Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your use of services provided by ED AND SARNA LTD ("Company," "we," "our," or "us") and your relationship with us. By engaging our services, you agree to be bound by these Terms.

2. Definitions

In these Terms, the following definitions apply:

• "Services" means all IT services, consulting, support, and solutions provided by the Company
• "Client" or "You" means the individual or entity engaging our services
• "Agreement" means any service agreement, statement of work, or contract between us
• "Confidential Information" means non-public information disclosed by either party

3. Service Provision

3.1 Scope of Services

We provide IT services including but not limited to:

• Cloud solutions and infrastructure management
• Cybersecurity services and monitoring
• IT support and maintenance
• Network infrastructure setup and management
• Software development and integration
• IT consulting and strategic planning

3.2 Service Delivery

Services will be delivered according to the specifications outlined in individual service agreements. We will use reasonable efforts to meet agreed timelines, but delivery dates are estimates unless specifically guaranteed in writing.

4. Client Obligations

As our client, you agree to:

• Provide accurate and complete information necessary for service delivery
• Grant necessary access to systems, data, and personnel
• Cooperate with our staff and follow reasonable instructions
• Pay all fees according to agreed payment terms
• Maintain appropriate licenses for software and systems
• Backup critical data before any system modifications

5. Payment Terms

5.1 Fees and Billing

Fees for services will be as specified in individual agreements. Unless otherwise agreed:

• Invoices are due within 30 days of invoice date
• Late payments may incur interest at 1.5% per month
• All prices exclude VAT, which will be added where applicable
• Travel expenses may be charged separately

5.2 Suspension of Services

We reserve the right to suspend services for non-payment after 30 days written notice, without prejudice to our other rights.

6. Intellectual Property

6.1 Pre-existing IP

Each party retains ownership of their pre-existing intellectual property. We retain rights to our methodologies, tools, and know-how.

6.2 Developed IP

Unless otherwise agreed, intellectual property developed specifically for you will be owned by you, subject to our right to use general knowledge and experience gained.

7. Confidentiality

Both parties agree to:

• Keep confidential information strictly confidential
• Use confidential information only for the purpose of our engagement
• Return or destroy confidential information upon request
• Ensure employees and subcontractors comply with confidentiality obligations

8. Data Protection and Security

8.1 Data Processing

We will process personal data in accordance with UK GDPR and our Privacy Policy. Where we process personal data on your behalf, we will enter into appropriate data processing agreements.

8.2 Security Measures

We implement appropriate technical and organizational measures to protect data, but cannot guarantee absolute security. You remain responsible for your own data backup and security practices.

9. Warranties and Disclaimers

9.1 Service Warranty

We warrant that services will be performed with reasonable skill and care in accordance with industry standards.

9.2 Disclaimer

Except as expressly stated, we provide services "as is" without warranties of any kind. We disclaim all implied warranties including merchantability and fitness for a particular purpose.

10. Limitation of Liability

Our total liability for any claim shall not exceed the fees paid for the specific services giving rise to the claim. We shall not be liable for:

• Indirect, consequential, or special damages
• Loss of profits, data, or business opportunities
• Costs of procurement of substitute services
• Any claim arising more than one year after the cause of action

11. Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, government actions, or network failures.

12. Termination

12.1 Termination Rights

Either party may terminate ongoing services with 30 days written notice. We may terminate immediately for:

• Material breach not cured within 14 days notice
• Non-payment of undisputed fees
• Insolvency or bankruptcy

12.2 Effect of Termination

Upon termination, you must pay all outstanding fees and we will return your data in a reasonable format.

13. Subcontractors

We may engage subcontractors to perform services, provided they agree to equivalent obligations regarding confidentiality and data protection.

14. Compliance and Regulatory

We will comply with applicable laws and regulations. You are responsible for compliance with laws applicable to your business and use of our services.

15. Dispute Resolution

15.1 Negotiation

Parties agree to attempt resolution of disputes through good faith negotiation before resorting to formal proceedings.

15.2 Jurisdiction

These Terms are governed by English law, and disputes will be subject to the exclusive jurisdiction of English courts.

16. General Provisions

16.1 Entire Agreement

These Terms, together with specific service agreements, constitute the entire agreement between parties.

16.2 Amendments

We may update these Terms with reasonable notice. Continued use of services constitutes acceptance of updated Terms.

16.3 Severability

If any provision is found unenforceable, the remainder of these Terms shall remain in full force.

16.4 Assignment

We may assign these Terms with reasonable notice. You may not assign without our written consent.

17. Service Level Agreements

Specific service levels, uptime guarantees, and response times will be detailed in individual service agreements where applicable.

18. Emergency Support

Emergency support outside normal business hours may be available for critical issues, subject to additional charges and availability.

19. Contact Information

For questions about these Terms or to report issues:

20. Acceptance

By engaging our services, submitting a service request, or making payment, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.