Last updated: 1 October 2026. These Terms apply to quotations accepted and Services started on or after this date. Contracts made earlier continue on the terms in force when they were made.
1. Application and entire agreement
1.1 These Terms and Conditions (the “Terms”) apply to the provision of the services detailed in our quotation (the “Services”) and to any goods we supply, by Albion Business Computers Ltd, trading as ABCOM IT Solutions, a company registered in England and Wales under number 03474597 whose registered office is at Unit 3 Ashwyn Business Centre, Burgess Hill, West Sussex, RH15 8QY (“we”, “us” or the “Service Provider”), to the business buying the Services (“you” or the “Customer”).
1.2 You are deemed to have accepted these Terms when you accept our quotation or from the date of any performance of the Services (whichever happens earlier). These Terms and our quotation (the “Contract”) are the entire agreement between us. If there is a conflict between the quotation and these Terms, the quotation prevails.
1.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf that is not set out in the Contract. These Terms apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Nothing in this clause limits or excludes liability for fraudulent misrepresentation.
1.4 These Terms are for business customers only.
2. Interpretation
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2.2 The headings in these Terms are for convenience only and do not affect their interpretation. Words in the singular include the plural and vice versa. “Writing” includes email. A reference to a law is a reference to it as amended or replaced from time to time.
3. Services
3.1 We warrant that we will use reasonable care and skill in performing the Services, which will comply with the quotation, including any specification, in all material respects. We can make any changes to the Services that are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
3.2 We will use our reasonable endeavours to complete the Services within the time agreed or set out in the quotation. Time is not of the essence in the performance of our obligations.
3.3 These Terms apply to the supply of any goods as well as Services unless we specify otherwise.
3.4 Some Services include software, subscriptions, licences, cloud services or connectivity supplied by third parties (for example Microsoft, security, backup, telephony and broadband suppliers). Those suppliers’ terms apply in addition to these Terms and you must comply with them. We are not responsible for changes a supplier makes to its products, terms or prices.
3.5 Support hours, response targets and any service levels are those stated in the quotation or in a service level agreement that we have signed with you. If none are stated, we will provide support during our normal business hours using reasonable endeavours.
4. Your obligations
4.1 You must obtain any permissions, consents and licences that we need, and give us access to all relevant information, materials, properties, systems and people that we need to provide the Services.
4.2 You must give us accurate and complete information, tell us promptly about changes that affect the Services, and use the Services and any equipment lawfully and in line with our reasonable instructions.
4.3 Unless the quotation expressly includes backup of particular data, you are responsible for backing up your data and for checking that backups work.
4.4 You must tell us as soon as you become aware of any actual or suspected security incident affecting systems we support.
4.5 If you do not comply with this clause 4, we can suspend or terminate the Services. We are not liable for any delay or failure to provide the Services if it is caused by your failure to comply with this clause 4.
5. Cyber security, testing, certification and AI services
5.1 Testing. Penetration testing, vulnerability scanning, phishing simulations and similar services need your written authority. You confirm that you own, or have authority to permit testing of, every system in scope, including systems hosted by third parties, and you will obtain any third-party consent required. Testing can cause disruption, and you accept that risk once the scope has been agreed.
5.2 No guarantee of security. Security services reduce risk but cannot remove it. We do not guarantee that your systems will be free from vulnerabilities, malware, intrusion or data loss.
5.3 Certification. Where we help you prepare for Cyber Essentials, IASME or other certification, we provide advice and support. The decision to certify is made by the certification body, and we do not guarantee any outcome.
5.4 AI services. Where we advise on or help you adopt AI tools (including Microsoft Copilot), you remain responsible for your decisions, for your policies, for how your people use AI, and for checking AI output before relying on it. AI output can be inaccurate or incomplete, and third-party AI tools are governed by their suppliers’ terms. We do not warrant the accuracy of AI output.
6. Fees and deposit
6.1 The fees for the Services (the “Fees”) are set out in the quotation and are on a time and materials basis unless the quotation says otherwise.
6.2 In addition to the Fees, we can recover from you: (a) reasonable incidental expenses, including travelling expenses, hotel costs, subsistence and associated expenses; (b) the cost of services provided by third parties and required by us for the performance of the Services; and (c) the cost of any materials required for the Services.
6.3 You must pay for any additional services provided by us that are not specified in the quotation, at our then current hourly rate or such other rate as we agree. Clause 6.2 also applies to additional services.
6.4 The Fees are exclusive of VAT and any other taxes or levies imposed by a competent authority.
6.5 You must pay any deposit detailed in the quotation (the “Deposit”) when you accept the quotation. If you do not, we can withhold the Services until the Deposit is received or terminate under clause 11. The Deposit is non-refundable unless we fail to provide the Services and are at fault for that failure. Where the failure is not our fault, no refund will be made.
7. Cancellation and amendment
7.1 We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within 7 days from the date of the quotation (unless the quotation has been withdrawn).
