Terms and Conditions

Valiant Systems Group Limited 

Terms and Conditions of Service 

These Terms and Conditions (Terms) set out the basis on which Valiant Systems Group Limited provides Services to business clients. By placing an order, signing an Order Form, or using any Services, you agree to these Terms. 

Company details 

Company: Valiant Systems Group Limited 

Registered address: Unit 7 Norcroft Industrial Estate, Norcroft Street, Bradford, West Yorkshire, BD7 1JA 

Company number: 16072925 

Email: support@valiantsystemsgroup.com 

Telephone: +44 1274 054550 

For website and contractual purposes, the “Effective Date” is the date the Client first accepts these Terms or first uses the Services, whichever is earlier. 

Definitions and Interpretation 

In these Terms: 

• “Agreement” means these Terms together with any applicable Order Form, Service Schedule, Statement of Work (SOW), Service Level Agreement (SLA) and/or Data Processing Agreement (DPA). 
• “Client”, “you” or “your” means the business entity purchasing or using the Services. 
• “Company”, “we”, “us” or “our” means Valiant Systems Group Limited. 
• “Services” means the managed IT, cybersecurity, cloud, SOC and related services we agree to provide under the Agreement. 
• “Systems” means any infrastructure, networks, software, platforms or environments used to provide or receive the Services. 
• “Third‑Party Services” means products or services provided by external vendors or suppliers (including cloud services, licensing and security tooling). 
• Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. 

Order of Precedence 

• If there is any conflict between documents forming the Agreement, the following order of precedence applies (highest first): 
• Order Form or SOW (including any special terms stated within it); 
• Service Schedule and SLA;  
• Data Processing Agreement (where applicable); and 
• these Terms. 
• Acceptance and Entire Agreement 
• The Agreement constitutes the entire agreement between the parties in relation to the Services and supersedes all prior discussions, proposals and correspondence. No terms on any Client purchase order or similar document will apply unless expressly agreed by us in writing. 

Services and Scope 

1. We provide Services as described in the relevant Order Form, SOW, Service Schedule and/or SLA. Examples of Services may include managed IT support, monitoring and patching, cybersecurity services (including MDR/XDR and SOC services), cloud operations (including Microsoft 365, Entra ID and Azure), and security awareness training. 
2. Any deliverable, activity or work not expressly included in the agreed scope is out of scope and may be chargeable. Where out-of-scope work is requested, we will use reasonable efforts to notify you and agree any additional charges before starting. 
3. Change Requests and Additional Work 
4. Either party may propose changes to the Services. Where a change affects scope, fees, timelines or resources, the parties will agree the change in writing (including by email) before implementation. 

Client Responsibilities 

• The Client is responsible for ensuring that its people, Systems and processes support secure and effective delivery of the Services. This includes: 
• maintaining secure passwords and enabling multi‑factor authentication where recommended or required; 
• ensuring that all software, services and licences used by the Client are properly licensed and compliant; 
• providing timely access, information and cooperation reasonably required to deliver the Services; 
• promptly notifying us of any material changes to your environment or requirements; and 
• not interfering with or disabling security controls, monitoring, backups or logging without our written agreement. 
• Where the Client chooses not to implement reasonable security recommendations (including patching, backups, MFA or access controls), the Client accepts the associated risk, and we will not be responsible for losses arising from that decision to the extent permitted by law. 

Acceptable Use 

• The Client must not use the Services or Systems in a way that is unlawful, infringes third‑party rights, or compromises security. In particular, the Client must not: 
• use the Services for unlawful activity, fraud, or to send or store illegal content; 
• introduce malware, ransomware or malicious code; 
• attempt unauthorised access to any systems, networks or data; or 
• use the Services in a manner that creates a material security risk to the Company, the Client, or others. 
• Access, Remote Support and Tools 
• To provide the Services, we may require remote or on‑site access to Client Systems, including use of remote management and monitoring tools. The Client will ensure we have the access rights reasonably necessary to deliver the Services and will maintain appropriate administrator privileges for its own personnel. 
• The Client confirms it has authority to grant such access and that it will obtain any required internal approvals. We will use access strictly for service delivery, support, security and maintenance purposes. 

Third‑Party Services and Licensing 

• Some elements of the Services rely on Third‑Party Services. The availability, performance and features of Third‑Party Services are controlled by the relevant vendor. Vendor terms may apply and may change from time to time. 
• We are not responsible for third‑party outages, failures or changes outside our reasonable control. Where a third‑party issue impacts the Services, we will use reasonable efforts to assist with troubleshooting and vendor escalation where within scope. 
• Service Levels, Support and Planned Maintenance 
• Where an SLA applies, it will set out support hours, response targets, severity levels and any service credits (if applicable). If no SLA is agreed, support is provided on a reasonable endeavours basis during our standard business hours, excluding public holidays, unless otherwise stated in writing. 
• Planned maintenance may be required from time to time to ensure secure and reliable service delivery. Where reasonably practicable, we will provide advance notice of planned maintenance that may affect availability. 

