TDEW Solutions Business Support, Emergency Remote Business Support & Website Care Services Agreement

Last Updated & Effective Date: August 28, 2026

Working Hours (UK Time): TDEW Solutions’ working days are Monday to Friday only. Working hours are 9am to 5pm, with a 45-minute lunch break from 12:00–12:45. Clients are billed only for working time; therefore, the 45-minute lunch break is deducted from billable time on each working day.

Time Off / Non-Working Days: TDEW Solutions will not be available on Saturdays or Sundays, bank or public holidays applicable in England and Wales, on ad hoc non-working days already shown as unavailable in the calendar, or during personal holidays. Any such unavailable dates shown in the calendar will be treated as non-working days for scheduling and service delivery purposes and therefore not charged. Final prices will take account of these non-working days as shown in the calendar.

Before You Begin: Please read this Agreement carefully before booking, purchasing, subscribing to, or using Business Support Services, Emergency Remote Business Support, Managed Website Care, or Website Content Updates & Development from TDEW Solutions.

This Agreement is intended for business-to-business (B2B) services only. By accepting this Agreement, you confirm that you are entering into it wholly or mainly for purposes relating to your trade, business, craft, profession, organisation, or other commercial activity and not as a consumer. If you are acting wholly or mainly outside such purposes, you must not accept this Agreement or purchase the Services under it.

You must be at least 18 years old and have legal capacity and authority to enter into this Agreement.

Onboarding & Agreement Process

Before any Services commence, you shall complete a provisional proposal of work through my online intake form. You will then have an opportunity to discuss the proposed scope, timing, fees, dependencies, and any material assumptions with me.

Until the final Agreement and applicable proposal or statement of work have been accepted, neither party is obliged to proceed. Before acceptance, I may revise the proposed scope or terms where reasonably necessary to reflect consultation, availability, technical findings, or changed requirements. Any material change to price, scope, timing, liability allocation, or other material commercial term will be brought to your attention before acceptance.

The binding agreement consists of this Agreement together with the final proposal, statement of work, booking confirmation, or other scope document expressly incorporated into it (the “Service Order”). If there is a conflict, the Service Order takes priority only where it expressly states that it overrides a particular provision of this Agreement.

Acceptance may take place by electronic signature, ticking or selecting an acceptance control, or an express written acceptance by email or another electronic method used in the onboarding workflow. A time-stamped copy or electronic record of the accepted terms will be retained and made available to both parties. An invoice will then be produced where payment is due in advance. Advance payment secures the relevant booking, Allocated Service Time, project slot, or maintenance period.

1. Introduction & Scope of Services

This Agreement governs the following three categories of B2B service provided by Thomas Wilson trading as TDEW Solutions (“I”, “me”, “my”, or “TDEW Solutions”) to the business, organisation, or other commercial client purchasing those services (“Client”, “you”, or “your”): (1) Business Support; (2) Emergency Remote Business Support; and (3) Website Care Services.

Unless a Service Order expressly states otherwise, Services are provided remotely and may include:

Business Support: General administrative assistance, customer communication support, data entry, spreadsheet work, online research, document preparation, records work, workflow scheduling, and related business-support tasks.

Emergency Remote Business Support: Prioritised remote assistance for urgent administrative, customer-service, data/records, website-update, or comparable business-support requirements. “Emergency” or “urgent” describes the requested priority only. It does not create a 24-hour, seven-day, guaranteed response-time, guaranteed restoration-time, or guaranteed-availability service unless a specific Service Order expressly states a service level in writing. Work remains subject to my actual availability, working hours, existing confirmed bookings, technical access, and the agreed scope.

Website Care Services: These consist of two distinct services. Managed Website Care is a rolling managed technical-environment service charged at £29.99 per month, unless a later Service Order expressly records an agreed change. It covers only the managed hosting/technical-environment activities expressly described in the Service Order and does not by itself include content changes, bespoke development, redesign, SEO, paid third-party licences, domain charges, migrations, or other project work. Website Content Updates & Development is project/hourly website work charged at £40 per hour, normally subject to a one-hour minimum and thereafter in 15-minute increments where stated in the Service Order. It may include content changes, WordPress work, HTML/CSS/JavaScript changes, troubleshooting, development, configuration changes, and related technical tasks.

If a website or system is hosted or controlled by a third party, you must provide the access reasonably required for the agreed work (for example hosting, SFTP/FTP, DNS, CMS or WordPress administrator access) and confirm that you have authority to grant that access.

The exact Services, deliverables, estimated or allocated time, fees, commencement date, and any project-specific assumptions will be set out in the applicable Service Order.

Any work materially outside the agreed scope requires written agreement before it is undertaken. Where additional work is reasonably required because of an issue that could not reasonably have been identified when the estimate was prepared, I will inform you and obtain approval before incurring material additional charges, except where immediate action is reasonably necessary to prevent or limit security, data, or service damage and you have expressly authorised emergency work.

