising out of or in connection with the Agreement.

Subject to the above, our total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed: (a) for recurring services, the fees paid or payable by you for the affected services in the 12 months preceding the event giving rise to the claim; or (b) for one-off projects, products, or professional services, the fees paid or payable by you for the relevant order, statement of work, or project.

15. Force majeure

Neither party will be liable for delay or failure to perform its obligations, other than payment obligations, to the extent caused by an event beyond its reasonable control, including supplier failure, utility outage, internet or telecoms disruption, industrial dispute, cyber incident, acts of government, natural disaster, or similar events.

16. Export control and sanctions

You will comply with all applicable export control, sanctions, and trade laws in relation to the products and services supplied under the Agreement. We may refuse, suspend, or terminate supply where we reasonably believe supply would breach any applicable sanctions, export restrictions, or trade compliance requirements.

17. General

You may not assign or transfer the Agreement without our prior written consent, not to be unreasonably withheld in the case of a genuine group reorganisation or business sale. We may subcontract obligations under the Agreement provided we remain responsible for performance of the subcontracted services unless expressly agreed otherwise.

If any provision is held invalid or unenforceable, the remainder of the Agreement will continue in force. A failure or delay in exercising any right does not waive that right.

The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, proposals, and understandings, except in the case of fraud.

18. Governing law and jurisdiction

The Agreement and any dispute or claim arising out of or in connection with it will be governed by the laws of England and Wales, and the courts of England and Wales will have exclusive jurisdiction, unless otherwise expressly agreed by us in writing.

For legal or contractual enquiries, please contact legal@athenon.io.