Fees, Invoicing and Payment 

• Fees are set out in the applicable Order Form, SOW or pricing schedule. Unless stated otherwise, fees are exclusive of VAT and any other applicable taxes, which will be charged at the prevailing rate. 
• Invoices are payable in accordance with the agreed payment terms. Late payment may result in suspension of affected Services after reasonable notice. The Client remains responsible for fees during any suspension caused by the Client’s breach or non‑payment. 

Suspension 

• We may suspend the Services (in whole or part) where: (a) payments are overdue; (b) the Client breaches the Agreement; or (c) a Client action or configuration creates a material security risk. Where reasonably practicable, we will provide notice and an opportunity to remedy before suspension. 

Term and Termination 

• The term of the Agreement is as stated in the Order Form or SOW. Either party may terminate the Agreement or affected Services: 
• for convenience, where permitted by the Order Form/SOW, by giving the required notice; 
• immediately on written notice if the other party commits a material breach which is not remedied within a reasonable period after being notified; or 
• immediately if the other party becomes insolvent or unable to pay its debts as they fall due. 
• On termination, the Client’s right to use the Services ends and any outstanding charges become immediately due and payable. Termination does not affect rights accrued before termination. 

Exit Assistance and Data Return 

• On request and subject to payment of any applicable fees, we may provide reasonable exit assistance to support transition to the Client or a new provider. Unless otherwise agreed, we will make Client data available for export in a commonly used format where technically feasible. 
• Following termination, we may delete Client data from our systems after any applicable retention period, subject to legal and regulatory requirements and the terms of any DPA. 

Data Protection 

• Each party will comply with its obligations under the UK GDPR and the Data Protection Act 2018. Where we process personal data on the Client’s behalf as a processor, the parties will enter into a Data Processing Agreement where required. Unless otherwise agreed, the Client is the Data Controller for Client data. 

Confidentiality 

• Each party may receive confidential information from the other. Each party agrees to keep confidential information strictly confidential and to use it only for the purposes of performing the Agreement. This does not apply to information that is public (other than through breach), lawfully received from a third party, or independently developed. 
• A party may disclose confidential information where required by law or a competent authority, provided it (where lawful) gives the other party prompt notice. 

Information Security 

• We apply security measures appropriate to the Services and the risks involved. However, the Client acknowledges that no system, network or service can be guaranteed to be completely secure or free from vulnerabilities. 
• Where a security incident is suspected to affect the Services, the parties will cooperate in good faith to investigate and respond. Our incident response obligations (if any) are as set out in the SLA, SOW or DPA. 

Intellectual Property 

• All intellectual property rights in our tools, systems, scripts, templates, methodologies, documentation and know‑how (including any improvements) remain our property or that of our licensors. The Client retains ownership of its data and pre‑existing intellectual property. 
• Subject to payment of fees, we grant the Client a non‑exclusive licence to use deliverables we provide solely for the Client’s internal business purposes, unless otherwise agreed in writing. 

Warranties and Disclaimers 

• We will provide the Services with reasonable care and skill. Except as expressly stated in the Agreement, we exclude all conditions, warranties and representations to the extent permitted by law. 
• Services are provided “as is” and “as available”. We do not warrant uninterrupted operation, that all defects will be corrected, or that the Services will prevent all cyber incidents. 

Limitation of Liability 

• Nothing in the Agreement 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. 
• Subject to the paragraph above, and to the maximum extent permitted by law: 
• we will not be liable for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or indirect or consequential losses; and 
• we will not be liable for loss of data or business interruption except to the extent caused directly by our breach and not otherwise limited by this clause. 
• Our total aggregate liability arising under or in connection with the Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) will not exceed the total fees paid by the Client to us for the affected Services in the 12 months immediately preceding the event giving rise to the claim. 

Force Majeure 

• Neither party will be liable for failure or delay in performing its obligations due to an event beyond its reasonable control, including power outages, internet or telecommunications failures, natural disasters, acts of war, terrorism, civil unrest, or government action. 

Notices 

• Notices under the Agreement must be in writing and sent by email or post to the contact details set out in the Order Form or, if none, to the registered office address and the email address below. 

For notices to the Company: support@valiantsystemsgroup.com 

Assignment and Subcontracting 

• The Client may not assign, transfer or subcontract its rights or obligations under the Agreement without our prior written consent. We may use subcontractors to deliver parts of the Services, including Third‑Party Services, but remain responsible for our contractual obligations under the Agreement. 

General 

Severability: If any provision is held invalid or unenforceable, the remaining provisions will remain in force. 

Waiver: A failure or delay to enforce a right is not a waiver of that right. 

Third Party Rights: No person other than the parties has any right to enforce any term under the Contracts (Rights of Third Parties) Act 1999. 

Variation: Any variation to the Agreement must be agreed in writing. 

Relationship: The parties are independent contractors and nothing creates a partnership, joint venture or employment relationship. 

Governing Law and Jurisdiction 

The Agreement and any dispute arising out of or in connection with it is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction. 

Support: support@valiantsystemsgroup.com