2. Eligibility and Authority

You must be aged 18 or over and have full authority to enter into this Agreement personally or on behalf of the business or organisation identified in the Service Order. Verification details may be requested where reasonably necessary. TDEW Solutions provides Services under this Agreement on a B2B basis only.

If you accept this Agreement on behalf of a company, partnership, charity, association, or other organisation, you warrant that you have authority to bind that organisation.

3. Independent Contractor Status

TDEW Solutions operates as an independent sole trader business under Thomas Wilson. Nothing in this Agreement creates an employment relationship, partnership, agency, fiduciary relationship, or joint venture between the parties. Neither party may bind the other except where expressly authorised in writing.

4. Service Structure, Duration & Term

4.1. Project work. For project-based work, this Agreement applies for the duration of the relevant Service Order. The project ends when the agreed scope has been completed and accepted or otherwise treated as complete under the Service Order, subject to any provisions that survive completion or termination.

4.2. Ongoing arrangements. For ongoing weekly or monthly rolling arrangements, the Agreement continues until terminated by either party on fourteen (14) days’ written notice, subject to Section 10.

4.3. Minimum charge and estimates. Website updates and development tasks are subject to a one-hour minimum charge where stated in the Service Order. Estimates are provided in good faith and are not fixed-price commitments unless expressly described as a fixed quote. Legacy code, third-party systems, hosting restrictions, undisclosed defects, or other matters that could not reasonably have been identified in advance may affect time and cost. Material additional work remains subject to the approval process in Section 1.

4.4. No guaranteed availability outside allocated time. Unless expressly agreed otherwise, I am not required to provide Services outside the dates, hours, or Allocated Service Time confirmed in the Service Order or booking calendar.

4.5. Consultation bookings. A callback, telephone consultation, or face-to-face consultation booked through the TDEW Solutions calendar is a 30-minute scoping appointment unless the booking confirmation expressly states otherwise. The calendar reserves only that 30-minute interval. It does not reserve the remainder of that day, create an obligation to commence substantive work immediately after the consultation, or prevent other available consultation or work periods from being booked.

4.6. Managed Website Care. Managed Website Care is a rolling monthly service. The monthly fee secures the managed-care service for the relevant paid billing period; it is not a bank of development hours and does not roll into Website Content Updates & Development. Additional project or content work is separately chargeable where agreed.

5. Commencement of Work

Work shall commence only after the applicable Service Order and this Agreement have been accepted and any required advance payment has cleared, unless I expressly agree otherwise in writing.

Services will be performed on mutually agreed dates or from the formally designated commencement date. For ongoing weekly or monthly arrangements, work will commence on the agreed start date following receipt of the required first advance payment.

Any timetable depends on the Client providing required instructions, approvals, content, access, and other dependencies on time. Where a Client dependency is delayed, the timetable may be reasonably adjusted.

6. Acceptable Use, Unlawful Activity & Suspension

6.1. You shall not request, instruct, authorise, or use the Services for unlawful or abusive activity. Prohibited activities include distributing malicious software, conducting or facilitating unauthorised cyber attacks, phishing, unlawful spam, infringement of third-party intellectual property rights, unlawful processing of personal data, or unauthorised use of systems or computing resources.

6.2. I may refuse an instruction or immediately suspend the affected Services where I reasonably believe that continuing them would be unlawful, expose either party or a third party to a material security risk, infringe third-party rights, or materially breach Section 6.1. Where reasonably practicable and lawful, I will tell you the reason for the suspension and give you an opportunity to remedy the issue.

6.3. I may terminate the affected Service Order immediately by written notice where the prohibited activity is serious, incapable of remedy, or is not remedied within a reasonable period after notice.

6.4. You shall indemnify TDEW Solutions against third-party claims, damages, liabilities, and reasonable legal costs to the extent directly arising from Client-supplied material or an instruction that you knew, or reasonably ought to have known, was unlawful or infringed a third party’s intellectual property or privacy rights. This indemnity does not apply to the extent that the claim was caused by my unauthorised alteration, misuse, negligence, or failure to follow your lawful instructions. I shall notify you promptly of any indemnified claim, allow you reasonable participation in its defence, and take reasonable steps to mitigate loss.

7. Pricing, Payment Methods & Allocated Time

7.1. Fees are based on agreed hourly rates, fixed project quotes, or retainers as detailed in the Service Order or invoice. Unless otherwise agreed in writing, invoices are payable immediately upon receipt.

7.1A. Website Care pricing. Unless a Service Order expressly records another agreed price, Website Content Updates & Development is charged at £40 per hour and Managed Website Care is charged at £29.99 per month. Managed Website Care is billed in advance for each monthly period. Any future change to the recurring Managed Website Care price will be notified in writing before it takes effect and will apply prospectively only; it will not alter a period already paid for.

