1. Introduction & Scope

1.1
These Terms and Conditions (“Agreement”) govern the provision of all services supplied by Obsidian Networks Ltd (“Obsidian Networks Ltd”, “we”, “us”, “our”) to the business customer identified in the relevant Service Order (“Client”, “you”, “your”).

1.2
This Agreement applies to all services provided by Obsidian Networks Ltd, including but not limited to:

• Web hosting & email services
• Domain registration and renewal
• Connectivity services (FTTC, FTTP, leased lines, broadband)
• VoIP services
• Cloud servers, dedicated servers & infrastructure hosting
• Web development & digital services
• Reseller services
• Managed IT services (MSP) & technical support
• Cybersecurity services including penetration testing, Cyber Essentials assistance, vulnerability scanning and monitoring

1.3
This Agreement is B2B only. The Client warrants that it is contracting wholly for the purposes of its business and not as a consumer. Accordingly, consumer protection legislation including the Consumer Rights Act 2015 and Consumer Contracts Regulations 2013 does not apply.

1.4
Any Service Order, Statement of Work (SOW), Proposal, Quotation, or Project Specification forms part of this Agreement.

1.5
In the event of conflict, the order of precedence shall be:

1. Signed Master Services Agreement (MSA) (if in place)
2. Service Order / SOW
3. Product or Service Description
4. Data Processing Addendum
5. These Terms & Conditions
6. Acceptable Use Policy
7. Any other referenced document

2. Definitions

The following definitions apply throughout this Agreement.

“Acceptable Use Policy (AUP)”
The policy governing permitted and prohibited use of the Services.

“Agreement”
These Terms & Conditions together with any Service Order, SOW, Proposal, AUP, Data Processing Addendum, or other document referenced herein.

“Business Day”
A day other than Saturday, Sunday or a public holiday in England and Wales.

“Charges”
The fees payable for the Services as set out in the Service Order, price list, or SOW.

“Client Equipment”
Any equipment, software, devices, systems or networks owned, licensed or controlled by the Client.

“Connectivity Services”
Broadband, FTTC/FTTP, leased lines, SIP trunks, VoIP connectivity, or other telecommunications access provided by Obsidian Networks Ltd.

“Cybersecurity Services”
Penetration testing, vulnerability scanning, monitoring, Cyber Essentials consultancy and related security services.

“Data Protection Legislation”
UK GDPR, Data Protection Act 2018, PECR, and all applicable guidance.

“Domain Services”
Registration, renewal, transfer, DNS, WHOIS management, and domain administration.

“Intellectual Property Rights”
All patents, copyrights, trademarks, trade secrets, design rights, software rights and related rights.

“Managed Services (MSP Services)”
Ongoing IT support, monitoring, patching, system administration, managed infrastructure and related services.

“Obsidian Networks Ltd Equipment”
Any hardware or software supplied, rented or installed by Obsidian Networks Ltd.

“Service Commencement Date”
The date the Service is made available to the Client.

“Service Level Agreement (SLA)”
Any separate SLA agreed between the parties. (Per your instruction: SLA applies only if separately contracted.)

“Service Order”
An order form or other document indicating the Services purchased.

“Services”
All services supplied by Obsidian Networks Ltd under any Service Order.

“VoIP Services”
Internet telephony services provided to the Client.

3. Agreement Term & Renewal

3.1
Unless stated otherwise in the Service Order, each Service is supplied for a minimum 12-month contract term from the Service Commencement Date.

3.2
At the end of the initial term, the Service will automatically renew for consecutive 12-month renewal periods, unless either party gives no less than 60 days’ written notice prior to the end of the then-current term.

3.3
All renewals are on the prevailing prices and terms applicable at the renewal date unless otherwise agreed in writing.

3.4
Early termination by the Client (other than for Obsidian Networks Ltd’s material breach) will result in the Client becoming immediately liable for:

• all Charges remaining for the full unexpired term; and
• any third-party costs committed by Obsidian Networks Ltd on the Client’s behalf.

3.5
Where Services are added during an active term, those new Services:

• will run to the end of the current term, or
• may begin a new 12-month term if specified in a Service Order.

3.6
Temporary suspension of a Service does not pause, reduce, or extend the minimum term.

1. Introduction & Scope

1.1
These Terms and Conditions (“Agreement”) govern the provision of all services supplied by Obsidian Networks Ltd Networks Ltd (“Obsidian Networks Ltd”, “we”, “us”, “our”) to the business customer identified in the relevant Service Order (“Client”, “you”, “your”).

1.2
This Agreement applies to all services provided by Obsidian Networks Ltd, including but not limited to:

• Web hosting & email services
• Domain registration and renewal
• Connectivity services (FTTC, FTTP, leased lines, broadband)
• VoIP services
• Cloud servers, dedicated servers & infrastructure hosting
• Web development & digital services
• Reseller services
• Managed IT services (MSP) & technical support
• Cybersecurity services including penetration testing, Cyber Essentials assistance, vulnerability scanning and monitoring

1.3
This Agreement is B2B only. The Client warrants that it is contracting wholly for the purposes of its business and not as a consumer. Accordingly, consumer protection legislation including the Consumer Rights Act 2015 and Consumer Contracts Regulations 2013 does not apply.

1.4
Any Service Order, Statement of Work (SOW), Proposal, Quotation, or Project Specification forms part of this Agreement.

1.5
In the event of conflict, the order of precedence shall be:

1. Signed Master Services Agreement (MSA) (if in place)
2. Service Order / SOW
3. Product or Service Description
4. Data Processing Addendum
5. These Terms & Conditions
6. Acceptable Use Policy
7. Any other referenced document

2. Definitions

The following definitions apply throughout this Agreement.

“Acceptable Use Policy (AUP)”
The policy governing permitted and prohibited use of the Services.

