1. About These Terms

These Terms of Business (“Terms”) govern the commercial relationship between Club Technology Ltd (“Club Technology”, “we”, “us”, “our”) and any organisation that engages Club Technology for managed IT services (“Client”, “you”, “your”).

Club Technology Ltd is a private limited company incorporated in England and Wales (Company No. 16998317), with its registered office at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ.

These Terms should be read alongside:

• The Statement of Works (201cSOW201d) or Schedule of Services agreed between the parties, which defines the specific services, deliverables, and fees applicable to your engagement.
• The Managed Support Agreement (201cMSA201d), which sets out the day-to-day service levels and operational terms for ongoing managed support.
• The Data Processing Agreement (201cDPA201d), which governs the processing of personal data by Club Technology on your behalf.

Where there is any conflict between these documents, the order of precedence shall be: (1) the SOW / Schedule of Services; (2) the MSA; (3) the DPA; (4) these Terms.

By engaging Club Technology’s services, signing an SOW, or otherwise instructing Club Technology to commence work, you confirm that you have read, understood, and agree to these Terms.

2. Definitions

Term	Meaning
Agreement	These Terms of Business together with the SOW, MSA, and DPA.
Client	The organisation that has engaged Club Technology under an SOW or MSA.
Services	The managed IT services described in the SOW or MSA.
The Clubhouse	Club Technology’s managed IT portal at clubhouse.clubtechnology.co.uk, provided as part of the Services.
Authorised Users	Employees or contractors of the Client granted access to The Clubhouse or the Services.
Confidential Information	Any information disclosed by either party that is designated as confidential or that a reasonable person would consider confidential given the nature of the information.
Intellectual Property	All patents, rights to inventions, copyright, trademarks, trade secrets, know-how, and all other intellectual property rights.
Working Hours	Monday to Friday, 09:00–17:30 (UK time), excluding English public holidays, unless otherwise stated in the MSA.

3. Services

3.1 Scope of Services

Club Technology will provide the managed IT services set out in the applicable SOW or MSA. These may include, but are not limited to: endpoint monitoring and management, IT service desk support, Microsoft 365 administration, cyber security monitoring, procurement, and access to The Clubhouse portal.

3.2 The Clubhouse Portal

Access to The Clubhouse is included as part of Club Technology’s managed service offering. Use of The Clubhouse is subject to The Clubhouse Terms of Service (available at clubhouse.clubtechnology.co.uk/terms), which Authorised Users must accept upon account activation. The Clubhouse Terms of Service govern individual user access and conduct; these Terms govern the commercial relationship with the Client organisation.

3.3 Third-Party Services

Club Technology uses third-party platforms to deliver the Services, including Microsoft 365 (Microsoft Corporation), NinjaRMM (NinjaOne LLC), and Freshservice (Freshworks Inc.). Club Technology manages these integrations on the Client’s behalf. The availability and functionality of these integrations may be subject to the terms and availability commitments of those third-party providers. Club Technology shall not be liable for service interruptions caused by third-party providers beyond Club Technology’s reasonable control.

3.4 Changes to Services

Club Technology may update or modify the Services from time to time to reflect improvements, changes in third-party platforms, or security requirements. Material changes to the scope of Services will be communicated to the Client with reasonable notice and, where applicable, reflected in a revised SOW.

4. Client Responsibilities

To enable Club Technology to deliver the Services effectively, the Client agrees to:

• Provide Club Technology with timely access to systems, credentials, and information reasonably required to deliver the Services.
• Designate a named contact person with authority to instruct Club Technology on day-to-day service matters.
• Notify Club Technology promptly of any changes to the Client’s IT environment that may affect the delivery of Services (e.g. new software deployments, office moves, headcount changes).
• Ensure Authorised Users comply with The Clubhouse Terms of Service and acceptable use policies.
• Not knowingly introduce malware, unauthorised software, or unlicensed technology into the managed environment.
• Maintain appropriate third-party software licences (e.g. Microsoft 365 subscriptions) as required for Club Technology to deliver the Services.
• Ensure that the Client has the necessary authority and consents to allow Club Technology to access and process data on its behalf, as described in the DPA.

5. Fees and Payment

5.1 Fees

Fees for the Services are set out in the applicable SOW or MSA. Unless otherwise agreed, fees are invoiced monthly in advance and are due within 30 days of the invoice date.

5.2 Expenses

Reasonable out-of-pocket expenses incurred by Club Technology in delivering the Services (including travel and hardware procurement) will be invoiced at cost, provided that any expenses exceeding £250 per item are pre-approved by the Client in writing.