7.1B. Business and Emergency pricing. Business Support and Emergency Remote Business Support are charged at the rate, package price, or calculated amount shown in the applicable proposal, booking confirmation, Service Order, or invoice. An urgent request does not authorise additional charges that have not been disclosed and agreed, except for an expressly authorised emergency action under Section 1.

7.2. For ongoing work, an advance payment equal to the first selected billing period must be paid before commencement, and subsequent billing periods are payable in advance to secure Allocated Service Time or a maintenance slot.

7.3. Clients pay invoices by the payment method stated on the invoice, which may include UK bank transfer (Faster Payments) or standing order. Payment instructions will be supplied securely on the invoice or through the agreed billing process.

7.4. Late payment and suspension. If an undisputed invoice remains unpaid after its due date, I may claim any statutory interest and fixed-sum debt recovery compensation to which I am entitled under the Late Payment of Commercial Debts (Interest) Act 1998.

Except where there is fraud, insolvency, a serious security risk, or a repeated pattern of non-payment, I will give at least five (5) Business Days’ written notice before suspending Services for non-payment. Suspension will, so far as reasonably practicable, be limited to Services connected with the unpaid amount. I will not suspend Services solely because of an amount that you have disputed in good faith before suspension, provided you have paid all undisputed amounts and supplied reasonable details of the dispute.

I am not responsible for delay directly and reasonably resulting from a lawful suspension under this Section, but nothing in this Section excludes liability for my own negligence or for liability that cannot lawfully be excluded.

7.5. Unused Allocated Service Time. Unless the Service Order expressly states that time rolls over, unused Allocated Service Time expires at the end of the billing period for which it was purchased where the time was genuinely reserved and made available for you. Time that could not be provided because of my unavailability, or that is refundable under Section 10, does not expire without credit or refund. Any agreed rollover must be confirmed in writing.

7.6. Taxes. Fees are exclusive of VAT unless the invoice or Service Order states otherwise. VAT will be charged only where legally applicable.

8. Client Responsibilities, Access & Backups

8.1. You are responsible for providing accurate and sufficiently complete instructions, necessary source materials, lawful and secure access credentials, and timely decisions, approvals, and feedback.

8.2. You are responsible for ensuring that you have authority to provide all systems, accounts, content, personal data, and credentials made available to me.

8.2A. Website content and permissions. For Website Care Services, you remain responsible for the legality, accuracy, licensing and ownership/permission status of content, trademarks, images, copy, databases, software, credentials and other materials you instruct me to use. You must not provide credentials or access that you are not authorised to disclose.

8.3. Website backups. Unless backup services are expressly included in the Service Order, you remain responsible for maintaining an appropriate backup regime for your website and data. Before I undertake maintenance or development work that I reasonably consider capable of materially affecting website or data integrity, I will either: (a) take a suitable backup where that is within the agreed scope and technically available; or (b) give you reasonable notice that a current backup should be confirmed before the work proceeds.

For urgent security work, I may proceed without advance notice where delay would reasonably increase risk, but I will take reasonable precautions appropriate to the circumstances.

8.4. I am not liable for loss or delay to the extent caused by your failure to provide required dependencies, by inaccurate instructions, by your failure to maintain or confirm a backup after reasonable notice under Section 8.3, or by pre-existing errors, vulnerabilities, incompatibilities, or instabilities that I did not cause and could not reasonably have identified before commencing the affected work.

8.5. Section 8 does not exclude or limit liability for data loss or other damage to the extent caused by my failure to exercise the reasonable skill and care required by Section 9.

9. Warranties & Standard of Service

9.1. I shall perform the Services with reasonable care and skill and with the diligence reasonably expected of a competent provider of comparable business support and website services.

9.2. Defects and re-performance. If a material error, omission, or defect in the Services results from my failure to comply with Section 9.1, I will, where reasonably possible, correct or re-perform the affected work without additional charge.

You should notify me of an apparent defect as soon as reasonably practicable and normally within fourteen (14) days after delivery. That 14-day period does not prevent you from reporting a latent defect that could not reasonably have been discovered during that period, provided you notify me within a reasonable time after discovering it.

If correction or re-performance is impossible or would be disproportionate, I will provide an appropriate reduction or pro-rata refund of the charges attributable to the materially defective work. This contractual remedy does not exclude any remedy that cannot lawfully be excluded.

9.3. I do not warrant that websites, third-party platforms, hosting, plugins, themes, integrations, or other third-party systems will be continuously available or error-free. I do not guarantee particular commercial results, sales, rankings, traffic, revenue, or business growth.

9.3A. Managed Website Care limitations. Managed Website Care is a reasonable-care technical management service, not an absolute uptime, cybersecurity, backup-recovery, malware-prevention, search-ranking or uninterrupted-availability guarantee. Third-party hosting infrastructure, registries, DNS providers, certificate authorities, plugins, themes, software vendors, networks and upstream services may fail outside my reasonable control. Any specific uptime or service-level commitment applies only if expressly stated in the Service Order.

