Definitions 

    Agreement:

The agreement for the sale and purchase of IT & Telecoms services and equipment as set out in this document.

    Customer:

The company or individual purchasing IT & Telecoms services from Digi Toolbox Ltd.

    Company / We / Us:

Digi Toolbox Ltd, a company registered in England and Wales.

    Service Commencement Date:

The date from which the minimum contract term, notice periods, and early termination fee calculations are measured, as defined in Clause 12.

    Minimum Contract Term:

The minimum period for which the Customer is committed to purchasing a service, as specified in the accepted estimate or contract, or 12 months where no term is stated.

    Monthly Recurring Charge (MRC):

The monthly fee payable by the Customer for a service as specified in the accepted estimate or contract.

    NCE:

Microsoft’s New Commerce Experience licensing framework, under which Microsoft 365 and other cloud licences are purchased.

1. Estimates & Quotes

1.1  All estimates and quotes are valid for 90 days from the date of issue. After this period the estimate or quote will either be reconfirmed or a new estimate will be provided.

1.2  The quoted price includes a reasonable number of amendments. Additional amendments or substantial modifications may incur extra charges.

2. Acceptance of Work

2.1  Acceptance of an estimate or quote must be confirmed by receipt of a signed contract or written confirmation by email, upon which the work will be scheduled.

3. Payment

3.1  All invoices must be paid in full within 7 days of the invoice date unless otherwise agreed in writing prior to commencement of the service.

3.2  Payment is via Bank Transfer / BACS. Digi Toolbox Ltd is a VAT-registered company.

3.3  Additional work not specified in the agreed estimate or quotation is subject to a separate quotation and may affect the project delivery time.

3.4  A £50 service charge is payable on all overdue balances for reissuing each invoice at 28, 42, 66, and 80 days from the date of the original invoice. This charge is in addition to, and does not replace or limit, any statutory interest accruing under the Late Payment of Commercial Debts (Interest) Act 1998, which Digi Toolbox Ltd reserves the right to claim on all overdue balances.

3.5  Any customer not on direct debit will incur a £5.00 ex VAT administration fee per invoice.

3.6  All fees stated in estimates, contracts, and invoices are exclusive of VAT unless otherwise stated. VAT shall be charged at the prevailing rate where applicable.

4. Title & Risk

4.1  Digi Toolbox Ltd retains title to all equipment supplied until full payment has been received.

4.2  The Customer may not resell, lease, transfer, charge, or otherwise commercially dispose of equipment before full payment is made. The Customer must account to Digi Toolbox Ltd for any proceeds from the sale or disposal and must keep such proceeds separate from any other funds.

4.3  Risk of damage or loss passes to the Customer at the time of delivery, irrespective of whether title to the equipment has been transferred.

5. Delivery & Installation

5.1  Digi Toolbox Ltd will arrange delivery to the agreed site at an agreed date but is not responsible for delays beyond its reasonable control.

5.2  The Customer must provide and finance suitable accommodation and facilities for the operation of the equipment, including appropriate environmental conditions.

5.3  The Customer must finance any necessary building operations for cable ducts, cable holes, or chases. Digi Toolbox Ltd may provide network providers for provisioning exchange lines but is not liable for any delays caused by those providers.

5.4  Installation shall be considered complete upon the Customer’s signature of the acceptance criteria. Minor outstanding issues shall not delay final payment, but an agreed amount may be set aside for resolution.

6. Cloud Licensing

6.1  All Microsoft 365 and other cloud software licences provided by Digi Toolbox Ltd are subject to automatic renewal in accordance with Microsoft’s NCE licensing terms. Notice requirements for cancellation or reduction of licences are set out in Clause 10.4.

6.2  The Customer is responsible for notifying Digi Toolbox Ltd of any required changes to licence quantities in accordance with the notice periods set out in Clause 10.4. Failure to provide timely notice will result in automatic renewal and full charges for the renewed period.

7. Leasing

7.1  If the Customer enters into a financial arrangement with a third party for leasing, they remain liable under this Agreement until full payment is received by Digi Toolbox Ltd.

7.2  If leasing arrangements fall through, this Agreement remains enforceable and full payment remains due.

7.3  Upon activation of the lease and upon Digi Toolbox Ltd receiving full payment from the third party, any monies paid by the Customer will be reimbursed in full.