7.2 Either of us can cancel an order for any reason before you accept (or reject) the quotation.
7.3 If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make the changes, and any additional costs will be included in the Fees and invoiced to you.
7.4 If, because of circumstances beyond our control (see clause 16), we have to change the Services or how they are provided, we will notify you promptly and keep any changes to a minimum.
8. Payment and late payment
8.1 We will invoice you for the Fees either when we have completed the Services, or on the invoice dates set out in the quotation.
8.2 You must pay each invoice within 30 days of the invoice date, or in accordance with any credit terms agreed in writing. Time for payment is of the essence.
8.3 Late payment. If you do not pay by the due date, we are entitled under the Late Payment of Commercial Debts (Interest) Act 1998 to charge statutory interest on the overdue amount at 8% a year above the Bank of England base rate, from the due date until payment in full, together with fixed-sum compensation for each late invoice (£40 for a debt under £1,000, £70 for a debt of £1,000 to £9,999.99, and £100 for a debt of £10,000 or more) and our reasonable costs of recovering the debt.
8.4 If you dispute an invoice in good faith, you must tell us in writing within 14 days of the invoice date, giving your reasons, and pay the undisputed part by the due date.
8.5 All payments must be made in full without deduction or withholding except as required by law, and neither of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any amount, in whole or in part.
8.6 If you do not pay within the period above, we can suspend any further provision of the Services and cancel any future services that have been ordered or arranged with you.
8.7 We will issue receipts for payment only at your request. All payments must be made in pounds sterling unless we agree otherwise in writing.
9. Price changes
9.1 For ongoing or recurring Services (including subscriptions, licences, hosting, telephony and connectivity) we may change the price by giving you at least 30 days’ written notice before the change takes effect. We will only do this to reflect increases in our costs, including supplier and licence price rises, or general inflation, and we will keep increases as low as we reasonably can.
9.2 Where Ofcom’s rules give you the right to cancel communications services without charge after a notified price rise, nothing in this clause removes that right.
10. Term and ending ongoing Services
10.1 The minimum term, renewal and notice period for each Service are set out in the quotation. If the quotation does not state them, ongoing Services continue until either of us ends them by giving at least 30 days’ written notice.
11. Termination
11.1 We can terminate the provision of the Services immediately if you: (a) commit a material breach of your obligations under these Terms; (b) fail to pay any amount due under the Contract on the due date; (c) are or become, or in our reasonable opinion are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors; (d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement with your creditors; or (e) convene any meeting of creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed over your assets or undertakings or any part of them, have documents filed with the court for the appointment of an administrator, have notice of intention to appoint an administrator given by you, your directors or a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), have a resolution passed or petition presented to any court for your winding up or for an administration order, or have proceedings commenced relating to your insolvency or possible insolvency.
11.2 You can terminate the Contract by written notice if we commit a material breach of it and, where the breach can be remedied, we fail to remedy it within 30 days of receiving written notice from you.
11.3 On termination, you must pay all Fees and expenses due up to the date of termination and for any work in progress, and return any of our equipment or materials.
11.4 Broadband, telephony and connectivity. If the quotation or our supplier’s terms set out early termination or cease charges for broadband lines, telephone lines or connectivity, those charges apply to each line or circuit, and we will tell you the amount, or how it is calculated, before you order. If you do not return equipment when we ask, we may charge you its replacement cost.
12. Intellectual property
12.1 We reserve all copyright and other intellectual property rights in any goods, documents, scripts, tools and materials supplied in connection with the Services, and the right to take any appropriate action to restrain or prevent infringement of those rights. Unless the quotation says otherwise, you may use them for your own internal business purposes during and after the Contract.
12.2 You keep ownership of your own data and materials, and you give us the right to use them as needed to provide the Services.
13. Confidentiality
13.1 Each of us must keep the other’s confidential information confidential, use it only for the Contract, and not disclose it except to employees, contractors, sub-contractors and advisers who need to know it and who are bound by confidentiality obligations, or where the law requires.
13.2 This clause does not apply to information that is or becomes public other than through breach of this clause, was already lawfully known to the recipient, or is independently developed by the recipient. It continues after the Contract ends.
14. Liability and indemnity
14.1 Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other matter for which it would be unlawful to exclude or limit liability.
14.2 Subject to clause 14.1, our total liability to you under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees paid and payable under the Contract or, for ongoing Services, the Fees paid and payable in the 12 months before the event giving rise to the claim.
14.3 Subject to clause 14.1, we are not liable for: (a) any indirect, special or consequential loss, damage, costs or expenses; (b) any loss of profits, anticipated profits, business, reputation or goodwill, or business interruption; (c) loss or corruption of data, except to the extent caused by our negligence in providing a Service that includes backup or protection of that data; (d) any delay or failure to perform caused by a matter beyond our reasonable control; (e) any loss caused by your breach of the Contract or failure to carry out your obligations; (f) any loss arising from your choice of Services and whether they meet your requirements, or from your use of the Services or goods; or (g) the acts or omissions of third-party suppliers, or a security incident that occurs despite our having performed the Services with reasonable care and skill.