9.3B. Emergency support limitations. I will use reasonable endeavours to assess and perform accepted Emergency Remote Business Support promptly within the confirmed scope and availability, but I do not guarantee that an emergency issue can be fixed, reversed or completed within a particular time unless a written Service Order expressly guarantees that result.

9.4. Client materials. You warrant, to the best of your knowledge and belief after reasonable enquiry, that material information and instructions supplied by you for the Services are accurate and sufficiently complete for their intended use, and that you have the rights, permissions, and lawful basis reasonably necessary for me to use Client-supplied materials and personal data in accordance with this Agreement.

9.5. Nothing in this Agreement excludes any term, warranty, condition, right, or remedy to the extent that it cannot lawfully be excluded or restricted. No additional warranty or condition is implied merely because a particular commercial outcome has been discussed. Where an implied term may lawfully be limited, it is limited only to the extent that doing so is reasonable and consistent with this Agreement.

10. Cancellation, Termination & Refunds

10.1. Advance payment secures the specific booking, project allocation, Allocated Service Time, or maintenance period identified in the Service Order.

10.2. Individual booking/task cancellation. You may cancel a particular booking or technical task by giving at least forty-eight (48) hours’ written notice before its scheduled start. This is a task-level cancellation only and does not terminate an ongoing weekly or monthly arrangement. If work has already commenced, you must pay for work reasonably performed and any non-cancellable third-party cost that you expressly approved.

Where less than 48 hours’ notice is given, I may charge for time that was specifically reserved and which I could not reasonably reallocate, but I will not charge more than the amount attributable to that reserved booking.

10.3. Rolling arrangements. Either party may terminate an ongoing weekly or monthly rolling arrangement on fourteen (14) days’ written notice. The 14-day notice governs termination of the overall rolling arrangement and is separate from Section 10.2.

10.3A. Managed Website Care termination. Managed Website Care is included within Section 10.3. Where notice expires part-way through a billing period already paid for, service will normally continue until the end of that paid period unless the parties agree an earlier end date. Any refund legally or contractually due will be calculated under Section 10.5; no charge is imposed for a future renewal period that has not become due.

10.3B. Emergency booking cancellation. Cancellation of an Emergency Remote Business Support booking is governed by Section 10.2. If no work has started and reserved time can reasonably be reallocated, no charge will be made merely because the request was described as urgent. Approved non-cancellable third-party costs and work already properly performed remain payable.

10.4. Termination for breach. Either party may terminate the affected Service Order by written notice if the other commits a material breach and, where the breach is capable of remedy, fails to remedy it within fourteen (14) days after written notice requiring remedy. A party may terminate immediately for a material breach that is incapable of remedy, fraud, unlawful activity, or insolvency where termination is legally permitted.

10.5. Refunds and final account. On cancellation or termination, I will calculate: (a) Services properly performed up to the effective termination date; (b) time properly reserved and chargeable under Section 10.2; (c) approved, non-cancellable third-party costs; and (d) any other sums properly due.

If advance payments exceed those amounts, I will provide a prompt pro-rata refund of the balance by bank transfer or another agreed method. There will be no blanket forfeiture of advance payments for Services not provided or time that was not validly reserved and chargeable.

10.6. Termination does not affect rights, obligations, or liabilities accrued before termination.

11. Intellectual Property

11.1. Client materials. You retain ownership of your pre-existing materials, brand assets, content, data, and other intellectual property supplied to me. You grant me a non-exclusive, royalty-free licence for the duration of the Services to use those materials only as reasonably necessary to perform the Services.

11.2. Bespoke deliverables. Subject to full payment of all amounts due for the relevant deliverable, I assign to you, with full title guarantee to the extent I own them, the intellectual property rights in bespoke deliverables created specifically and exclusively for you under the relevant Service Order, excluding Retained Materials and third-party materials. The assignment takes effect automatically on full payment.

11.3. Retained Materials. I retain ownership of all intellectual property existing before the engagement or developed independently of the bespoke deliverable, including reusable tools, templates, libraries, code frameworks, snippets, methods, processes, know-how, generic components, and improvements to them (“Retained Materials”).

Where Retained Materials are embedded in or necessary to use a paid bespoke deliverable, I grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, copy, operate, maintain, modify, and permit your contractors to maintain or modify those Retained Materials solely as incorporated in, or reasonably necessary to use and maintain, that deliverable. You may not extract and commercially exploit Retained Materials as a standalone product unless separately agreed.

11.4. Third-party materials. Third-party software, themes, plugins, fonts, libraries, stock assets, open-source components, and other third-party materials remain subject to their respective licence terms. I will not purport to transfer ownership of rights that I do not own.