5.3 Late Payment

Without prejudice to any other right or remedy, Club Technology reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Club Technology may also suspend access to the Services (including The Clubhouse) upon 7 days’ written notice if invoices remain unpaid.

5.4 Price Reviews

Club Technology may review and revise its fees on an annual basis, giving the Client at least 30 days’ written notice of any increase.

6. Intellectual Property

All intellectual property rights in the Services, The Clubhouse, and any tools, methodologies, or deliverables developed by Club Technology (including custom scripts, documentation, and processes) shall remain the property of Club Technology, unless otherwise expressly agreed in the SOW.

The Client retains ownership of all data, content, and materials that it provides to Club Technology or that Club Technology accesses in the course of delivering the Services. Club Technology is granted a limited, non-exclusive licence to use such materials solely for the purpose of providing the Services.

Club Technology may reference the Client as a customer for marketing or case study purposes unless the Client objects in writing.

7. Confidentiality

Each party agrees to keep the other’s Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except:

• To employees or sub-contractors who need to know it for the purposes of the Agreement and who are bound by equivalent confidentiality obligations.
• As required by law, regulation, or court order.

This obligation shall survive termination of the Agreement for a period of five years. It does not apply to information that is or becomes publicly available through no fault of the receiving party, or that was already in the receiving party’s possession without restriction.

8. Data Protection

Each party shall comply with its respective obligations under UK GDPR and the Data Protection Act 2018.

Where Club Technology processes personal data on behalf of the Client in the course of delivering the Services, Club Technology acts as a data processor and the Client acts as the data controller. The terms of such processing are set out in the Data Processing Agreement (201cDPA201d), which forms a schedule to these Terms / the MSA and is incorporated by reference herein.

The Client warrants that it has a lawful basis for providing personal data to Club Technology and that it has obtained all necessary consents or has another valid legal basis for Club Technology to process that data on its behalf.

9. Liability

9.1 Limitation of Liability

To the fullest extent permitted by applicable law, Club Technology’s total aggregate liability to the Client for all claims arising out of or related to the Agreement — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees paid by the Client to Club Technology in the twelve (12) months preceding the event giving rise to the claim.

9.2 Exclusion of Consequential Loss

Neither party shall be liable for any indirect, special, consequential, or punitive loss, including loss of profits, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such loss.

9.3 Exceptions

Nothing in these Terms limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any liability that cannot be excluded under applicable law.

9.4 Third-Party Services

Club Technology shall not be liable for losses arising from the unavailability, inaccuracy, or breach of third-party services (including Microsoft 365, NinjaRMM, or Freshservice) that are outside Club Technology’s reasonable control.

10. Term and Termination

10.1 Term

The Agreement commences on the date of the first signed SOW or MSA and continues until terminated in accordance with this clause, unless a fixed term is specified in the SOW.

10.2 Termination for Convenience

Either party may terminate the Agreement (or any SOW) for convenience by giving not less than 30 days’ written notice, unless a different notice period is specified in the applicable SOW or MSA.

10.3 Termination for Cause

Either party may terminate the Agreement immediately on written notice if:

• The other party commits a material breach of the Agreement that is not remedied within 14 days of written notice requiring remedy.
• The other party becomes insolvent, enters administration, or is wound up.

10.4 Effect of Termination

On termination: all access to the Services and The Clubhouse will cease; each party shall promptly return or destroy the other’s Confidential Information; Club Technology will follow the data return and deletion procedures set out in the DPA. Any fees outstanding at the point of termination remain due and payable.

Clauses 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Protection), 9 (Liability), 10.4, and 11 (Governing Law) survive termination.

11. General

11.1 Governing Law

These Terms and any disputes arising from them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

11.2 Entire Agreement

These Terms, together with the SOW, MSA, and DPA, constitute the entire agreement between the parties relating to its subject matter and supersede all prior agreements, representations, and understandings.

11.3 Amendments

No amendment to these Terms shall be effective unless agreed in writing by both parties.

11.4 Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.

11.5 Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without Club Technology’s prior written consent. Club Technology may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.6 Force Majeure

Neither party shall be liable for failure to perform obligations under these Terms to the extent caused by circumstances beyond their reasonable control, including acts of God, war, pandemic, regulatory action, or failure of third-party infrastructure.

11.7 Notices

Notices under these Terms shall be in writing and sent by email (with read receipt) or recorded post to the addresses set out in the applicable SOW, or to legal@clubtechnology.co.uk for Club Technology.

12. Contact

For questions about these Terms of Business, please contact:

Club Technology Ltd 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ Company No. 16998317 Email: legal@clubtechnology.co.uk Website: www.clubtechnology.co.uk