Kinetic - General Commercial Terms
These General Commercial Terms apply to Kinetic’s business-to-business supply of services and related products (including managed IT support, cyber security services, cloud management, telecommunications coordination, and optional add-ons), unless overridden by Specific Terms in an Order, Statement of Work, Service Description, or Managed Services Agreement.
Contents
- Interpretation
- Contract structure and precedence
- Services and scope
- Support, projects, and fair use
- Fees, billing, and price changes
- Third-party services and minimum terms
- Onboarding, offboarding, and customer responsibilities
- Backup and SaaS data protection
- Security controls, incidents, and refusal of advice
- Data protection and regulatory matters
- Confidentiality
- Suspension, termination, and handover
- Liability and business interruption
- Resale, assignment, and subcontracting
- General legal terms
1. Interpretation
1.1 Definitions
1.2 Interpretation
- References to writing include email.
- Headings are for convenience and do not affect interpretation.
- “Including” and similar words are illustrative and do not limit meaning.
2. Contract structure and precedence
2.1 The Contract is made up of (in order of precedence):
- the Order (including any special terms and commercial schedule),
- the Service Description (including scope and fair usage),
- any Specific Terms (for example carrier terms, vendor subscription terms, backup terms, or finance terms), and
- these General Commercial Terms.
2.2 If there is a conflict, the higher-precedence document applies to the extent of the conflict.
2.3 Marketing and website descriptions are indicative only and do not form part of the Contract unless expressly incorporated into the Order.
3. Services and scope
3.1 Kinetic will provide the Services in accordance with the Order and Service Description, using reasonable care and skill.
3.2 Services are delivered within the scope defined in the Service Description. Anything outside scope may be treated as a Project or chargeable work.
3.3 Unless expressly agreed in writing, Kinetic does not warrant that Services will be uninterrupted or error-free.
4. Support, projects, and fair use
4.1 Unlimited day-to-day support
4.1 Where a plan includes “unlimited support”, this means support is not capped by ticket count. It remains subject to scope and fair use.
4.2 Projects
4.2 Projects are scoped and approved separately unless the Order includes bundled Project time.
4.3 Where bundled Project time exists, it is applied as set out in the Service Description. Any excess is billable at the agreed rate.
4.3 Fair use and recurring issues
4.4 Kinetic may review usage where:
- the same issues recur due to known underlying causes (for example end-of-life hardware, unsupported software, repeated user compromise, or refusal to implement agreed security controls), or
- the volume of requests is materially above what is reasonable for the environment and service level.
4.5 If fair use concerns arise, Kinetic will discuss remediation, plan changes, and or reclassification of work as Project or out-of-scope chargeable work.
4.4 Development work
4.6 Unless expressly included in the Order, software development work is excluded from bundled Project time and is chargeable. Examples include (but are not limited to):
- modification of source code,
- database modifications or schema changes,
- design, build, or generation of custom reports (including report templates and integrations).
5. Fees, billing, and price changes
5.1 Billing basis and customer notification
5.1 Fees are billed monthly in advance (unless stated otherwise) and are calculated based on the number and type of supported users, devices, Protected Identities, services, and any metered usage.
5.2 The Customer must notify Kinetic promptly of additions or removals (including onboarding and offboarding). If removals are not notified, charges continue until the next billing cycle following notification.
5.2 Annual increase
5.3 On each Contract anniversary, Kinetic may increase recurring service fees by the percentage change in the UK Retail Price Index (RPI) over the preceding 12 months, subject to:
- a minimum increase of 2%, and
- a maximum equal to the RPI increase for the preceding 12 months.
5.4 If RPI is zero or negative, fees will still increase by 2% and no reduction will apply.
5.3 Supplier price increases
5.5 Kinetic may pass on supplier or Third-Party Services price increases where those services form part of the Customer’s solution. Where practical, Kinetic will give reasonable notice of the change.
5.4 Payment terms
5.6 Invoices are payable within the time stated on the invoice or Order. All fees are exclusive of VAT.
5.7 Late payment may result in service suspension on reasonable notice.
5.5 ITDR overage
5.8 Where Services include ITDR (or equivalent identity monitoring), charges are based on the number of Protected Identities, not the number of IT Users, unless the Order states otherwise.
