Effective date: 1 September 2026. This document is published by Thomas Wilson trading as TDEW Solutions.
1. Parties and business use
This Master Services Agreement (“MSA”) is between Thomas Wilson trading as TDEW Solutions (“I”, “me”, “my”) and the business customer identified in an Order, Service Order, quotation, proposal or Statement of Work (“you”, “your”). It is intended only for services purchased wholly or mainly for trade, business, craft or professional purposes. Consumer purchases are governed by my Consumer Service Terms & Conditions instead.
2. Contact details
Thomas Wilson trading as TDEW Solutions
Correspondence address: Suite RA01, 195-197 Wood Street, London E17 3NU
Email: tom@tdewsolutions.com
Telephone: 0333 335 7906
3. Contract documents and priority
The contract may comprise the applicable Order or Statement of Work, service-specific terms, this MSA, an Acceptable Use Policy, applicable data-processing terms and documents expressly incorporated by reference. A specific Order or service-specific term prevails over this MSA to the extent it expressly addresses and conflicts with the same subject matter.
4. Orders and services
Each accepted Order identifies the services purchased and may specify price, billing frequency, commencement, minimum term, renewal, resources, support, service levels, dependencies and third-party products. Services may include Website Care, managed web hosting, VPS or dedicated-server services, server administration, email, domains, backups, security services, website maintenance, remote IT support and other agreed technology or business-support services. I am required to provide only the services expressly included in an accepted Order.
5. My obligations
I will provide the services with reasonable care and skill, use reasonable efforts to deliver them in accordance with the applicable Order, and maintain reasonable administrative and security measures for systems under my control. Unless expressly guaranteed in an Order or SLA, estimates of completion, response or technical outcome are not guarantees.
6. Your obligations
You must provide accurate information, cooperate reasonably, keep billing and contact details current, secure your credentials, use the services lawfully, comply with applicable acceptable-use requirements, hold the necessary rights to content and data you provide, maintain appropriate independent backups where responsibility is not expressly assigned to me, and pay charges when due.
7. Charges, VAT and payment
You must pay the charges in the applicable Order, including any disclosed setup, recurring, usage, management, licence, domain, hardware or third-party charges. Unless stated otherwise, prices exclude VAT where VAT is legally chargeable. If I become required to charge VAT, it may be added as required by law. Unless an Order states another due date, invoices are due within 14 days. A genuine invoice dispute must be raised promptly; undisputed sums remain payable.
8. Late payment and suspension
Where permitted by law, I may claim statutory interest and applicable recovery costs on qualifying overdue business debts. I may suspend affected services for material non-payment after reasonable notice where appropriate. I may also suspend immediately where reasonably necessary to address a serious security threat, unlawful use, material acceptable-use breach, infrastructure risk or legal requirement.
9. Hosting resources and acceptable use
Resource allocations are those stated in the applicable package or Order. An advertised allowance does not permit unlawful use or use that materially threatens security, stability or other customers. You must not use services for malware, unauthorised intrusion, unlawful unsolicited communications, fraud, intellectual-property infringement, unlawful material or interference with infrastructure or other users.
10. Security
You are responsible for protecting credentials supplied to you and must notify me promptly of suspected compromise. I may implement reasonable protective measures and temporarily restrict access where necessary to investigate or contain a credible threat.
11. Third-party infrastructure, software and domains
Services may depend on datacentres, carriers, registrars, software and licensing vendors, certificate authorities, payment processors and other upstream suppliers. I am not in breach solely because an independent third-party service fails outside my reasonable control, but this does not excuse obligations remaining within my control. Third-party software and domain services remain subject to applicable licence, registry and registrar rules.
12. Backups, maintenance and availability
Backup arrangements are those stated in the Order. Unless expressly guaranteed, backups are a recovery measure and not an absolute guarantee that every version of every file can be restored; you should retain independent copies of business-critical data where appropriate. I may carry out planned or emergency maintenance. Unless an SLA expressly states otherwise, I do not guarantee 100% uninterrupted availability.
