These Terms of Service ("Terms") govern the provision of services by Nephology Partners Limited ("we", "us" or "our") to you or the organisation you represent ("you", "your" or the "Customer").
By requesting, ordering or using our services, you agree to these Terms together with any quotation, statement of work, service agreement, Data Processing Agreement or other written agreement applicable to the services.
We provide specialist technology and data services, which may include:
consulting and technical advisory services;
data migration;
data extraction and conversion;
legacy-system migration;
archive conversion;
data recovery;
Quitter tape conversion;
legacy tape and media conversion;
data validation and integrity checking; and
related technical and support services.
The precise scope of each engagement will be set out in our quotation, order confirmation, statement of work or other written agreement.
Our services are principally intended for businesses, organisations and professional customers.
If you are entering into an agreement with us on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms.
If you are acting as a consumer, nothing in these Terms excludes or restricts any statutory rights that cannot lawfully be excluded or restricted.
Unless otherwise stated, a quotation is an invitation to place an order and does not itself create a binding obligation for us to provide services.
An agreement will normally come into effect when we:
accept your order;
confirm the engagement in writing;
commence work at your request; or
enter into a separate written agreement with you.
Quotations are based on the information available to us at the time they are issued.
If the scope, condition of source media, volume of data, technical requirements or other relevant circumstances differ materially from those initially described, we may revise the scope, timetable or charges.
You are responsible for providing accurate and complete information necessary for us to perform the services.
You must:
provide appropriate access to systems, media, files and personnel where required;
ensure that you have authority to provide all data, equipment and media supplied to us;
retain appropriate backups where reasonably possible;
disclose known technical problems, damage or unusual characteristics affecting source systems or media;
provide instructions and decisions reasonably required for the project;
obtain any permissions, licences or third-party approvals required for us to perform the services; and
comply with applicable laws and contractual obligations relating to material supplied to us.
We are not responsible for delays or additional costs caused by inaccurate information, unavailable access, missing customer dependencies or delays in receiving required instructions.
Legacy media and historic data may be incomplete, degraded, damaged, corrupted, incorrectly recorded or dependent upon obsolete hardware, software or data formats.
While we will exercise reasonable skill and care in performing recovery, migration and conversion services, we cannot guarantee that every item of data can be recovered, read, interpreted or converted successfully.
Data recovery and legacy-media conversion may involve working with fragile or deteriorating source materials. Where reasonably practicable, we will take appropriate precautions, but you acknowledge that handling ageing or damaged media may involve an inherent risk of further deterioration or failure.
Unless specifically agreed otherwise, you should retain any available original data and backups until you have confirmed that converted or migrated data is satisfactory.
We will perform migration and conversion services using the scope, mapping rules, specifications and acceptance criteria agreed with you.
Unless expressly included within the agreed scope, we are not responsible for:
correcting inaccurate source data;
reconstructing information that does not exist in the source;
resolving errors inherent in legacy systems;
guaranteeing compatibility with systems that have not been identified or tested;
modifying third-party software; or
validating the business meaning of every individual data record.
We may perform technical validation designed to confirm that data has been transferred or converted as intended. You remain responsible for final business acceptance of migrated or converted data unless otherwise agreed in writing.
Where we receive, access, extract, migrate, recover, convert, store or otherwise process personal data on behalf of a Customer as part of providing our services, we act as a Data Processor and the Customer acts as the Data Controller.
We will process such personal data only:
on the documented instructions of the Customer;
as necessary to provide the agreed services;
in accordance with the applicable contract or Data Processing Agreement; and
as otherwise required by applicable law.
The Customer is responsible for determining the lawful basis, purposes and scope of the processing and for ensuring that it has the necessary authority to provide personal data to us.
Where required, the parties will enter into an appropriate Data Processing Agreement ("DPA").
If there is any conflict between these Terms and an applicable DPA regarding the processing of personal data, the DPA will take precedence in relation to that processing.
Our handling of personal data is also described in our Privacy Policy.
Each party may receive confidential, commercially sensitive or proprietary information belonging to the other.
Each party agrees to:
keep confidential information secure;
use it only for purposes connected with the agreed services;
disclose it only to persons who reasonably need access and who are subject to appropriate confidentiality obligations; and
not disclose it to third parties except where authorised or legally required.
