2.1 This Agreement commences on the date both parties sign the Order or, for Services ordered online, via telephone, or at Our premises, the date the Supplier provides the Service. It continues for the Minimum Service Period and thereafter until terminated by the Customer or Supplier per this Agreement.

2.2 The Service begins on the Operational Start Date, as specified in the Order for each Service (e.g., Cove StartUp, Cove Assist, Cove JIRA, Cove Adapt).

2.3 Operational Start Dates and other timelines (e.g., for setup or configuration) are estimates for planning and not binding. The Supplier is not liable for delays.

3.1 The Supplier will provide the Service subject to:

• (a) a satisfactory assessment of the Customer's IT environment;
• (b) prompt access to Customer systems and data per clause 9; and
• (c) the Customer's satisfactory credit status per clause 11.10.

The Supplier may terminate a Service without liability if these conditions are not met.

3.2 The Supplier may assess the Customer's IT environment and adjust the Operational Start Date by written notice.

3.3 The Customer shall:

• (a) provide necessary access to systems, data, and accounts required for Service delivery;
• (b) ensure permissions for Supplier access to relevant systems;
• (c) comply with Supplier instructions for setup or configuration.

3.4 If the Customer fails to provide prompt access or meet setup requirements, the Supplier may delay the Service or terminate the Agreement without liability, with the Customer liable for any reasonable costs incurred.

4.1 For Services including Microsoft 365 (e.g., Cove Assist), the Microsoft 365 licence is provided by a trusted third-party partner and invoiced directly to the Customer. The Supplier provides management, administration, and IT support for Microsoft 365 as part of the Service. The advertised Service price (e.g., Cove Assist starting at £52/user/month) includes the Microsoft 365 licence cost. The third-party partner invoices the licence portion, and the Supplier invoices the remainder for management and support services, ensuring the total cost to the Customer matches the advertised price.

4.2 The Supplier is not responsible for changes in third-party licensing terms or costs. Disputes regarding Microsoft 365 licences must be resolved with the third-party partner. Licence terms are available from the partner upon subscription.

4.3 If third-party licence costs increase, the Supplier may adjust Charges with thirty (30) days' written notice. The Customer may terminate within seven (7) days of notice without incurring Early Termination Charges.

4.4 Microsoft 365 licences are subject to the third-party partner's terms, provided to the Customer upon subscription. See Our terms page: https://www.consultancycove.com/terms.

5.1 The Customer shall:

• (a) maintain system compatibility with Services (e.g., supported Microsoft 365 versions, JIRA updates);
• (b) report Incidents within 24 hours of occurrence with sufficient detail (e.g., affected users, Service impact);
• (c) provide accurate and complete data for Service setup (e.g., branding for Cove StartUp, workflow requirements for Cove JIRA);
• (d) notify the Supplier of data breaches or security incidents affecting Services (e.g., compromised Microsoft 365 accounts) within 24 hours;
• (e) comply with all Supplier instructions and third-party terms relevant to the Services.

5.2 Failure to meet these responsibilities may result in Service delays, SLA non-compliance, or termination, with the Customer liable for any reasonable costs incurred by the Supplier.

6.1 After setup (e.g., website configuration for Cove StartUp, JIRA setup for Cove JIRA), the Supplier will conduct an Acceptance Test to ensure Service readiness. If the Service fails, the Supplier will perform remedial work and repeat the test.

6.2 The Customer may request to observe the Acceptance Test, subject to availability at reasonable times.

6.3 The Customer may be asked to confirm successful Acceptance Test completion. If not confirmed, acceptance is deemed within seven (7) days of the request.

7.1 The Customer must secure User Security Information (e.g., passwords, usernames) to prevent unauthorised access.

7.2 If User Security Information is compromised, the Customer must notify the Supplier immediately. The Supplier may authorise or make changes to restore security.

7.3 If the Supplier believes User Security Information risks Service security, it may:

• (a) alter or suspend the information;
• (b) require the Customer to alter it;
• (c) suspend the Service.

7.4 The Customer is responsible for securing its systems, backing up data, using security software, and maintaining disaster recovery processes.

7.5 The Customer is liable for all Service use, including Charges and breaches, whether authorised or not.

8.1 The Service is for the Customer's business use and may not be resold or shared with third parties without the Supplier's written consent.