13. Support and changes
Support is limited to the scope in the applicable package or Order. Development, redesign, unrelated consultancy, third-party repair or recovery from customer-caused changes may be separately chargeable. Either party may request a change; a material change to scope, price, timing or resources requires agreement unless an existing contract term expressly provides otherwise.
14. Confidentiality
Each party must keep the other’s confidential information confidential and use it only as reasonably necessary to perform or receive the services. This does not apply to information lawfully public, already lawfully known, independently developed, lawfully obtained from another source or required to be disclosed by law.
15. Data protection
Each party must comply with applicable data-protection law. Where I process personal data on your behalf as a processor, any data-processing terms required by law will apply, including appropriate provisions on instructions, confidentiality, security, subprocessors, assistance, breaches and deletion or return.
16. Intellectual property
Each party retains intellectual property owned before the services. Third-party software remains owned by its respective owner. Ownership or licensing of bespoke work will be set out in the applicable Order or Statement of Work. You grant me a limited right to use material you provide only as reasonably necessary to deliver the services and warrant that you have the rights needed for that purpose.
17. Term and termination
This MSA continues until terminated, while individual Orders may have separate terms. Where an Order has no minimum commitment and states no other notice period, either party may terminate it on 30 days’ written notice. A fixed-term Order cannot ordinarily be ended for convenience before its minimum term unless the Order permits it. Either party may terminate an affected Order for material breach where the breach is not remedied within 14 days after written notice, where capable of remedy; an irremediable material breach may justify immediate termination subject to law.
18. Consequences of termination and migration
Accrued charges remain payable, rights to use terminated services end, and provisions intended to survive continue. Data is handled according to the Order and applicable retention arrangements. Where reasonably practicable I may provide migration assistance, which may be chargeable if outside the included service.
19. Warranties
Each party warrants that it has authority to enter the contract. I warrant that I will provide the services with reasonable care and skill. Except where expressly stated in an Order, no particular commercial outcome is guaranteed.
20. Liability
Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited. Subject to those exceptions and to applicable law, my aggregate liability arising out of or in connection with an affected Order will not exceed 100% of the fees paid or payable under that Order during the 12 months immediately preceding the event giving rise to the claim; where the Order has existed for less than 12 months, the cap is 100% of fees paid or payable from commencement to that event. The parties acknowledge that the allocation of risk, charges and insurance arrangements are relevant to this commercial limitation.
21. Business and indirect losses
Subject to liabilities that cannot lawfully be excluded and applicable reasonableness requirements, I will not be liable for indirect or consequential loss, or loss of profit, revenue, anticipated savings, business or opportunity, except to the extent an applicable Order expressly provides otherwise.
22. Force majeure
Neither party is responsible for failure or delay caused by an event genuinely outside its reasonable control, except that this does not excuse payment already properly due. The affected party must take reasonable steps to mitigate the effect.
23. Subcontracting and assignment
I may use appropriately selected subcontractors and upstream providers while remaining responsible for obligations placed on me except where the contract expressly provides otherwise. Neither party may assign the contract without the other’s consent, not to be unreasonably withheld, except where expressly permitted or as part of a legitimate transfer of the relevant business.
24. Notices
Formal notices may be sent to the contact details in the applicable Order. Notices to me may be sent to tom@tdewsolutions.com or the correspondence address above unless the Order requires another method. Each party must keep contact details current.
25. General
The contract documents constitute the agreement concerning their subject matter. Nothing excludes liability for fraud or fraudulent misrepresentation. Material variations must be agreed unless a lawful contractual change mechanism applies. If a provision is unlawful or unenforceable, the remainder continues where legally possible. Failure to exercise a right is not automatically a waiver. Unless expressly stated, a person who is not a party has no right to enforce the contract under the Contracts (Rights of Third Parties) Act 1999.
26. Governing law and jurisdiction
This MSA and non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have jurisdiction, subject to any mandatory rule providing otherwise.