14.4 You must indemnify us against all damages, costs, claims and expenses we suffer from any loss or damage to equipment (including equipment belonging to third parties) caused by you or your agents or employees, and from any third-party claim arising from your breach of these Terms or your unlawful use of the Services.
15. Data protection
15.1 In this clause, “data protection laws” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and the Data (Use and Access) Act 2025, each as amended from time to time, and the terms “personal data”, “process”, “controller”, “processor” and “data subject” have the meanings given in them.
15.2 Roles. Where we process personal data on your behalf in providing the Services, you are the controller and we are the processor. Each of us is a separate controller of the personal data we hold for our own purposes, such as business contact, billing, supplier and marketing data. How we handle that data is explained in our privacy policy at abcom.co.uk/privacy-policy/.
15.3 Our obligations as processor. We will: (a) process the personal data only to the extent reasonably required to provide the Services or on your documented instructions, and for no purpose of our own; (b) ensure that people authorised to process it are bound by confidentiality; (c) implement appropriate technical and organisational security measures; (d) assist you, taking account of the nature of the processing, in responding to requests from data subjects, and in meeting your obligations on security, breach notification and impact assessments (we may charge reasonable costs for assistance beyond the normal scope of the Services); (e) notify you without undue delay after becoming aware of a personal data breach affecting your personal data; (f) at your choice, delete or return the personal data when the Services end, unless the law requires us to keep it; and (g) make available the information reasonably needed to show that we comply with this clause, and allow audits by you or your appointed auditor on reasonable notice, no more than once a year, during business hours, at your cost and subject to confidentiality.
15.4 Sub-processors. You give us general authority to use sub-processors (such as Microsoft, security, backup, device management, telephony and connectivity suppliers). We will have a written contract with each that imposes data protection obligations equivalent to this clause, we remain responsible for their performance, and we will give you details of our sub-processors and any changes on request. You may object to a change on reasonable data protection grounds.
15.5 International transfers. We will only transfer your personal data outside the United Kingdom where an appropriate safeguard applies, such as UK adequacy regulations or the ICO’s International Data Transfer Agreement or UK Addendum.
15.6 Your obligations. You must make sure you have a lawful basis for the processing you ask us to carry out, and have given the people concerned the information the data protection laws require, including about monitoring, filtering and security tools we run for you.
15.7 For questions or complaints about data protection, contact us at compliance@abcom.co.uk. More information is in our privacy policy and data protection policy on our website.
16. Circumstances beyond a party’s control
16.1 Neither of us is liable for any failure or delay in performing our obligations where it results from any cause beyond the reasonable control of that party. Such causes include industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, failure of public telecommunications networks, power or internet services, failures or cyber attacks affecting third-party suppliers, or any other event beyond the control of the party in question. This does not excuse a failure to pay money when it is due.
16.2 If the delay continues for 90 days, either of us may terminate or cancel the Services affected under these Terms.
17. Notices
17.1 All notices under these Terms must be in writing and given by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
17.2 Notices are deemed duly given: (a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; (b) when sent, if sent by email during business hours (or at the start of the next business day if sent outside business hours), provided no delivery failure message is received; or (c) on the second business day after posting, if sent by first class post.
17.3 Notices must be addressed to the most recent postal or email address notified by the other party. Notices to us should be sent to our registered office or to hello@abcom.co.uk.
18. General
18.1 No waiver. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy, nor stop further exercise of any other right or remedy.
18.2 Severance. If any provision of these Terms is found to be invalid or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, or if that is not possible deleted, and the rest of these Terms will continue in force.
18.3 Assignment and sub-contracting. We can at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights under these Terms, and can sub-contract or delegate any or all of our obligations to any third party. You must not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with any of your rights or obligations under these Terms.
18.4 Third-party rights. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
18.5 Variation. No variation of the Contract is effective unless it is in writing and agreed by both of us. We may update these Terms for future contracts, and updates do not affect an existing Contract unless you agree.
18.6 No partnership. Nothing in the Contract makes either of us the partner, agent or employee of the other.
19. Complaints and disputes
19.1 If you have a complaint about the Services, please tell us at hello@abcom.co.uk or on 01444 871200 so that we can put it right. If you are not satisfied with the response, you can ask for the matter to be reviewed by a director. Both of us will try in good faith to resolve any dispute before starting court proceedings.
19.2 Where you receive communications services from us and are eligible to use an alternative dispute resolution scheme approved by Ofcom, we will tell you which scheme applies if we cannot resolve your complaint.
20. Law and jurisdiction
20.1 The Contract is governed by and interpreted according to the law of England and Wales, and all disputes arising under it (including non-contractual disputes or claims) are subject to the exclusive jurisdiction of the courts of England and Wales.