These obligations do not apply to information that:
is already lawfully in the public domain;
was lawfully known without an obligation of confidentiality;
is independently developed without reference to the confidential information; or
must be disclosed by law, regulation or court order.
We will maintain technical and organisational measures that we consider appropriate to the nature of the services and information being processed.
Customers acknowledge that no electronic storage, communication, migration or recovery process can be guaranteed to be entirely free from security risks, corruption or technical failure.
Any specific security requirements must be agreed in writing before work begins.
We may use appropriately qualified subcontractors to assist in delivering services.
Where a third party processes personal data on our behalf as a sub-processor, its appointment and use will be managed in accordance with applicable data-protection requirements and any applicable Data Processing Agreement.
We remain responsible for managing our subcontractors in accordance with our contractual obligations to you.
Unless otherwise agreed in writing, intellectual property owned by either party before an engagement remains the property of that party.
Your data remains your data. We do not acquire ownership of Customer data merely because it is supplied to us for migration, recovery, processing or conversion.
We retain ownership of our:
methodologies;
processes;
software;
utilities;
templates;
scripts;
technical tools;
documentation frameworks;
know-how; and
other pre-existing intellectual property.
Where we create bespoke deliverables specifically for you, ownership and licensing arrangements will be as stated in the applicable quotation, statement of work or other written agreement.
Our services may interact with software, hardware, platforms or services supplied by third parties.
We are not responsible for the availability, performance, licensing terms, functionality or actions of third-party products or providers outside our reasonable control.
You are responsible for obtaining and maintaining any third-party licences required for your systems unless we expressly agree otherwise.
Fees will be specified in the applicable quotation, order or agreement.
Unless otherwise agreed:
charges are exclusive of VAT and other applicable taxes;
invoices are payable within [30] days of the invoice date;
expenses specifically authorised by you may be charged separately; and
additional work outside the agreed scope may be charged at our applicable rates.
If an invoice is overdue, we may suspend further services after giving reasonable notice, without affecting our right to recover amounts properly due.
Either party may request a change to the agreed scope.
Where a requested change affects cost, resources, technical requirements or delivery dates, we may provide a revised quotation or change request.
We are not required to perform material additional work until the revised scope and any associated charges have been agreed.
We will use reasonable efforts to meet agreed delivery dates.
Unless expressly stated otherwise in writing, project dates and completion estimates are estimates rather than guarantees.
We will not be responsible for delays caused by matters outside our reasonable control or by Customer dependencies, including delayed access, missing information, unavailable systems or changes in scope.
Where appropriate, you will be given a reasonable opportunity to inspect and test deliverables.
You should notify us promptly of any material issue that causes a deliverable not to conform to the agreed specification.
Where we agree that a deliverable materially fails to meet the agreed specification, we will use reasonable efforts to correct the relevant issue.
Acceptance procedures specific to a project may be stated in the applicable statement of work.
We warrant that we will perform our services with reasonable skill and care.
Except as expressly provided in these Terms or an applicable written agreement, and to the fullest extent permitted by law, no other warranties, conditions or representations are given regarding the services.
In particular, unless expressly agreed, we do not warrant that:
all legacy data will be recoverable;
source data will be complete or accurate;
every legacy format can be interpreted;
third-party systems will remain available or compatible;
services will be entirely uninterrupted; or
migrated data will meet requirements that were not disclosed to us before the engagement.
Nothing in these Terms excludes or limits liability where doing so would be unlawful.
In particular, nothing excludes or limits liability for:
death or personal injury caused by negligence where liability cannot lawfully be excluded;
fraud or fraudulent misrepresentation; or
any other liability that cannot lawfully be excluded or restricted.
Subject to the above and to the fullest extent permitted by law, neither party will be liable to the other for indirect or consequential loss arising from the services.
Unless otherwise agreed in writing, we will not be liable for loss of profit, loss of anticipated savings, loss of opportunity, loss of goodwill or business interruption to the extent that such losses are lawfully excludable.
Where liability may lawfully be limited, our aggregate liability arising from a particular engagement will not exceed [the total fees paid or payable to us for that engagement / £________], unless a different liability cap is stated in the relevant statement of work or service agreement.
