Please note: this page sets out a partial summary of our standard Terms and Conditions. The full Terms and Conditions are issued with every proposal, together with the Plan Schedule, Services Provided section, Price Breakdown and Schedule 2 (Minimum Security Standards). Together, those documents form the Agreement between LevelUp Networks and each client, and some terms may be tailored to the services and organisation concerned. If anything on this page differs from the documents issued with your proposal, the documents issued with your proposal prevail.
1. About these terms
1.1 These terms apply to managed IT, cyber security, cloud, consultancy and related services supplied by LevelUp Networks Limited, a company registered in England and Wales (company number 07066181), whose registered office is at 30b Wilds Rents, London, SE1 4QG (“LevelUp Networks”).
1.2 Any purchase order, onboarding form or other document supplied by a client is for administrative convenience only. No client terms apply unless expressly accepted in writing by a director of LevelUp Networks.
1.3 In these terms, Business Day means a day other than a Saturday, Sunday or public holiday in England, and Business Hours means 08:00 to 18:00 on a Business Day, unless the Agreement states otherwise.
2. Our services
2.1 LevelUp Networks provides the services expressly included in the Agreement with reasonable skill and care, and in a professional manner consistent with generally accepted industry practice. No service, site, application or activity is included unless it is expressly identified in the Agreement or subsequently agreed in writing.
2.2 LevelUp Networks may determine the personnel, tools, methods and technical approach used to provide the services, and may use employees, affiliates and subcontractors, remaining responsible for their performance.
2.3 LevelUp Networks maintains documented quality and information security management systems and holds certification to ISO 9001 and ISO/IEC 27001. Certification evidences our management systems but is not a warranty that any service or system will be uninterrupted, error free or immune from cyber incident, data loss or business interruption.
2.4 LevelUp Networks may refuse instructions which are unlawful, unsafe, technically unsound, outside scope, inconsistent with vendor requirements, or likely to compromise security or third-party rights.
2.5 LevelUp Networks may implement a reasonable workaround instead of a permanent fix where this restores acceptable operation or mitigates risk.
2.6 LevelUp Networks may use AI systems and automation in delivering its services, for example for monitoring, ticket triage, reporting and documentation, subject to appropriate human oversight, confidentiality obligations, security controls and data protection law. Client data is not knowingly used to train general-purpose AI models available to unrelated third parties without the client’s prior written consent.
3. Fees and payment
3.1 Fees, invoicing arrangements, payment terms and applicable rates are set out in each proposal and Agreement.
3.2 All charges are exclusive of VAT and any applicable taxes, which are payable in addition at the prevailing rate.
3.3 Clients should notify LevelUp Networks of any genuine invoice dispute promptly, giving reasonable details, and pay all undisputed amounts when due.
3.4 If a payment is overdue, LevelUp Networks may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable, and may suspend services in accordance with the Agreement.
4. Client responsibilities
4.1 Clients are expected to provide timely, accurate and complete information, approvals, access and assistance; maintain valid licences and comply with vendor terms; nominate authorised contacts and keep their details up to date; ensure users follow reasonable security and acceptable-use requirements; and notify LevelUp Networks promptly of material changes, incidents and suspected security events.
4.2 Each client retains responsibility for its own business decisions, legal and regulatory compliance, data classification, risk appetite, business continuity requirements and use of its systems.
4.3 LevelUp Networks may rely on instructions which appear to come from a client’s authorised contact.
4.4 Clients must not use the services unlawfully; interfere with monitoring, backup or security tooling; disable or bypass a security control without authorisation; misuse or improperly share credentials; or introduce malicious code.
5. Cyber security and shared responsibility
5.1 Cyber risk cannot be eliminated and security is a shared responsibility. Our services are designed to reduce and manage risk, not to guarantee the prevention of every attack, compromise, error or loss.
5.2 Clients are expected to meet the Minimum Security Standards issued with their proposal, including multi-factor authentication where reasonably available, supported software and hardware, approved endpoint protection and timely installation of critical security updates.
5.3 LevelUp Networks may take proportionate emergency action, such as isolating devices, disabling accounts or suspending connectivity, where reasonably necessary to contain an actual or suspected security incident, and will notify the client as soon as reasonably practicable.