11.5. Moral rights. To the extent permitted by law and reasonably necessary for the Client to use a bespoke deliverable as intended, I will not assert moral rights in a manner that prevents such use, modification, or maintenance.

12. Confidentiality

12.1. Each party (the “Receiving Party”) shall keep confidential and use only for the purposes of this Agreement information belonging to the other party (the “Disclosing Party”) that: (a) is marked or identified as confidential; (b) consists of access credentials, security information, trade secrets, non-public financial information, personal data, client/customer lists, or proprietary technical or operational information; or (c) by its nature and the circumstances of disclosure a reasonable business person would understand to be confidential.

12.2. The Receiving Party may disclose Confidential Information only to personnel, professional advisers, insurers, or approved subcontractors who need it for the purposes of this Agreement and who are subject to appropriate confidentiality obligations.

12.3. Confidential Information does not include information that the Receiving Party can show was lawfully public without breach of this Agreement, already lawfully known without restriction, independently developed without use of the Confidential Information, lawfully received from a third party without confidentiality restriction, or required to be disclosed by law or a competent authority.

12.4. Where disclosure is legally required, the Receiving Party shall, where lawful and reasonably practicable, notify the Disclosing Party in advance and disclose only what is legally required.

12.5. These confidentiality obligations survive termination for two (2) years, except that obligations relating to trade secrets, access credentials, and personal data continue for so long as the information remains protected as a trade secret, remains a live credential, or must be protected under applicable data protection law.

13. Data Protection

13.1. Each party shall comply with Data Protection Legislation applicable to its own processing activities. “Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 where applicable, and any legislation that amends, replaces, or supplements them from time to time.

13.2. The parties acknowledge that their respective roles depend on the relevant processing activity. Where I process personal data on your behalf as your processor, Annex A applies and forms part of this Agreement. Where I process personal data for my own business administration, legal compliance, accounting, security, or establishment, exercise, or defence of legal claims, I may act as an independent controller for that processing.

13.3. Change in law. If a material change in Data Protection Legislation materially increases the cost or burden of performing the Services, the parties shall discuss in good faith any reasonably necessary change to the affected Service Order. Neither party is required by this Section to agree to a change that would cause it to breach applicable law.

14. Professional Indemnity Insurance

I shall maintain professional indemnity insurance that is reasonably appropriate to the nature and scale of the Services and with a limit of indemnity not less than the liability cap that would apply under Section 17.4 at the time the policy is placed or renewed.

On reasonable written request, I will provide reasonable evidence of current cover, such as a certificate of insurance, subject to redaction of commercially sensitive information. I will notify you within a reasonable time if I become aware that the required cover has lapsed or been materially reduced and is not promptly replaced.

Nothing in this Section increases the contractual liability cap in Section 17.

15. Anti-Bribery and Anti-Corruption

Each party shall, in connection with the Services, comply with the Bribery Act 2010 and any other anti-bribery or anti-corruption law that is directly applicable to that party’s performance of this Agreement. Neither party shall offer, promise, give, request, or accept a bribe in connection with the Services.

16. Force Majeure

16.1. Neither party shall be in breach of this Agreement, or liable for delay or failure in performance, to the extent caused by an event beyond its reasonable control that could not reasonably have been avoided or overcome (“Force Majeure Event”). Examples may include natural disasters, widespread utility or telecommunications failures, major hosting outages outside the affected party’s control, civil unrest, governmental action, or serious public-health emergencies.

A Force Majeure Event does not include lack of funds or a failure to pay money when due.

16.2. The affected party shall notify the other as soon as reasonably practicable, use reasonable endeavours to mitigate the effects, and resume performance as soon as reasonably practicable.

16.3. If a Force Majeure Event materially prevents performance of the affected Services for thirty (30) consecutive days, either party may terminate the affected Service Order on written notice without liability for future unperformed Services. Fees remain payable for Services properly performed before termination, and any excess advance payment will be refunded under Section 10.5.

17. Limitation of Liability

17.1. Non-excludable liabilities. Nothing in this Agreement excludes or limits either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited; or (d) deliberate unlawful conduct.

17.2. Excluded categories of loss. Subject to Sections 17.1 and 17.3, neither party shall be liable to the other for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, or business opportunity, except to the extent that such loss constitutes a direct and reasonably foreseeable result of the relevant breach and cannot lawfully be excluded.

17.3. Data loss and restoration. Loss or corruption of data is not excluded where it is directly caused by my negligence or breach of this Agreement. Subject to Section 17.1, my liability for such loss is limited to the reasonable and proportionate cost of restoring or reconstructing the affected data to the extent reasonably possible, together with other direct loss recoverable under this Agreement, and remains subject to the aggregate cap in Section 17.4. I am not liable for data loss to the extent it results from the Client’s failure to comply with Section 8.3 after reasonable notice, or from a pre-existing defect or third-party failure for which I am not responsible.