8. Warranty & Liability

8.1  Digi Toolbox Ltd warrants that equipment provided will be of satisfactory quality and fit for its intended purpose at the time of delivery.

8.2  Digi Toolbox Ltd is not responsible for failures caused by adverse local conditions, misuse, modifications, or non-compliant third-party accessories.

8.3  The Customer indemnifies Digi Toolbox Ltd against any loss, damage, claim, demand, or liability arising from the Customer’s negligence in the operation of the equipment.

8.4  Digi Toolbox Ltd shall not be liable for any indirect, economic, or consequential losses arising from the provision of services, including but not limited to loss of profit, loss of revenue, loss of data, loss of business, or business interruption, regardless of whether such losses were foreseeable or Digi Toolbox Ltd had been advised of the possibility of such losses.

8A.  Liability Cap

8A.1           Subject to clause 8A.3, the total liability of Digi Toolbox Ltd to the Customer in respect of any claim or series of related claims arising under or in connection with any individual service, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall not exceed an amount equal to six months of the fees paid by the Customer for the specific service to which the claim relates, calculated by reference to the monthly recurring charge for that service at the time the claim arises.

8A.2           For the avoidance of doubt, the liability cap set out in clause 8A.1 applies on a per service basis. Where a Customer purchases multiple services under a single estimate or contract, the liability cap for any claim shall be calculated by reference to the fees paid for the specific service to which the claim relates, and not by reference to the total fees paid across all services.

8A.3           Nothing in this clause shall limit or exclude Digi Toolbox Ltd’s liability for:

• Death or personal injury caused by the negligence of Digi Toolbox Ltd or its employees, agents, or subcontractors;
• Fraud or fraudulent misrepresentation; or
• Any other liability which cannot be limited or excluded by applicable law.

8A.4           The Customer shall take all reasonable steps to mitigate any loss or damage suffered. Digi Toolbox Ltd shall not be liable for any loss or damage that could reasonably have been avoided or reduced by the Customer taking such steps.

8A.5           Any claim by the Customer against Digi Toolbox Ltd must be notified in writing within 12 months of the date on which the Customer became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim. Claims notified outside this period shall be time-barred.

8B.  Service Levels

8B.1           Digi Toolbox Ltd provides IT and Telecoms support during standard business hours of 09:00 to 17:30, Monday to Friday, excluding English bank holidays. Any support requested outside of these hours constitutes out of hours support and is subject to additional charges at Digi Toolbox Ltd’s prevailing out of hours rate, as quoted at the time of the request.

8B.2           Digi Toolbox Ltd shall use reasonable endeavours to respond to and resolve support requests in accordance with the following targets, measured during standard business hours as defined in clause 8B.1:

8B.3           The priority of a support request shall be assessed by Digi Toolbox Ltd at the time the request is received, based on the nature and business impact of the issue as described by the Customer. Digi Toolbox Ltd reserves the right to reclassify a support request where the priority assigned by the Customer does not reflect the actual impact of the issue.

8B.4           The response and resolution times set out in clause 8B.2 are targets and not guarantees. Digi Toolbox Ltd shall use reasonable endeavours to meet these targets but shall not be liable for failure to do so where such failure is caused by factors outside its reasonable control, including but not limited to third party supplier delays, network outages, or the Customer’s failure to provide timely access, information, or cooperation.

8B.5           Where Digi Toolbox Ltd fails to meet the response time targets set out in clause 8B.2, the Customer may raise a formal complaint in accordance with Digi Toolbox Ltd’s complaints procedure. Service credits are not payable automatically and are at the discretion of Digi Toolbox Ltd. Any service credit offered shall be the Customer’s sole and exclusive remedy for failure to meet service level targets and shall not give rise to any further claim for loss, damage, or compensation.

8B.6           The Customer shall provide Digi Toolbox Ltd with timely access to systems, premises, and personnel as reasonably required to investigate and resolve support requests. Digi Toolbox Ltd shall not be held liable for delays in response or resolution arising from the Customer’s failure to provide such access or cooperation.

8B.7           Out of hours support requests are considered on a case by case basis, subject to Digi Toolbox Ltd’s prevailing out of hours rates and engineer availability. Response and resolution targets do not apply to out of hours support requests.

