Note: These Terms and Conditions are intended for use in business-to-business (B2B) transactions only. By engaging the Services, the Client warrants that they are acting in a professional capacity and not as a “consumer” as defined by the Consumer Rights Act 2015.
Provider: Totality Systems Ltd
Jurisdiction: England & Wales
1. General Interpretation, Amendments and Acceptance
1.1 General Interpretation and Supersession
These Terms constitute the binding agreement between Totality Systems Ltd (the “Provider”) and the Client specified on the Business Client Support Contract Schedule (formerly the “Client Support Contract Schedule”). These terms expressly supersede, override, and render void any prior agreements, signed contracts, schedules, or verbal understandings between the parties. The Provider makes no warranties other than those explicitly stated herein. In particular, the provision of services is based on a Commercially Reasonable Effort basis rather than “best efforts” or guaranteed results.
1.2 Amendment Rights and Notification
Totality Systems Ltd reserves the right to modify or amend these terms and conditions at any time. Any such updates or amendments shall be notified to the Client via email, on invoices, or through formal service reminders.
1.3 Client Responsibility and Web-Based Terms
It is the Client’s sole responsibility to monitor this contract for changes. For the most up-to-date version of our current Terms, please visit: https://www.totalitysystems.com/ legal.
1.4 Continuity of Service and Deemed Acceptance
The Client acknowledges that payment of any invoice or continued use of Totality Systems Ltd’s services constitutes express acceptance of any updated terms posted on the website at that time. Where a previously signed contract specifies a fixed period, the continued provision of support and receipt of payment shall signify that the support contract continues under the arrangement of the most recent version of these Terms hosted online.
1.5 Automatic Renewal and Termination
Any support agreement shall automatically continue on a repeated monthly basis under the updated terms as published on the Provider’s website, unless a formal notice of termination is issued by either party in or accordance with Section 8 (Termination).
1.6 Definition of Schedule
For the avoidance of doubt, all references within these Terms and Conditions to the “Client Support Contract Schedule” or “Equipment Supported Schedule” shall refer exclusively to the Business Client Support Contract Schedule.
2. Scope of Support
2.1 Equipment
Totality Systems Ltd will only support equipment strictly detailed in the Business Client Support Contract Schedule. Any deviation from this schedule requires a prior written Change Order and will incur additional charges at the prevailing rate card.
2.2 Service Types
This contract covers IT Support, Maintenance, Web Hosting, Email Hosting, DNS Management, and Cloud Functionality as outlined in the Schedule. Specific service availability for hosted services is subject to Section 5 (Uptime & Availability).
2.3 Nature of Service
“Support” includes diagnosis, advice, maintenance, component fitting, or modification. Support is performed solely on components supplied by Totality Systems Ltd unless explicitly agreed otherwise in writing. For the avoidance of doubt, the Services provided under this Agreement do not include data recovery services, nor does the Provider accept any obligation to restore lost, corrupted, or deleted data; such services are considered outside the scope of this Support Contract.
2.4 Parts and Materials
2.4.1 Replacement Costs
Replacement parts, updates, or upgrades will be charged to the Client separately at the prevailing rates.
2.4.2 Used Parts
Totality Systems Ltd reserves the right to fit used, refurbished, or sound surplus components in lieu of new ones without prior notice. All such items are provided “AS IS” with no warranty regarding durability beyond a period not exceeding fourteen (14) days from installation unless specified otherwise.
2.4.3 Exclusions
This contract does not cover support for non-listed equipment, unauthorised modifications by third parties, damage caused by power failure or environmental conditions without backup protection, or force majeure events.
3. Client Obligations and Indemnity
3.1 Operational Compliance
The Client warrants that all user access, passwords, and operating environments will be maintained in strict accordance with the manufacturer’s specifications and IT Security best practices.
3.2 Third-Party Liability
If a service call is triggered by third-party software/hardware or non-Totality Systems equipment causing a failure, the costs incurred are payable immediately by the Client. The Client agrees to indemnify Totality Systems Ltd against any claims arising from third-party vendor negligence.
3.3 Information Access
To perform services, the Client must provide full access and administrative credentials (user names, passwords, encryption keys) and hardware documentation. Failure to provide valid credentials within 48 hours of request constitutes a material breach of contract, allowing Totality Systems Ltd to suspend service immediately without penalty.