17.4. TDEW Solutions aggregate cap. Subject to Section 17.1, my total aggregate liability arising out of or in connection with a Service Order, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise, shall not exceed the greater of: (a) £5,000; and (b) the total fees paid or payable by you under the affected Service Order during the twelve (12) months immediately preceding the event giving rise to the claim, or, where the Service Order has existed for less than 12 months, the total fees paid or payable under it up to that event.

17.5. Client aggregate cap. Subject to Section 17.1 and Section 17.6, your total aggregate liability arising out of or in connection with a Service Order shall be subject to the same cap calculated under Section 17.4.

17.6. Client indemnity exceptions. The cap in Section 17.5 does not apply to amounts properly payable under Section 6.4 to the extent arising from knowing or reasonably apparent unlawful activity or third-party intellectual property/privacy infringement by Client-supplied materials, but the indemnity remains limited by its own terms and by applicable law.

17.7. Mitigation and contribution. Each party shall take reasonable steps to mitigate loss. Neither party is liable to the extent that loss was caused or increased by the other party’s act, omission, breach, or failure to take reasonable mitigating steps.

17.8. Reasonableness. The parties acknowledge that the limitations in this Section are intended to allocate commercial risk having regard to the nature and price of the Services, the availability of insurance, and the Client’s ability to maintain backups and business-continuity arrangements. Nothing in this acknowledgement prevents a court from applying any statutory reasonableness test that applies.

18. Dispute Resolution

18.1. If a dispute arises out of or in connection with this Agreement, the parties shall first attempt in good faith to resolve it through direct negotiations between persons authorised to settle the dispute.

18.2. If the dispute has not been resolved within fourteen (14) days after written notice of the dispute, either party may give notice requiring mediation. Unless the parties agree another mediator within seven (7) days, the mediation shall be arranged through the Centre for Effective Dispute Resolution (CEDR) or, if CEDR is unavailable, another independent mediation provider agreed by the parties. The mediation shall take place remotely or in England and Wales unless otherwise agreed.

18.3. Once mediation has been required under Section 18.2, the parties shall attempt mediation before commencing ordinary court proceedings. This does not prevent either party from: (a) seeking urgent interim or injunctive relief; (b) commencing proceedings where reasonably necessary to avoid expiry of a limitation period; or (c) pursuing an undisputed debt.

18.4. If mediation does not resolve the dispute within thirty (30) days after the mediator is appointed, either party may commence court proceedings.

19. Boilerplate Provisions

19.1. Entire Agreement and pre-contract statements. This Agreement and each applicable Service Order constitute the entire agreement concerning their subject matter and supersede prior discussions, proposals, and understandings relating to that subject matter. Each party acknowledges that it has not relied on a statement that is not set out in the Agreement or applicable Service Order. Nothing in this Section excludes or limits liability for fraud or fraudulent misrepresentation. Any material commitment agreed during onboarding should be included in the final Service Order before acceptance.

19.2. Variation. After acceptance, no variation of this Agreement or a Service Order is effective unless it is recorded in writing and expressly agreed by both parties. “In writing” includes email and other durable electronic communications, and agreement may be evidenced by electronic signature or express electronic acceptance. The pre-contract revision process described under “Onboarding & Agreement Process” does not permit unilateral amendment after acceptance.

19.3. Assignment and subcontracting. Neither party may assign or transfer this Agreement or a Service Order without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed. I may use subcontractors for non-data-processing aspects of the Services where I remain responsible for their performance. Any sub-processor handling Client Personal Data is governed by Annex A.

19.4. Notices. Formal notices under this Agreement shall be in writing and sent to the primary business email address most recently notified by the receiving party. A notice is deemed received when it enters the recipient’s information system, provided the sender does not receive an automated delivery-failure message. Notices of proceedings or documents that must by law be served by another method are not governed exclusively by this Section.

19.5. Severance. If any provision is held invalid, illegal, or unenforceable, it shall be treated as modified to the minimum extent necessary to make it valid and enforceable where lawful; if that is not possible, it shall be deleted. The remainder of the Agreement remains in effect.

19.6. Waiver. A failure or delay in exercising a right does not waive that right. A waiver is effective only if given in writing and only for the specific circumstance for which it is given.

19.7. Third-Party Rights. Unless this Agreement expressly states otherwise, no person other than the parties has a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

19.8. Order of precedence. If documents forming the contract conflict, the following order applies unless a later document expressly states otherwise: (1) an expressly agreed written variation; (2) the applicable Service Order; (3) this Agreement; and (4) other incorporated documents.

19.9. Survival. Sections concerning payment obligations accrued before termination, Intellectual Property, Confidentiality, Data Protection and Annex A, Limitation of Liability, Dispute Resolution, Governing Law and Jurisdiction, and any other provision which by its nature is intended to continue, survive expiry or termination to the extent necessary to give them effect.