8B.8           Where a Customer’s accepted estimate or contract specifies different or enhanced service level targets, those targets shall take precedence over the standard targets set out in clause 8B.2 for that Customer only.

9. Force Majeure

9.1  Neither party shall be liable for any failure or delay in performing its obligations under this agreement where such failure or delay results from events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, fire, flood, pandemic, or government action.

9.2  For the avoidance of doubt, delays or failures caused by Digi Toolbox Ltd’s suppliers, including but not limited to Giacom, Openreach, or network providers, shall not constitute a force majeure event unless the delay or failure is itself caused by an event beyond that supplier’s reasonable control and could not reasonably have been anticipated or mitigated by Digi Toolbox Ltd at the time the contract was entered into. Foreseeable supplier delays, including standard provisioning lead times, installation delays, or routine network maintenance, shall not constitute force majeure.

9.3  The party seeking to rely on a force majeure event shall notify the other party in writing as soon as reasonably practicable, describing the event, its anticipated duration, and the steps being taken to mitigate its effects.

9.4  Where a force majeure event continues for a period of 30 days or more, either party may terminate the affected service by giving 14 days written notice without liability for early termination fees. The Customer shall remain liable for all fees accrued up to the date of termination.

10. Notice Periods & Termination

10.1            Contract Term: The minimum contract term for each service shall be as specified in the accepted estimate or contract. Where no minimum term is stated, the default minimum term shall be 12 months from the service commencement date as defined in Clause 12.

10.2            Notice Period Schedule: To terminate any service, the Customer must serve written notice in accordance with the following schedule:

For any service not listed above, a notice period of 30 calendar days shall apply unless otherwise stated in the accepted estimate or contract.

10.3            How to Serve Notice: Notice of termination must be submitted in writing to cancellations@digitoolbox.com or to the Customer’s named account manager. Notice shall not be considered effective until written acknowledgement of receipt has been issued by Digi Toolbox Ltd. The notice period shall commence from the date that acknowledgement is issued.

10.4            Microsoft 365 and Cloud Licence Renewals: All Microsoft 365 and other cloud software licences provided by Digi Toolbox Ltd are subject to automatic renewal in accordance with Microsoft’s NCE licensing terms. The following cancellation notice requirements apply:

• Monthly NCE licences: The Customer must serve written notice in accordance with clause 10.3 no less than 30 calendar days before the intended cancellation date.
• Annual NCE licences: The Customer must serve written notice in accordance with clause 10.3 no less than 10 working days before the annual renewal date. The renewal date is the anniversary of the service commencement date as defined in Clause 12. Failure to serve notice within this window will result in automatic renewal for the next 12-month period and full charges will apply.

For the avoidance of doubt, a request to cancel or reduce licences constitutes a termination notice for the purposes of this clause and must be served in writing. Verbal or informal requests shall not be actioned until confirmed in writing.

10.5            Fees During Notice Period: The Customer remains liable for all fees accruing during the notice period, whether or not services are actively used. No refund shall be made in respect of fees paid in advance beyond the termination date.

10.6            Post-Term Rolling Continuation: Upon expiry of the minimum contract term, where neither party has served valid notice of termination, the agreement shall automatically continue on a rolling monthly basis. The notice periods set out in clause 10.2 shall continue to apply. The Customer shall be notified of the approaching end of their initial term no less than 14 days before expiry.

10.7            Pricing Out of Contract: Where an agreement continues on a rolling monthly basis following expiry of the minimum contract term, Digi Toolbox Ltd reserves the right to review and revise pricing. The Customer shall be given no less than 30 days written notice of any price change. Continued use of the service following the effective date of the price change shall constitute acceptance of the revised pricing.

10A.  Early Termination

10A.1          Where the Customer terminates a service before the expiry of the minimum contract term, an early termination fee shall be payable by the Customer to Digi Toolbox Ltd.

10A.2          The early termination fee shall be equal to 100% of the monthly recurring charges payable for the unexpired portion of the minimum contract term, calculated from the date of termination to the end of the minimum contract term. The early termination fee applies to recurring service charges only and does not include hardware, equipment, or one-off costs.

10A.3          By way of illustration only: where a Customer is 6 months into a 36-month leased line contract with a monthly recurring charge of £500 and serves notice of early termination, the early termination fee shall be £500 x 30 remaining months = £15,000, payable in full.