5.9 If Protected Identities exceed IT Users in scope, Kinetic may apply an additional monthly charge per additional identity as stated in the Order or price list. If not stated, Kinetic will quote and obtain approval before applying recurring overage charges.
5.10 Kinetic may calculate Protected Identities using monitoring tools and or relevant admin portals and will provide the identity count on request.
6. Third-party services and minimum terms
6.1 Third-Party Services are outside Kinetic’s direct control and may be subject to supplier terms, changes, outages, minimum terms, auto-renewals, and early termination charges.
6.2 Minimum terms, renewals, or early termination charges from third-party providers remain the Customer’s responsibility even if the Contract ends.
6.3 Examples of Third-Party Services include (but are not limited to):
- internet provision and leased lines,
- telecoms and mobile SIMs,
- SaaS subscriptions (for example Microsoft, Google, Dropbox, Adobe, Apple, Foxit),
- security and backup platforms,
- hardware finance and warranties.
6.4 Where Kinetic acts as reseller or coordinator, Kinetic’s responsibility is limited to procurement, configuration, and administration within the access available, unless expressly agreed otherwise.
7. Onboarding, offboarding, and customer responsibilities
7.1 Customer responsibilities
7.1 The Customer will:
- provide accurate information and reasonable cooperation,
- maintain valid licences and legal rights to use all systems and services,
- provide access (including admin access where required) and ensure nominated contacts are available for approvals,
- notify Kinetic of staffing changes (joiners, leavers, role changes) that impact access and security,
- notify Kinetic of infrastructure changes that affect support, security, or monitoring,
- notify Kinetic if any third-party engineers or suppliers will attend site where this may impact Kinetic-managed systems,
- treat Kinetic staff respectfully and ensure a safe working environment (see clause 12.4).
7.2 Onboarding and offboarding
7.2 Onboarding and offboarding tasks are treated as day-to-day support if included in the Service Description. Where a leaver process is delayed due to lack of notice, Kinetic is not responsible for resulting access risks.
8. Backup and SaaS data protection
8.1 Backup management within support
8.1 Where agreed in writing and where systems are in place and accessible, Kinetic will provide monitoring and management of the Customer’s existing backup systems as part of support.
8.2 “Agreed in writing” includes acceptance of an Order, Service Description, or written email confirmation that backup management has been handed over to Kinetic and is within scope.
8.2 Optional backup services
8.3 Dedicated backup services for SaaS platforms and cloud data (for example Microsoft 365, Google Workspace, Dropbox, Adobe, Apple iCloud, Foxit and others) are typically separate, optional services unless the Order states they are included.
8.4 If SaaS backup is not included, Kinetic may still assist with configuration, administration, and advice, but the Customer retains responsibility for deciding what is backed up, retention requirements, and funding the service.
8.3 Backup restoration limits
8.5 Kinetic will use reasonable care in monitoring and managing backup systems where provided or managed, but does not guarantee that:
- backups will be free from corruption,
- all data can be restored, or
- recovery time objectives will meet specific business needs unless expressly agreed in writing.
9. Security controls, incidents, and refusal of advice
9.1 No guarantee of prevention
9.1 Kinetic provides layered cyber security tooling and monitoring as described in the Service Description. However, no cyber security solution can guarantee prevention of all security incidents.
9.2 Kinetic does not warrant that the Services will prevent ransomware attacks, malware infection, phishing compromise, credential theft, data exfiltration, or zero-day exploits.
9.2 Incident assistance
9.3 In the event of a security incident, Kinetic will provide reasonable assistance in containment, remediation, and recovery in line with the Service Description, but is not responsible for:
- ransom payments,
- loss of revenue or profit,
- reputational damage,
- regulatory penalties, or
- third-party claims.
9.4 The Customer remains responsible for maintaining appropriate cyber insurance coverage.
9.3 Mandatory security controls and refusal of advice
9.5 Kinetic may make security recommendations including (but not limited to) enabling MFA, replacing end-of-life systems, applying critical patches, implementing backup services, and removing unsupported software.
9.6 Where the Customer refuses or delays implementation of recommended security controls, Kinetic shall not be liable for any loss, damage, breach, or incident arising directly or indirectly from that refusal.
9.7 Where refusal creates material risk, Kinetic may reclassify scope, limit liability exposure, suspend Services, and or terminate in accordance with clause 12.