20. Governing Law & Jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales. Subject to Section 18, the courts of England and Wales have exclusive jurisdiction.

ANNEX A: DATA PROCESSING SCHEDULE

This Annex applies only where TDEW Solutions processes Client Personal Data on behalf of the Client as a processor. It forms part of the Agreement.

A1. Definitions and Roles

“Client Personal Data” means personal data processed by TDEW Solutions on behalf of the Client in connection with the Services.

“Controller”, “processor”, “personal data”, “personal data breach”, “processing”, and “data subject” have the meanings given by applicable Data Protection Legislation.

For processing covered by this Annex, the Client is the controller and TDEW Solutions is the processor, except to the extent the parties’ actual roles under Data Protection Legislation differ for a particular processing activity.

The Client is responsible for determining the purposes and lawful basis of the processing, providing legally compliant instructions, providing required privacy information, and ensuring that its instructions do not cause TDEW Solutions to breach Data Protection Legislation.

A2. Processing Details

Subject matter: Business Support, Emergency Remote Business Support, Managed Website Care, website content updates, maintenance, development, troubleshooting, configuration, and related Services described in the applicable Service Order.

Duration: For the period during which TDEW Solutions performs the relevant Services and, after termination, only for the limited period reasonably necessary to return, securely delete, or place beyond use Client Personal Data, subject to legal retention requirements and normal secure backup-deletion cycles.

Nature of processing: Accessing, viewing, collecting where instructed, recording, organising, structuring, storing, retrieving, consulting, updating, altering, transmitting, restricting, backing up where included in scope, deleting, and otherwise handling Client Personal Data as reasonably necessary to perform the Services.

Purpose: To provide the Services documented in the applicable Service Order and the Client’s documented instructions.

Types of personal data: Depending on the Service Order, this may include names, business and personal contact details, account identifiers, customer or user records, correspondence, enquiry records, transaction or order information, website account information, IP addresses and technical logs, support records, scheduling information, and other personal data supplied or made accessible by the Client. Special category data and criminal-offence data are not intended to be processed unless expressly identified and agreed in writing before processing begins.

Categories of data subjects: Depending on the Service Order, this may include the Client’s customers and prospective customers, website users, subscribers, suppliers, contractors, business contacts, employees, workers, volunteers, representatives, and other individuals whose personal data is contained in systems or materials to which the Client gives access.

Controller’s rights: The Client may issue lawful documented instructions, receive information reasonably necessary to demonstrate compliance with Article 28, authorise or object to sub-processors as set out below, request reasonable assistance with data-subject rights and compliance obligations, and exercise the audit rights in A10.

Controller’s obligations: The Client shall ensure that it has a lawful basis and all necessary notices, permissions, and authority for the processing; provide lawful and sufficiently clear documented instructions; use appropriate security for its own systems and credentials; and not instruct TDEW Solutions to process personal data unlawfully.

A3. Documented Instructions

TDEW Solutions shall process Client Personal Data only on the Client’s documented instructions, including instructions in the Agreement, Service Order, and durable written communications such as email, unless processing is required by UK law.

Where UK law requires processing outside the Client’s instructions, TDEW Solutions shall inform the Client of that legal requirement before processing unless the law prohibits such notification on important grounds of public interest.

If TDEW Solutions reasonably believes an instruction infringes Data Protection Legislation, it shall inform the Client without undue delay and may suspend the affected processing while the parties clarify or amend the instruction.

TDEW Solutions shall not process Client Personal Data for its own unrelated purposes. If it determines the purposes and means of processing outside the Client’s instructions, its legal role and responsibilities will be determined by Data Protection Legislation.

A4. Confidentiality

TDEW Solutions shall ensure that any person authorised to process Client Personal Data is subject to an appropriate duty of confidentiality, whether contractual or statutory, and receives access only to the extent reasonably necessary for the Services.

A5. Security

Taking account of the state of the art, implementation costs, the nature, scope, context and purposes of processing, and the risks to individuals, TDEW Solutions shall implement appropriate technical and organisational measures designed to provide a level of security appropriate to the risk in accordance with Article 32 UK GDPR.

Measures will be proportionate to the Services and may include, where appropriate: access controls and least-privilege access; strong authentication; secure credential handling; encryption in transit and, where appropriate and available, at rest; system and software updates; malware protection; secure backups where backup services are within scope; confidentiality controls; incident-management procedures; and reasonable processes for reviewing the effectiveness of security measures.

The Client acknowledges that no internet-connected system can be guaranteed absolutely secure.

A6. Sub-processors

The Client gives general written authorisation for TDEW Solutions to use sub-processors reasonably necessary to provide the Services, subject to this Section. Where a Service Order expressly requires specific prior authorisation instead, that requirement prevails.