3.4 Health & Safety
The Client is solely responsible for ensuring their premises are safe for entry by contractors. The Client indemnies Totality Systems Ltd against all claims arising from unsafe working conditions or hazards on the Client’s Premises which were not disclosed in writing prior to arrival.
3.5 Exclusivity of Administration
To ensure system integrity and clear lines of responsibility, Totality Systems Ltd shall retain primary administrative control over all supported devices listed in the Business Client Support Contract Schedule. The Client agrees that no other support personnel, internal IT staff, or third parties shall perform unauthorised configuration or maintenance on these devices. Any unauthorised intervention by third parties may void warranty coverage and relieve the Provider of any liability for resulting system failures, security breaches, or service interruptions.
4. Software and Licences
4.1 Support Scope
Support is limited to the version of software active at the time of support initiation. If a manufacturer ceases support (End of Life), Totality Systems Ltd may offer continued support only as an additional paid service; we have no obligation to maintain EOL systems.
4.2 Licensing Costs
The Client bears full responsibility for all software licences, upgrade fees, and subscription costs associated with the Business Client Support Contract Schedule. The Provider may, at its discretion, facilitate the procurement of software licences or service subscriptions for the Client via a separate invoice. Such transactions are strictly limited to the provision of the licence/subscription only; they do not extend the scope of support or any service level guarantees unless expressly agreed otherwise in writing.
4.3 Specialist Support
Where resolution requires third-party specialists (e.g., OS vendors), the Client agrees to pay all such costs directly or authorise Totality Systems Ltd to procure them at cost plus a service administration fee of 20%.
5. Service Availability, Response Times & Downtime
5.1 No Uptime Guarantee
Totality Systems Ltd makes no guarantee regarding system uptime, availability, or uninterrupted access for any hosted services (including Web Hosting, Email Hosting, DNS, and Cloud Functionality). The Client acknowledges that downtime or degraded performance may occur due to hardware failure, maintenance, or provider constraints.
5.2 Exclusion of Downtime Liability
Except in cases of gross negligence or wilful misconduct by the Provider, Totality Systems Ltd shall not be liable for any losses, damages, or costs arising from service unavailability, downtime, delays in transmission, loss of data caused by outage, or business interruption resulting from reliance on the Services.
5.3 Response Times
The standard incident response time is a maximum of eight (8) hours from receipt of notification during business days. There are no guaranteed “Emergency” priority levels unless explicitly defined in writing and paid for as an upgrade.
6. Limitation of Liability & Insurance Cover
6.1 AS IS Basis
All services are provided “as is”. To the fullest extent permitted by English Law, Totality Systems Ltd excludes all warranties, including implied warranties of merchantability or fitness for a particular purpose.
6.2 Exclusion of Consequential Loss
Under no circumstances shall Totality Systems Ltd be liable to the Client for any indirect, special, incidental, or consequential losses, including but not limited to loss of profit, loss of data, corruption of data, business interruption, or loss of reputation.
6.3 Aggregate Liability Cap
Notwithstanding any other provision of this Agreement, the Provider’s total aggregate liability to the Client for all claims, losses, or damages arising under or in connection with this Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—shall be strictly limited to the limit of the Provider’s professional indemnity insurance policy held at the time the claim arises.
Nothing in these terms shall limit or exclude the Provider’s liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
6.4 Emergency Disconnection
In any instance where system failure poses a security risk, Totality Systems Ltd reserves the right to disconnect or shut down systems immediately without notice to mitigate damage; no liability shall attach for resulting operational disruption.
7. Payment Terms
7.1 Invoicing
Support Contracts are invoiced monthly in advance via Standing Order. Services may be suspended immediately if payment is not received within seven (7) days of the invoice date.
7.2 Additional Costs
Invoices for additional hours, parts, or subscriptions are payable within 14 days.
7,3 Default Interest
Overdue amounts will attract interest at a rate of 8% above the Bank of England base rate. The Client shall reimburse Totality Systems Ltd for all reasonable collection and legal costs incurred in recovering outstanding debts.