9.4 Customer refusal of MFA
9.8 If the Customer refuses to implement MFA (or equivalent) for privileged and user access where recommended by Kinetic, Kinetic may treat this as a material security risk and may suspend or limit Services that require secure access until remedied.
9.5 SaaS availability
9.9 Kinetic does not control or operate third-party SaaS platforms and is not responsible for outages, service degradation, platform-side data loss, vendor security incidents, or changes in retention policy.
9.10 Kinetic’s responsibility is limited to configuration and management within the administrative access available to it.
10. Data protection and regulatory matters
10.1 The Customer remains the Data Controller for its data. Kinetic acts as a Data Processor where applicable.
10.2 Kinetic is not liable for regulatory fines, penalties, or enforcement action arising from:
- the Customer’s internal data handling practices,
- user behaviour,
- failure to follow security recommendations, or
- third-party system compromise.
11. Confidentiality
11.1 Each party will keep the other party’s confidential information confidential and will use it only to perform obligations under the Contract, unless disclosure is required by law.
11.2 Kinetic may share information with subcontractors and suppliers where necessary to deliver the Services, provided they are bound by appropriate confidentiality obligations.
12. Suspension, termination, and handover
12.1 Term and notice
12.1 The term and notice period are as stated in the Order. If not stated, either party may terminate on 30 days’ written notice to end at the end of the next billing cycle.
12.2 Suspension and termination for risk
12.2 Kinetic may suspend or terminate Services immediately where:
- invoices remain unpaid after the due date and reasonable notice has been given, or
- continued service would create an unacceptable security, legal, or operational risk.
12.3 Abusive behaviour
12.3 Kinetic may suspend or terminate Services where the Customer (or its staff or agents) behave abusively towards Kinetic staff (including verbal abuse, harassment, threats, or physical aggression) or where the working environment is unsafe.
12.4 Handover
12.4 On termination, Kinetic will provide reasonable handover assistance within scope. Project-style offboarding, data export, or extensive documentation may be chargeable unless included in the Order.
12.5 90-day money back guarantee
12.5 Any 90-day money back guarantee applies only where explicitly stated in the Order and is intended for new customers (including “new logo” customers). Unless the Order states otherwise, it does not apply to renewals or existing customers.
12.6 Where it applies, it covers support fees only and excludes third-party licences, hardware, projects, and usage-based charges.
13. Liability and business interruption
13.1 Business interruption
13.1 Kinetic is not liable for loss of revenue, loss of profit, loss of goodwill, loss of business opportunity, or business interruption.
13.2 These exclusions apply whether arising from security incidents, system failure, SaaS outage, backup failure, or delayed response.
13.2 General limitation
13.3 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.
13.4 Subject to clause 13.3, Kinetic’s total aggregate liability arising under or in connection with the Contract is limited to the total fees paid by the Customer to Kinetic for the Services in the three (3) months immediately preceding the event giving rise to the claim, unless a different cap is stated in the Order.
13.3 Backup limitation
13.5 Kinetic’s liability in relation to backup failure (where Kinetic provides the backup service) is limited to the cost of re-performing the affected backup service.
14. Resale, assignment, and subcontracting
14.1 Unless expressly agreed in writing, the Customer must not resell the Services.
14.2 Kinetic may subcontract performance of any part of the Services and remains responsible for delivery under the Contract.
14.3 Kinetic may assign or transfer its rights under the Contract to an affiliate or successor business in connection with a reorganisation, merger, acquisition, or sale of all or substantially all relevant assets, on written notice to the Customer.
14.4 The Customer may not assign or transfer its rights or obligations without Kinetic’s prior written consent (not to be unreasonably withheld or delayed).
15. General legal terms
15.1 Force majeure. Neither party is liable for delays or failure caused by events beyond reasonable control (excluding payment obligations).
15.2 Severability. If any part is invalid, the remainder stays in force.
15.3 Amendments. Any changes must be agreed in writing unless these Terms are updated for general publication, in which case the updated version will apply to future Orders only, unless the Customer agrees otherwise.
15.4 Entire agreement. The Contract forms the entire agreement and supersedes prior discussions.
15.5 Governing law. England and Wales. Courts of England and Wales have exclusive jurisdiction.