Before a new sub-processor begins processing Client Personal Data under the general authorisation, TDEW Solutions shall give the Client reasonable written notice of the intended appointment or replacement and an opportunity to object on reasonable data-protection grounds.

TDEW Solutions shall enter into a written contract with each sub-processor imposing data-protection obligations that provide an equivalent level of protection for Client Personal Data to the Article 28 obligations applicable under this Annex, taking account of the services performed by that sub-processor.

TDEW Solutions remains responsible to the Client for the sub-processor’s performance of those data-protection obligations to the extent required by Data Protection Legislation.

If the Client reasonably objects to a proposed sub-processor and the parties cannot resolve the objection, TDEW Solutions may offer a reasonable alternative. If no reasonable alternative is available, either party may terminate only the affected Service Order or processing activity on written notice, with a pro-rata refund of prepaid fees for Services that cannot then be provided.

A7. International Transfers

TDEW Solutions shall not make a restricted transfer of Client Personal Data outside the UK unless the transfer is permitted by Data Protection Legislation.

Where a restricted transfer requires an appropriate safeguard, TDEW Solutions shall ensure that an applicable lawful transfer mechanism is in place, which may include UK adequacy regulations, the ICO’s International Data Transfer Agreement, the UK Addendum to approved EU Standard Contractual Clauses, or another safeguard lawfully available at the relevant time, together with any legally required transfer risk assessment or supplementary measures.

Where Client Personal Data is processed in the EEA or another jurisdiction recognised by the UK as providing adequate protection, the transfer will be handled in accordance with the applicable UK transfer rules.

A8. Data Subject Rights

Taking into account the nature of the processing, TDEW Solutions shall provide reasonable assistance through appropriate technical and organisational measures, insofar as reasonably possible, to enable the Client to respond to requests by data subjects exercising their rights under Data Protection Legislation.

If TDEW Solutions receives a request directly from a data subject relating to Client Personal Data, it shall promptly forward the request to the Client and shall not respond substantively except on the Client’s documented instructions or where required by law.

A9. Assistance, Breaches and Regulatory Compliance

Taking into account the nature of processing and information available to it, TDEW Solutions shall provide reasonable assistance to the Client with its obligations concerning security of processing, personal data breach notification, communication of breaches to affected individuals, data protection impact assessments, and prior consultation with the ICO where required by Data Protection Legislation.

TDEW Solutions shall notify the Client without undue delay after becoming aware of a personal data breach affecting Client Personal Data and shall provide information reasonably available to it to assist the Client in meeting applicable notification obligations. Information may be supplied in phases as it becomes available.

Nothing in this Annex requires TDEW Solutions to admit legal liability when reporting or investigating an incident.

A10. Compliance Information, Audits and Inspections

TDEW Solutions shall make available to the Client information reasonably necessary to demonstrate compliance with the Article 28 obligations reflected in this Annex.

On reasonable written notice, TDEW Solutions shall allow and reasonably contribute to audits or inspections by the Client or an independent auditor mandated by the Client concerning processing under this Annex, subject to reasonable confidentiality, security, scope, and scheduling requirements.

Unless an audit is required by a regulator, follows a material personal data breach attributable to TDEW Solutions, or identifies a material breach of this Annex, the Client shall bear its own audit costs and reimburse reasonable additional time incurred by TDEW Solutions where an audit is unusually burdensome or duplicative. Audits shall, where reasonably possible, rely first on available documentation and shall not require disclosure of information that would compromise another client’s confidentiality or system security.

TDEW Solutions shall promptly inform the Client if, in its opinion, an instruction concerning an audit infringes Data Protection Legislation.

A11. Return and Deletion

At the end of the relevant processing Services, TDEW Solutions shall, at the Client’s choice, return or securely delete Client Personal Data and delete existing copies, unless UK law requires continued storage.

Where immediate deletion from backups or archives is not technically practicable, the data shall be placed beyond ordinary use, remain protected under this Annex, and be deleted in accordance with the applicable secure backup or retention cycle.

This Section does not require deletion of data that TDEW Solutions must retain as an independent controller for legal, regulatory, accounting, insurance, or legal-claims purposes, provided such retention is lawful and limited to what is necessary.

A12. Records and Cooperation

Where required by Data Protection Legislation, TDEW Solutions shall maintain appropriate records of processing carried out on behalf of the Client and cooperate with the ICO or another competent supervisory authority in the performance of its lawful functions.

A13. Priority and Survival

If there is a conflict between this Annex and another provision of the Agreement concerning processor obligations for Client Personal Data, this Annex prevails to the extent of that conflict.

The provisions of this Annex survive termination for so long as TDEW Solutions retains or processes Client Personal Data on the Client’s behalf or otherwise remains subject to an obligation that is intended by law or by its nature to continue.

Service-specific proposal, consultation and booking details form part of the applicable Service Order. Please check availability and continue only if you have read and understood this Agreement.