5.4 Where LevelUp Networks identifies a material risk or recommends remediation and the client declines, delays or prevents implementation, the client accepts the residual risk. Identified risks and client decisions may be recorded in a Risk Register.
5.5 LevelUp Networks is not responsible for the support, performance or security of hardware, software or services that are end-of-life, unlicensed, materially unpatched or otherwise unsupported by the relevant manufacturer or supplier. Any assistance with such technology is provided on a reasonable endeavours basis.
6. Backup and business continuity
6.1 Backup, disaster recovery and business continuity services are included only where expressly stated in the Agreement.
6.2 No backup or recovery process is infallible. LevelUp Networks does not guarantee that every file, system or service can be restored, or that stated recovery objectives will be achieved in every incident. Clients should maintain independent business continuity arrangements and should not treat a backup service as a complete business continuity plan.
7. Third-party services
7.1 Third-party products and services, including cloud, hosting, connectivity, software and licensing, are supplied subject to the relevant provider’s terms, policies, availability and technical limitations.
7.2 LevelUp Networks is not responsible for a third-party service outage, defect, security incident, data loss, price change or discontinuance, except to the extent it has expressly assumed responsibility and caused the relevant loss through its own breach.
8. Changes and project work
8.1 Either party may request a change. Material changes and project work are agreed in writing, describing scope, assumptions, timing and charges, and are not started until authorised by an approved client contact.
8.2 Emergency changes may be made without prior approval where reasonably necessary to preserve security, availability, legal compliance or data integrity. LevelUp Networks will provide a record as soon as reasonably practicable.
9. Service concerns and complaints
9.1 Service concerns should be raised promptly with the client’s Account Manager. LevelUp Networks will investigate in good faith and provide a response or escalation route, in line with our Complaints Procedure.
10. Data protection
10.1 Each party complies with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. The client is normally the controller and LevelUp Networks the processor for personal data processed through managed IT and support services. Each party is an independent controller for personal data it processes for its own business purposes.
10.2 Where LevelUp Networks acts as a processor, it processes personal data only on the client’s documented instructions, ensures its personnel are bound by confidentiality, implements appropriate technical and organisational measures, assists the client with its data protection obligations and notifies the client without undue delay of any personal data breach. Full processing terms are set out in the Agreement. See also our Privacy Policy.
11. Confidentiality and intellectual property
11.1 Each party keeps the other’s confidential information confidential, uses it only for the purposes of the Agreement and discloses it only to those who need to know it and are bound by confidentiality obligations, or where required by law.
11.2 Clients retain ownership of their data and pre-existing materials. LevelUp Networks retains ownership of its pre-existing materials, methodologies, templates, scripts, tools and know-how. Third-party software and materials are licensed under the relevant supplier terms.
12. Liability
12.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.
12.2 Subject to that, neither party is liable for loss of profit, revenue, business, contracts, opportunity, anticipated savings, goodwill or reputation, or for indirect or consequential loss. Other limitations of liability, including the applicable liability cap, are set out in the Agreement.
13. Force majeure
13.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control, including widespread telecommunications or cloud failure, utility failure, natural disaster, epidemic, war, civil disturbance, governmental action or a malicious cyber event of exceptional scale. The affected party will notify the other and use reasonable endeavours to resume performance as soon as reasonably practicable.
14. Compliance with law
14.1 Each party complies with laws applicable to its performance, including anti-bribery, anti-tax-evasion facilitation, sanctions, export controls and modern slavery requirements. See our Modern Slavery Statement.
15. General
15.1 Nothing in the Agreement creates a partnership, joint venture or agency between the parties. A person who is not a party has no right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.
15.2 If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent needed to make it valid, and the remainder continues in force. A failure or delay in exercising a right is not a waiver of it.
16. Disputes, governing law and jurisdiction
16.1 The parties will first seek to resolve any dispute through their operational representatives and, if unresolved, by escalation to a director or senior representative, and will consider mediation before commencing proceedings, except where urgent relief is required.
16.2 The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Full terms
To request a copy of our full standard Terms and Conditions, or if you have any questions about these terms, please contact us at [email protected] or call +44 (0) 203 695 7554.