8.2 The Customer must use the Service per Supplier instructions, including for Cove Assist (e.g., Microsoft 365 administration), Cove JIRA (e.g., workflow management), and Cove StartUp (e.g., website usage).

8.3 The Service must not be used:

• (a) in breach of licences, codes, or the Acceptable Use Policy;
• (b) to transmit offensive, abusive, or illegal content;
• (c) in a way that risks Service security or performance;
• (d) in breach of this Agreement or law;
• (e) unlawfully or fraudulently.

8.4 The Customer must comply with Supplier instructions on Service safety, security, or quality.

8.5 The Supplier may suspend the Service or terminate the Agreement immediately for breaches of this clause. The Customer will indemnify the Supplier against liabilities arising from such breaches.

9.1 The Supplier requires prompt access to Customer systems, data, and accounts (e.g., Microsoft 365, JIRA, website hosting platforms) to deliver Services, including setup, support, and maintenance. The Customer shall provide access within 48 hours of a Supplier request, or as otherwise agreed, to ensure SLA compliance.

9.2 The Customer shall obtain necessary permissions for Supplier access at its expense.

9.3 Failure to provide prompt access may result in Service delays, SLA non-compliance, or termination, with the Customer liable for any reasonable costs incurred by the Supplier.

9.4 The Customer must ensure a secure environment for Supplier access to systems, protecting against unauthorised access or data breaches during Supplier operations.

10.1 The Supplier will provide the Service with the reasonable skill and care of a competent IT service provider but cannot guarantee uninterrupted or fault-free service.

10.2 The Supplier will endeavour to meet SLA obligations, provided the Customer complies with access and responsibility requirements per clauses 5 and 9. Liability for SLA failures is limited to remedies in the SLA.

10.3 SLA compliance may be impacted by Customer delays in providing access or information (e.g., to Microsoft 365 accounts, JIRA instances, or IT systems). The Supplier is not liable for delays or failures due to such Customer delays.

11.1 Charges are detailed in the Pricing Schedule and Order (e.g., Cove StartUp: £600 setup, Cove Assist: from £52/user/month, Cove JIRA: from £150/month, Cove Adapt: custom quotes). For Cove Assist, the advertised price (e.g., £52/user/month) includes the Microsoft 365 licence cost (invoiced by a third-party partner) and the Supplier's management/support services (invoiced by the Supplier).

11.2 The Customer is responsible for all Charges, whether incurred by the Customer or third parties.

11.3 Invoices are in pounds sterling, delivered via email or online. Paper copies incur a charge.

11.4 Invoices are stored for 12 months, with copies available upon request.

11.5 Invoices are issued monthly in advance, with setup charges (e.g., £600 for Cove StartUp, £500 for Cove JIRA) invoiced upon contract signing. A deposit may be required, applicable to unpaid Charges, with any remainder returned post-Agreement.

11.6 Charges accrue from the Operational Start Date unless otherwise specified. Payment is due immediately upon invoice receipt.

11.7 Payments are by direct debit, monthly payment plan, or Supplier-approved methods. The Customer must promptly update bank details affecting payments.

11.8 Service Credits or sums owed by the Supplier may be deducted from Customer Charges.

11.9 Charges exclude taxes, applied at the prevailing rate.

11.10 The Supplier may conduct credit checks, and the Customer will cooperate.

11.11 Recurring Charges may increase after the Minimum Service Period with thirty (30) days' notice. The Customer may terminate within seven (7) days, or the increase is deemed accepted.

11.12 One-off Charges may increase with thirty (30) days' notice or website publication.

12.1 If Charges are unpaid:

• (a) the Supplier may apply any deposit to cover Charges;
• (b) impose a late payment charge per the Order or Service Schedule;
• (c) apply interest at 3% above NatWest Bank's base rate monthly from the due date until payment.

12.2 The Customer will cover reasonable debt collection agency costs.

13.1 The Customer must notify the Supplier of disputed Charges within two (2) weeks of the invoice date. If the disputed amount is:

• (a) less than 10% of the invoice, the full amount is payable;
• (b) greater than 10%, the disputed amount is not payable until resolved in the Supplier's favour.

13.2 Disputes will be negotiated in good faith, with agreed amounts payable promptly.

14.1 The Supplier may vary terms, notifying the Customer one month prior if the change causes material detriment. The Customer may terminate immediately upon notice.

