Provider: Totality Systems

Jurisdiction: England & Wales

1. General Interpretation, Amendments and Acceptance

These Terms constitute the binding agreement between Totality Systems (the “Provider”) and the Client specified on the Client Support Contract Schedule. These terms supersede any prior agreements or verbal understandings. 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. Amendment Rights: Totality Systems reserves the right to modify or amend these terms and conditions at any time without prior individual notification.

  2. Client Responsibility: 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

  3. Deemed Acceptance: The Client acknowledges that their payment of any invoice or continued use of Totality Systems’ services constitutes their express acceptance and binding agreement to any updated terms posted on the website at that time.

2. Scope of Support

  1. Equipment: Totality Systems will only support equipment strictly detailed in the “Equipment Supported Schedule”. Any deviation from this schedule requires a prior written Change Order and will incur additional charges at the prevailing rate card.

  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).

  3. Nature of Service: “Support” includes diagnosis, advice, maintenance, component fitting, or modification. Support is performed solely on components supplied by Totality Systems unless explicitly agreed otherwise in writing.

  4. Parts and Materials:

    • Replacement parts, updates, or upgrades will be charged to the Client separately at the prevailing rates.

    • Used Parts: Totality Systems 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.

  5. 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

  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.

  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 against any claims arising from third-party vendor negligence.

  3. Information Access: To perform services, the Client must provide full access, including administrative credentials (user names, passwords, encryption keys) and hardware documentation. Failure to provide valid credentials within 48 hours of request constitutes a breach of contract, allowing Totality Systems to suspend service immediately without penalty.

  4. Health & Safety: The Client is solely responsible for ensuring their premises are safe for entry by contractors. The Client indemnifies Totality Systems against all claims arising from unsafe working conditions or hazards on the Client’s Premises which were not disclosed in writing prior to arrival.

4. Software and Licences

  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 may offer continued support only as an additional paid service; we have no obligation to maintain EOL systems.

  2. Licensing Costs: The Client bears full responsibility for all software licences, upgrade fees, and subscription costs associated with the Equipment Supported Schedule. Totality Systems does not supply licences unless stated explicitly on the Schedule.

  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 to procure them at cost plus a service administration fee of 20%.

5. Service Availability, Response Times & Downtime

  1. No Uptime Guarantee: Totality Systems 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, service interruptions, or degraded performance may occur due to hardware failure, maintenance, force majeure, or provider constraints.

  2. Exclusion of Downtime Liability: Totality Systems 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. This exclusion applies even if Totality Systems was advised of the possibility of such damage.

  3. Response Times: The standard support and incident response time for all services (including hosted infrastructure) is a maximum of eight (8) hours from receipt of notification in business days or normal working hours.

    • There are no guaranteed “Emergency” or “Critical” priority levels unless explicitly defined in writing and paid for as an upgrade.

    • The eight-hour response target applies to all circumstances, including those that would traditionally be considered high-severity incidents without specific contractual SLA enhancements.

6. Limitation of Liability & Insurance Cover

  1. AS IS Basis: All services are provided “as is”. To the fullest extent permitted by English Law, Totality Systems excludes all warranties, including implied warranties of merchantability or fitness for a particular purpose.

  2. Consequential Loss: Under no circumstances shall Totality Systems be liable to the Client for any indirect, special, incidental, or consequential losses, including but not limited to loss of profit, loss of data, business interruption, loss of reputation, or failure of software functionality, even if advised of the possibility of such damage.

  3. Liability Cap (Insurance Limited): Totality Systems’ liability shall be defined as per our Professional Indemnity and Public Liability insurance policy at the time of the incident in question. A copy of the policy details can be provided upon written request. In no event shall our aggregate liability exceed this insured amount.

  4. Disconnection: In any instance where system failure poses a security risk, Totality Systems 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

  1. Invoicing: Support Contracts are invoiced on a specific date each month in advance via Standing Order. Services may be suspended immediately if payment is not received within seven (7) days of the invoice date.

  2. Additional Costs: Invoices for additional hours, parts, or subscriptions are payable within 14 days.

  3. Default Interest: Overdue amounts will attract interest at a rate of 8% above the Bank of England base rate until settled in full. The Client shall also reimburse Totality Systems for all reasonable collection and legal costs incurred in recovering outstanding debts.

8. Termination

  1. For Cause: Totality Systems may terminate this contract with immediate effect without notice if the Client breaches any material term, including but not limited to non-payment (overdue by more than 28 days), providing unsafe access conditions, or failing to comply with security protocols.

  2. Notice Period for Termination: Either party may terminate a standing monthly agreement on three (3) months written notice. However, upon such termination, the Client is required to settle all outstanding invoices accrued up to the effective date of termination immediately. In addition, Totality Systems reserves the right to charge a cancellation administration fee equaling one (1) month’s contract value if termination occurs without material cause during any initial fixed-term period (if applicable).

9. Data Protection and Cloud Hosting Exclusions

  1. Processor/Controller Roles: Totality Systems acts as a Data Processor in accordance with the UK GDPR for standard support services. For Web Hosting, Email Hosting, DNS, and Cloud Functionality, the Client acknowledges that data is stored and processed on infrastructure owned or managed by Third-Party Providers (Hyperscalers).

  2. Undisclosed Infrastructure: To maintain competitive advantage and security through obscurity, Totality Systems does not disclose specific hardware providers or hosting locations within its contracts unless required for compliance audits agreed upon in writing. The Client acknowledges that reliance on these undisclosed infrastructure policies is at their own risk.

  3. Data Location Risk: For hosted services (Web, Email, DNS, Cloud), there is no guarantee that data will remain within the UK jurisdiction or within a specific legal zone unless explicitly specified in writing. Cross-border data transfers and exposure to foreign laws are accepted by the Client without recourse against Totality Systems for regulatory fines arising from location-specific restrictions.

  4. Provider Failures: The Client agrees to indemnify Totality Systems for any liabilities, GDPR fines, or penalties levied due to security breaches, outages, or data loss occurring within the infrastructure of third-party hosting providers (where Totality Systems is acting as an intermediary). The Client’s remedy in such events shall be directed solely at the underlying provider where appropriate, not Totality Systems.

  5. Backups and Recovery: Backups provided via Cloud Services are offered on a “best effort” basis only. Totality Systems accepts no liability for data loss, incomplete recovery after disaster, or failure of encryption protocols implemented by third-party cloud entities.

10. Dispute Resolution and Governing Law

  1. Jurisdiction: This Agreement is governed by English Law. Any legal action shall be brought in the courts of England and Wales only, excluding any other jurisdiction.

  2. Arbitration: Prior to initiating civil proceedings or arbitration, both parties agree to attempt good faith resolution for a period of fourteen (14) days. If this fails, the prevailing party in any resulting dispute may seek recovery of their legal costs from the losing party.

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