Terms & Conditions

1.1 Star IT provides IT consultancy, 24/7 service desk assistance, cybersecurity auditing, vulnerability management, cloud migration (AWS, Microsoft Azure, Oracle Cloud), and bespoke software engineering.

1.2 All project deliveries and recurring engagements will be detailed in individual Statements of Work (SOW) or Service Agreements agreed upon and signed by authorised representatives of both parties.

1.3 In the event of any ambiguity or conflict between these master Terms and an individual SOW, the specific terms of the executed SOW shall prevail for that respective scope of work.

2.1 Star IT targets high operational availability for managed environments. Critical incident response targets (P1 Priority) are governed by the specific support tiers outlined in your contract.

2.2 Scheduled maintenance windows are communicated in advance. Star IT will exert commercial best efforts to minimise any operational disruption outside designated maintenance windows.

2.3 24/7 emergency escalation numbers and ticketing channels are provided to contracted customers for continuous enterprise remediation.

3.1 Access & Systems: The Client agrees to grant Star IT timely and secure administrative access, credentials, and documentation required to deliver the contracted services.

3.2 Penetration Testing & Security Audits: For penetration testing, vulnerability scanning, and red team assessments, the Client warrants that it has full legal ownership or explicit written authorisation from the asset owner to permit testing. The Client indemnifies Star IT against third-party claims arising from legitimate testing activities executed within agreed scopes.

3.3 Data Backups: Unless Star IT is explicitly contracted under a Managed Backup & Disaster Recovery SOW, the Client maintains primary responsibility for ensuring independent, validated off-site backups of critical production data.

4.1 Fees for services are set forth in the relevant proposal or SOW. Unless specified otherwise, all prices are quoted in GBP and are exclusive of applicable Value Added Tax (VAT).

4.2 Invoices are payable within thirty (30) days from the invoice date, unless alternative milestone-based credit terms have been formally approved in writing.

4.3 We reserve the right to apply statutory interest on overdue commercial balances under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend active support queues in the event of persistent non-payment following written notice.

5.1 Client IP: All proprietary data, pre-existing trademarks, algorithms, and confidential assets provided by the Client remain the exclusive property of the Client.

5.2 Deliverables & Bespoke Software: Upon receipt of full and final payment for bespoke software deliverables, Star IT assigns to the Client all copyright and intellectual property rights in the tailor-made application code, excluding Background IP.

5.3 Background IP & Tooling: Star IT retains full ownership of its pre-existing libraries, DevOps deployment pipelines, proprietary security automation scripts, and general methodologies developed independently. Star IT grants the Client a perpetual, royalty-free, non-exclusive licence to use such components integrated into the final deliverables.

6.1 Both parties agree to maintain strict confidentiality regarding proprietary business information, source code, network architectures, security vulnerabilities, and commercial details disclosed during the term of the agreement.

6.2 Confidential information shall not be shared with any third party without prior written consent, except where required by lawful order of a UK regulatory or judicial authority.

6.3 All Star IT personnel and security analysts operate under rigorous non-disclosure agreements and undergo regular background screening.

7.1 Nothing in these Terms shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under applicable UK law.

7.2 Subject to clause 7.1, neither party shall be liable to the other for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, or indirect/consequential damages.

7.3 The total aggregate liability of Star IT arising out of or related to an engagement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Client to Star IT under the applicable SOW during the twelve (12) months preceding the claim.

8.1 Either party may terminate an ongoing services contract by providing the written notice period specified in the applicable SOW (typically thirty to ninety days).

8.2 Immediate termination is permitted if the other party commits a material breach that is not remedied within thirty (30) days of receiving written notice, or enters into insolvency or administration.

8.3 Upon termination, Star IT delivers orderly offboarding services, transferring administrative credentials, documentation, and client assets, subject to settlement of all outstanding invoices.

9.1 These Terms, all SOWs, and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

9.2 Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.