14.2 Continued Service use after variation binds the Customer to the varied terms.

14.3 The Customer may request Service increases (e.g., additional Cove Assist users, JIRA support hours) in writing. The Supplier will endeavour to comply, with the Customer liable for charges, payable before work begins. Increases may adjust Charges, but termination is not permitted for such adjustments.

14.4 The Customer may request Service reductions (e.g., fewer Cove Assist users) in writing, subject to Supplier approval and minimum contract commitments (e.g., at least one user for Cove Assist). Reductions may adjust Charges proportionally, effective from the next billing cycle, but do not permit termination.

15.1 The Supplier may suspend the Service without liability:

• (a) in emergencies or to protect systems or data;
• (b) for maintenance or improvements;
• (c) to comply with legal or regulatory requirements;
• (d) for Customer payment failure;
• (e) for suspected breach of clause 8;
• (f) when entitled to terminate this Agreement.

15.2 Except in emergencies, the Supplier will provide reasonable notice of suspension.

15.3 If suspension is due to Customer default, the Customer remains liable for:

• (a) Charges during suspension;
• (b) Supplier's reasonable suspension costs;
• (c) Supplier's reasonable recommencement costs.

15.4 Suspension due to Customer default will not exceed 30 consecutive days.

15.5 Suspension does not preclude termination.

16.1 For monthly (Pay As You Go) contracts with no Minimum Service Period, or after its expiry, either party may terminate with one (1) month's written notice.

16.2 For contracts with a Minimum Service Period of one (1) year or more (e.g., 1-Year or 2-Year Cove Assist or Cove JIRA plans), the Customer may terminate prior to expiry with thirty (30) days' written notice, subject to Early Termination Charges per clause 17.1, payable upfront.

16.3 The Customer may terminate immediately if:

• (a) the Supplier materially breaches this Agreement and fails to remedy within thirty (30) days;
• (b) the Supplier ceases business or becomes insolvent.

16.4 The Supplier may terminate immediately if:

• (a) the Customer breaches this Agreement and fails to remedy within thirty (30) days;
• (b) the Customer fails to pay sums due within fourteen (14) days of notice;
• (c) the Customer becomes insolvent or ceases business;
• (d) the Service is used in breach of this Agreement or the Acceptable Use Policy;
• (e) the Supplier's authorisation to provide the Service is revoked;
• (f) a third-party contract affecting Service provision (e.g., Microsoft 365 licensing) is terminated.

17.1 For contracts with a Minimum Service Period of one (1) year or more, if the Customer terminates under clause 16.2 or the Supplier terminates under clauses 16.4(a), (b), (c), or (d), the Customer must pay Early Termination Charges upfront, including:

• (a) the remaining balance of Charges for the Minimum Service Period;
• (b) costs incurred by the Supplier for third-party licences (e.g., Microsoft 365) subscribed annually on the Customer's behalf, covering the remaining subscription term.

These charges reflect the Supplier's losses, including commitments to third-party partners, and are payable immediately upon termination notice.

17.2 Upon termination, the Supplier will repay any owed amounts after deducting Customer-owed Charges.

17.3 Post-termination, the Supplier will:

• (a) cease Service provision and Customer access to Supplier systems;
• (b) delete Customer data stored as part of the Service (e.g., JIRA configurations, website data).

18.1 Intellectual Property Rights belong to their respective owners. The Customer is granted a non-exclusive licence to use Supplier-provided Intellectual Property Rights (e.g., custom workflows, website designs) for Service use.

18.2 Software or configurations provided for Service use (e.g., JIRA setups) are licensed non-exclusively and non-transferably, terminating when the Service ends.

18.3 The Customer may not copy, modify, or distribute Supplier-provided Software or configurations without authorisation.

18.4 The Supplier indemnifies the Customer against third-party Intellectual Property Rights claims for Supplier-provided Software or configurations, except where claims arise from unauthorised use.

19.1 Neither party's liability is limited for:

• (a) death or personal injury due to negligence;
• (b) fraud or fraudulent misrepresentation.

19.2 The Supplier's total liability for other losses (contract, tort, or otherwise) arising from software services is limited to the greater of:

• (a) aggregate Charges paid by the Customer in the preceding 12 months for the Service;
• (b) £10,000.