10A.4          Where a Customer serves notice of termination but requests an earlier cessation date than the end of the applicable notice period, the full notice period fees shall remain payable regardless of the earlier cessation date.

10A.5          Where Digi Toolbox Ltd incurs termination charges from its own suppliers including but not limited to Giacom, Openreach, or network providers as a direct result of the Customer’s early termination, such charges shall be payable by the Customer in addition to the early termination fee. Digi Toolbox Ltd shall provide written evidence of any such supplier charges upon request.

10A.6          Where the Customer terminates a service as a direct result of a material breach by Digi Toolbox Ltd which has not been remedied within 30 days of written notice of that breach, no early termination fee shall be payable. General dissatisfaction with the service, the availability of alternative providers at a lower price, or a change in the Customer’s business circumstances shall not constitute grounds for termination for cause.

10A.7          Digi Toolbox Ltd reserves the right to terminate any service agreement with immediate effect in the event of non-payment of invoices outstanding for more than 30 days, or material breach of these terms by the Customer. The full early termination fee shall remain payable by the Customer in such circumstances.

10A.8          Early termination fees are due and payable within 14 days of the termination date. Unpaid early termination fees shall accrue interest in accordance with Clause 3.4 and the Late Payment of Commercial Debts (Interest) Act 1998.

11. Minimum Contract Term

11.1            The minimum contract term for each service shall be as specified in the accepted estimate or contract signed by both parties. The minimum contract term is binding from the service commencement date as defined in Clause 12.

11.2            Where no minimum contract term is specified in the accepted estimate or contract, the default minimum term shall be 12 months from the service commencement date.

11.3            The Customer acknowledges that the minimum contract term represents a binding commitment to purchase the services for the full duration stated. Early termination is subject to the early termination fees set out in Clause 10A.

11.4            Upon expiry of the minimum contract term, where neither party has served valid notice of termination, the agreement shall automatically continue on a rolling monthly basis. The notice periods set out in Clause 10.2 shall continue to apply.

11.5            Where an agreement continues on a rolling monthly basis following expiry of the minimum contract term, no new minimum term shall be created unless both parties execute a new estimate or contract in writing.

12. Service Commencement Date

12.1            The service commencement date is the date from which the minimum contract term, notice periods, and early termination fee calculations are measured, determined as follows:

12.2            Connectivity and telecoms services: For broadband, leased lines, SIP trunks, hosted voice, and other connectivity services, the service commencement date shall be the date on which the service is first made live and available for use by the Customer, as confirmed in writing by Digi Toolbox Ltd or the relevant network provider.

12.3            IT support and managed services: For IT support, Microsoft 365, antivirus, backup, and other managed services, the service commencement date shall be the date on which onboarding is completed and the service is first made available to the Customer, as confirmed in writing by Digi Toolbox Ltd.

12.4            Hardware and on-premise installations: For on-premise phone systems and hardware installations, the service commencement date shall be the date on which installation is completed and the Customer signs the acceptance criteria confirming the system is operational.

12.5            Where a delayed start has been agreed in writing, the service commencement date shall be the date on which the service is first made available as confirmed in writing by Digi Toolbox Ltd. Execution of an estimate or contract prior to a delayed start does not itself constitute the service commencement date.

12.6            Digi Toolbox Ltd shall issue written confirmation of the service commencement date to the Customer at the start of each engagement. Where no written confirmation has been issued, the commencement date shall be determined by reference to the first invoice raised for that service.

12.7            Where a Customer purchases multiple services, each service shall have its own service commencement date determined in accordance with this clause. Notice periods and minimum contract terms shall run independently for each service unless the estimate or contract expressly states otherwise.

13. Non-Payment & Dispute Resolution

13.1            If payment is not received when due, Digi Toolbox Ltd will issue reminders via email and telephone.

13.2            The Customer shall assume responsibility for all costs incurred in debt recovery, including legal fees and collection costs.

13.3            Any disputes will be resolved through good faith negotiation in the first instance, and thereafter through arbitration in accordance with the laws of England and Wales.

13A.  Data Protection & UK GDPR

13A.1          Both parties shall comply with all applicable data protection legislation including UK GDPR and the Data Protection Act 2018 in connection with any personal data processed under or in connection with this agreement.