7.4 Suspension of Services due to Non-Payment
In the event of any overdue payment, Totality Systems Ltd reserves the right to immediately suspend all hosted services and administrative access until the account is brought current. For the avoidance of doubt, such suspension may include, but is not limited to, the deactivation of DNS Records, Domain Hosting, Website Files, and Email Configurations. The Client acknowledges that such suspension is a direct consequence of the Client’s failure to meet financial obligations and shall not constitute a breach of contract by the Provider.
8. Termination and Handover Procedures
8.1 Termination for Cause
Totality Systems Ltd reserves the right to terminate this Agreement with immediate effect, without notice, should the Client commit a material breach of any term herein. Such breaches include, but are not limited to:
- (a) Failure to settle any undisputed invoice within twenty-eight (28) days of its due date;
- (b) Failure to maintain a safe working environment for the Provider’s personnel;
- (c) Any unauthorised intervention by third parties on supported equipment as defined in Section 3.5; or
- (d) Any action by the Client that compromises the security or integrity of the Provider’s network or other Clients’ data.
8.2 Termination for Convenience (Notice Period)
Either party may terminate a standing monthly agreement by providing three (3) months’ prior written notice. During the notice period, all services shall continue to be provided, and all fees shall remain payable in accordance with the terms of this Agreement until the effective date of termination.
8.3 Handover and Decommissioning Services
The Client acknowledges that the transition of IT infrastructure and administrative control to a new service provider involves significant administrative effort, including decommissioning, documentation retrieval, and the secure release of credentials. To facilitate a formal handover, the following shall apply:
- (a) Handover Fee: The Provider shall charge a “Decommissioning and Handover Fee,” calculated at the Provider’s prevailing hourly rate, to cover the professional time required to prepare documentation, audit configurations, and execute the transfer of assets.
- (b) Administrative Requirements: The provision of handover services is subject to the Client having settled all outstanding invoices for services rendered up to the effective date of termination.
8.4 Release of Administrative Credentials and Assets
Upon the successful completion of the decommissioning process and the settlement of all outstanding fees (including any Handover Fees), the Provider shall release all administrative credentials, documentation, and control of supported assets to the Client or their designated successor.
8.5 Limitation of Liability Post-Handover
Once the Provider has executed the transfer of control and released the relevant credentials/documentation, the Provider shall be released from any and all liability regarding the operational continuity, data integrity, or security of the transferred assets. The Client assumes all responsibility for the management of such assets following the handover.
9. Data Protection and Cloud Hosting
9.1 Processor/Controller Roles
Totality Systems Ltd acts as a Data Processor in accordance with the UK GDPR for standard support services. The specific details regarding the nature of the processing, the categories of personal data involved, and the technical and organisational security measures implemented by the Provider are set out in our Data Processing Addendum (DPA), which is incorporated into and forms part of these Terms and Conditions.
9.2 Infrastructure and Sub-processors
To maintain network security, the Provider does not disclose specific hardware providers or exact hosting locations unless required for a formal compliance audit. The Client acknowledges that the Provider manages sub-processors in accordance with standard industry practices to ensure service continuity and security.
9.3 Data Location Risk
For hosted services, there is no guarantee that data will remain within the UK jurisdiction unless explicitly specified in writing. The Client accepts the risks associated with cross-border data transfers necessitated by third-party cloud infrastructure providers.
9.4 Provider Failures
The Client agrees to indemnify Totality Systems Ltd for any liabilities or penalties levied due to outages or data loss occurring within the infrastructure of third-party hosting providers.
9.5 Backups and Recovery
Backups provided via Cloud Services are an additional paid service and are provided strictly on a “best effort” basis. It remains the Client’s sole responsibility to maintain independent, internal backup protocols to ensure data redundancy.
9.6 Service Suspension and Data Access
In the event of a payment dispute or termination where financial settlement is outstanding, the Provider may exercise its right to suspend services as outlined in Section 7.4. The Client acknowledges that such suspension of services (including DNS, Hosting, and Email) will render the associated data inaccessible via the Provider’s infrastructure until the account is brought current.
10. Dispute Resolution and Governing Law
10.1 Jurisdiction
This Agreement is governed by English Law. Any legal action shall be brought in the courts of England and Wales only.
10.2 Arbitration
Prior to initiating civil proceedings, both parties agree to attempt good faith resolution for a period of fourteen (14) days. If this fails, the prevailing party may seek recovery of their legal costs from the losing party.
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