This limit is reasonable given the nature of managed IT services and third-party dependencies.

19.3 The Supplier is not liable for indirect or consequential losses, including loss of profit, business, data, or goodwill.

19.4 The Customer should obtain business continuity insurance.

19.5 This clause survives termination.

20.1 The Supplier is not liable for Service failures due to:

• (a) third-party system failures (e.g., Microsoft 365 outages);
• (b) legal or regulatory requirements;
• (c) acts of God, war, or other uncontrollable events.

21.1 Both parties will protect Confidential Information, disclosing only to necessary employees, advisors, or subcontractors.

21.2 Disclosure is permitted for legal or regulatory requests, with notice to the other party where possible.

21.3 This clause does not apply to information independently obtained, publicly available, or pre-existing.

22.1 Disputes will be addressed via email to [email protected], with resolution attempted within 14 days. If unresolved, either party may pursue legal remedies.

22.2 This does not limit either party's rights under this Agreement.

23.1 Failure to exercise a right is not a waiver. Waivers are specific to the right waived.

24.1 Notices must be in writing, delivered by email, courier, or post to:

• (a) Customer: address/email on the Order or principal office;
• (b) Supplier: APVG Limited, trading as Consultancy Cove, 2A/10 Tisa Building, 143 Main Street, Gibraltar, [email protected].

24.2 Notices are deemed served:

• (a) courier: upon delivery;
• (b) email: upon successful transmission;
• (c) post: five days after posting.

25.1 This Agreement is governed by the laws of Gibraltar and subject to the jurisdiction of Gibraltar courts.

26.1 Both parties will comply with the Gibraltar Data Protection Act 2004, Gibraltar GDPR, and UK GDPR. Personal data transferred will be processed securely for Agreement performance. See Our Privacy Policy at https://www.consultancycove.com/privacy for details on data protection rights and practices.

27.1 This Agreement is subject to Gibraltar laws and regulations. Conflicting provisions will be modified to comply while maintaining the Agreement's intent.

28.1 Capitalised terms have the following meanings:

• • Acceptable Use Policy: Rules for Service use, as revised on the Website.
• • Agreement: As defined in clause 1.1.
• • Charges: Service and setup charges per the Pricing Schedule.
• • Conditions: These terms and conditions.
• • Confidential Information: Information supplied under this Agreement.
• • Customer: The party named in the Order receiving the Service.
• • Early Termination Charges: Charges per clause 17.1 for early termination.
• • Incident: A reported issue affecting Service functionality.
• • Intellectual Property Right(s): Copyright, trademarks, patents, or similar rights.
• • Law: Applicable Gibraltar laws and regulations, including Gibraltar GDPR.
• • Minimum Service Period: Service duration per the Order or Service Schedule (e.g., 1-Year or 2-Year plans), from the Operational Start Date.
• • Operational Start Date: Date the Service is available, per the Order or Service Schedule.
• • Order: The order form for the Service.
• • Pricing Schedule: Schedule listing Service Charges.
• • Service: Services (e.g., Cove StartUp, Cove Assist, Cove JIRA, Cove Adapt) per the Order and Service Schedule.
• • Service Schedule: Schedule describing the Service(s).
• • SLA: Agreement on Service standards and failure remedies.
• • Software: Supplier-provided software or configurations for Service use.
• • Supplier: APVG Limited, trading as Consultancy Cove, 2A/10 Tisa Building, 143 Main Street, Gibraltar, company registration number 124920.
• • User Security Information: Passwords, usernames, or codes for Service access.
• • User: Person authorised by the Customer to use the Service.
• • Website: https://www.consultancycove.com.

Company Information

APVG Limited, trading as Consultancy Cove
2A/10 Tisa Building 143 Main Street, Gibraltar
Company Registration Number: 124920
Email: [email protected]
Website: https://www.consultancycove.com

Data Protection

We comply with the Gibraltar Data Protection Act 2004 and UK General Data Protection Regulation (UK GDPR). For details on how we process your data, please see our Privacy Policy.

Dispute Resolution

Disputes should be addressed via email to [email protected]. We aim to resolve issues within 14 days.

Governing Law

This Agreement is governed by the laws of Gibraltar and subject to the jurisdiction of Gibraltar courts.