13A.2          Where Digi Toolbox Ltd accesses, processes, or handles personal data belonging to the Customer or the Customer’s clients in the course of delivering IT support or managed services, Digi Toolbox Ltd shall act as a data processor on behalf of the Customer, who shall be the data controller. In such circumstances a Data Processing Agreement shall be executed between the parties prior to commencement of the relevant service.

13A.3          The Data Processing Agreement shall set out the subject matter, duration, nature, and purpose of the processing, the type of personal data involved, and the obligations and rights of both parties in accordance with UK GDPR Article 28.

13A.4          Digi Toolbox Ltd shall implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised access, loss, destruction, or disclosure, proportionate to the risk presented by the processing activities carried out.

13A.5          Where Digi Toolbox Ltd engages sub-processors in the delivery of services, it shall ensure that equivalent data protection obligations are imposed on those sub-processors.

13A.6          In the event of a personal data breach affecting the Customer’s data, Digi Toolbox Ltd shall notify the Customer without undue delay and in any event within 72 hours of becoming aware of the breach.

13A.7          Upon termination of any service, Digi Toolbox Ltd shall at the Customer’s written request either return or securely delete all personal data processed on behalf of the Customer, unless retention is required by applicable law.

13A.8          The Customer is responsible for ensuring that any personal data provided to Digi Toolbox Ltd has been collected and shared in accordance with applicable data protection legislation and that a lawful basis exists for the processing carried out by Digi Toolbox Ltd on its behalf.

14. Data Circuits & Additional Charges

14.1            All data circuits are subject to a site survey. Additional charges may be imposed following a site survey where the proposed solution requires works or infrastructure not anticipated at the time of quotation.

14A.  Variation

14A.1          No variation to these terms and conditions shall be valid or binding unless made in writing and signed by an authorised representative of both parties.

14A.2          No verbal agreement, informal email exchange, or course of dealing between the parties shall constitute a variation of these terms unless confirmed in a written document signed by both parties.

14A.3          Digi Toolbox Ltd reserves the right to update these terms and conditions from time to time. The Customer will be notified of any material changes no less than 30 days before they take effect. Continued use of Digi Toolbox Ltd services following notification shall constitute acceptance of the revised terms.

14A.4          Where there is any conflict between these terms and conditions and the terms of an accepted estimate or contract, the terms of the accepted estimate or contract shall take precedence to the extent of the conflict.

14B.  Price Review & Uplift

14B.1          Digi Toolbox Ltd reserves the right to review and adjust the pricing for any service on an annual basis. Any price increase shall take effect no earlier than the first anniversary of the service commencement date.

14B.2          The Customer shall be given no less than 30 days written notice of any price increase, issued to the Customer’s registered email address or nominated billing contact.

14B.3          Where a service is within its minimum contract term, any price increase shall not exceed the higher of: (a) the percentage change in the Consumer Prices Index (CPI) as published by the Office for National Statistics for the 12 months preceding the review date; or (b) 5% above the monthly recurring charge applicable at the time of the review. This cap does not apply to services operating on a rolling monthly basis following expiry of the minimum contract term.

14B.4          Continued use of the service following the effective date of a price change shall constitute the Customer’s acceptance of the revised pricing. Where the Customer does not accept a price increase notified during the minimum contract term, the Customer must serve written notice of termination in accordance with Clause 10. Early termination fees set out in Clause 10A shall apply.

14B.5          Where Digi Toolbox Ltd’s own supplier costs increase during a contract term as a direct result of changes imposed by network providers, Microsoft, or other third party suppliers, Digi Toolbox Ltd reserves the right to pass through such increases to the Customer with no less than 30 days written notice, regardless of the CPI cap set out in clause 14B.3. Digi Toolbox Ltd shall provide written evidence of the supplier price increase upon request.

15. Governing Law

15.1            This agreement and any dispute or claim arising out of or in connection with it, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of England and Wales.

15.2            Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.

16. Acceptance of Terms

16.1            By engaging with Digi Toolbox Ltd for IT & Telecoms services, the Customer agrees to all terms and conditions as set out in this document.

16.2            These terms apply to all services provided by Digi Toolbox Ltd to the Customer, including all subsequent engagements, unless superseded by a separately signed agreement.

16.3            Digi Toolbox Ltd reserves the right to modify these Terms and Conditions at any time. The latest version applies to all future transactions. Material changes will be notified to existing customers with no less than 30 days notice.