The parties acknowledge that the allocation of risk reflected in these Terms is relevant to the charges agreed for the services.
Where reasonably possible, you should maintain a complete backup or duplicate of data or media supplied to us.
Where original media is unique and cannot be duplicated, you must inform us before work begins.
We will exercise reasonable care when handling Customer property but cannot guarantee that already damaged, degraded or unstable media will remain readable or physically unchanged.
You must not use our services to knowingly:
breach applicable law;
infringe third-party intellectual property rights;
gain unauthorised access to data or systems;
process data that you have no lawful authority to provide to us;
distribute malicious software; or
facilitate fraudulent or unlawful activity.
We may refuse or suspend work where we reasonably believe that carrying it out would be unlawful.
We may suspend services where reasonably necessary because:
undisputed invoices remain materially overdue;
continued work presents a material security risk;
required Customer dependencies have not been provided;
continuing the service would breach applicable law; or
you materially breach these Terms.
Where reasonably practicable, we will notify you before suspending services and provide an opportunity to remedy the issue.
Either party may terminate an engagement in accordance with the termination provisions in the applicable quotation, statement of work or agreement.
Where no separate termination provision applies, either party may terminate if the other party commits a material breach and, where that breach is capable of remedy, fails to remedy it within a reasonable period after written notice.
Termination does not affect rights or obligations that arose before termination.
You remain responsible for fees properly incurred for services performed up to the effective date of termination, together with any agreed non-cancellable costs.
Following completion or termination of services, Customer data will be returned, retained or securely deleted in accordance with:
your documented instructions;
our Privacy Policy;
any applicable Data Processing Agreement;
agreed project requirements; and
applicable law.
We are not required to retain Customer data indefinitely after completion of an engagement.
You are responsible for retrieving any deliverables or returned data within any retention period communicated to you.
Neither party will be responsible for a failure or delay in performing its obligations where the failure results from circumstances beyond its reasonable control.
Such circumstances may include natural disasters, fire, flood, war, civil disturbance, government action, widespread telecommunications failures, infrastructure outages, cyber incidents affecting third-party infrastructure, industrial disputes or failures of essential suppliers.
This section does not excuse an obligation to pay amounts already due.
Formal notices relating to an agreement should be sent using the contact details specified in the applicable quotation, statement of work or service agreement.
Notices may be delivered electronically where permitted by the applicable agreement.
Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between the parties.
Neither party has authority to bind the other except where expressly agreed in writing.
Neither party may assign material rights or obligations under an agreement without the other party's prior written consent, such consent not to be unreasonably withheld, except as part of a bona fide corporate reorganisation, merger or sale of substantially all of the relevant business.
These Terms, together with the applicable quotation, statement of work, Data Processing Agreement and any other expressly incorporated documents, constitute the agreement between the parties concerning the relevant services.
They replace prior discussions or communications relating to the same subject matter, except in respect of fraud or fraudulent misrepresentation.
If there is a conflict between contractual documents, the following order of precedence will apply unless expressly agreed otherwise:
a specifically negotiated service agreement or statement of work;
an applicable Data Processing Agreement, for matters concerning personal-data processing;
an accepted quotation or order confirmation;
these Terms of Service; and
our Privacy Policy.
If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be treated as modified to the minimum extent necessary or, where modification is not possible, severed.
The remaining provisions will continue in effect.
A failure or delay in exercising a contractual right does not constitute a waiver of that right.
A waiver relating to one matter does not automatically constitute a waiver relating to another matter.
Unless expressly stated otherwise, a person who is not a party to an agreement does not have any right to enforce its terms.
We may update these Terms periodically.
Changes will not retrospectively alter the terms of an existing contracted project unless agreed between the parties or required by law.
The latest version applicable to future services will be published on our website with its effective date.
These Terms and any contractual or non-contractual dispute or claim arising from or relating to them or the services shall be governed by the laws of England and Wales.
The parties should first attempt in good faith to resolve any dispute through direct discussion.
If a dispute cannot be resolved informally, the courts of England and Wales shall have jurisdiction, subject to any mandatory statutory rights that cannot lawfully be excluded or restricted.
Accordingly, disputes concerning our services are managed in England under the laws of England and Wales.
Questions concerning these Terms should be directed to Contact Us.
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