“Agreement”
These Terms & Conditions together with any Service Order, SOW, Proposal, AUP, Data Processing Addendum, or other document referenced herein.

“Business Day”
A day other than Saturday, Sunday or a public holiday in England and Wales.

“Charges”
The fees payable for the Services as set out in the Service Order, price list, or SOW.

“Client Equipment”
Any equipment, software, devices, systems or networks owned, licensed or controlled by the Client.

“Connectivity Services”
Broadband, FTTC/FTTP, leased lines, SIP trunks, VoIP connectivity, or other telecommunications access provided by Obsidian Networks Ltd.

“Cybersecurity Services”
Penetration testing, vulnerability scanning, monitoring, Cyber Essentials consultancy and related security services.

“Data Protection Legislation”
UK GDPR, Data Protection Act 2018, PECR, and all applicable guidance.

“Domain Services”
Registration, renewal, transfer, DNS, WHOIS management, and domain administration.

“Intellectual Property Rights”
All patents, copyrights, trademarks, trade secrets, design rights, software rights and related rights.

“Managed Services (MSP Services)”
Ongoing IT support, monitoring, patching, system administration, managed infrastructure and related services.

“Obsidian Networks Ltd Equipment”
Any hardware or software supplied, rented or installed by Obsidian Networks Ltd.

“Service Commencement Date”
The date the Service is made available to the Client.

“Service Level Agreement (SLA)”
Any separate SLA agreed between the parties. (Per your instruction: SLA applies only if separately contracted.)

“Service Order”
An order form or other document indicating the Services purchased.

“Services”
All services supplied by Obsidian Networks Ltd under any Service Order.

“VoIP Services”
Internet telephony services provided to the Client.

3. Agreement Term & Renewal

3.1
Unless stated otherwise in the Service Order, each Service is supplied for a minimum 12-month contract term from the Service Commencement Date.

3.2
At the end of the initial term, the Service will automatically renew for consecutive 12-month renewal periods, unless either party gives no less than 60 days’ written notice prior to the end of the then-current term.

3.3
All renewals are on the prevailing prices and terms applicable at the renewal date unless otherwise agreed in writing.

3.4
Early termination by the Client (other than for Obsidian Networks Ltd’s material breach) will result in the Client becoming immediately liable for:

• all Charges remaining for the full unexpired term; and
• any third-party costs committed by Obsidian Networks Ltd on the Client’s behalf.

3.5
Where Services are added during an active term, those new Services:

• will run to the end of the current term, or
• may begin a new 12-month term if specified in a Service Order.

3.6
Temporary suspension of a Service does not pause, reduce, or extend the minimum term.

4. Hosting, Email & Cloud Services

4.1 Service Provision
Obsidian Networks Ltd will provide hosting, email, cloud server, dedicated server, or related infrastructure services as specified in the Service Order.

4.2 Environment Management
Unless expressly stated otherwise:

• Obsidian Networks Ltd manages and maintains only the infrastructure we provide.
• The Client is responsible for all configuration, coding, applications, databases, scripts, plugins, and content deployed on the environment.

4.3 Content Responsibility
The Client is solely responsible for all website or data content, including legality and compliance with the AUP.

4.4 Security of Hosted Content
The Client is responsible for:

• strong passwords and access control
• patching applications (CMS, plugins, custom code, themes, etc.)
• scanning uploaded code for malware
• ensuring no hosted content causes service degradation

Obsidian Networks Ltd may suspend any hosting account that threatens platform stability or poses a security risk.

4.5 Backups
Unless a backup service is explicitly purchased:

• Obsidian Networks Ltd does not guarantee backups.
• The Client must perform and verify its own backups.

Where a backup service is purchased:

• Backups are provided on a best-effort basis.
• Obsidian Networks Ltd is not liable for data loss except where caused by our proven negligence.
• Restores may incur a professional services fee.

4.6 Resource Usage & Fair Use
Cloud and hosting resources (disk, CPU, RAM, I/O, bandwidth) are subject to fair usage.

Obsidian Networks Ltd may:

• throttle usage,
• require upgrade to a higher plan, or
• suspend service

if usage materially impacts platform stability.

5. Domain Name Services

5.1 General
Obsidian Networks Ltd provides domain registration, renewal, transfer, DNS and management services through accredited registrars (including Nominet UK).

5.2 Registrar Terms
For all .UK domains, the Client agrees to Nominet’s current terms:

• https://www.nominet.uk/terms

For non-UK domains, the Client agrees to the relevant registry’s terms.

5.3 Client Responsibilities
The Client is responsible for:

• Providing accurate registration details.
• Keeping admin, technical, and billing contact details current.
• Ensuring renewals are paid prior to expiry.

Obsidian Networks Ltd is not liable for domain loss, suspension, or interruption caused by:

• expired domains,
• inaccurate contact details, or
• registry actions.

5.4 Renewals
Domains will auto-renew unless the Client provides written notice at least 14 days before renewal.

Renewals are billed 30 days in advance.

5.5 Ownership
Domains registered on behalf of the Client remain the Client’s property if invoices are paid in full.
If invoices remain unpaid, Obsidian Networks Ltd may:

• change the IPS tag,
• update WHOIS contacts,
• retain the domain to mitigate unpaid costs.

5.6 Transfers
Obsidian Networks Ltd will transfer domains to another provider when the Client:

• requests transfer in writing, and
• has settled all outstanding invoices.

Transfer fees may apply unless stated otherwise.

5.7 Domain Names – Additional Information

5.7.1 For .UK Domain Name Registrations we require you to review and accept Nominets Terms & Conditions which can be found at Nominets Terms and Conditions

5.7.2 Additional terms for .GOV.UK Domain Name Registrations require you to review and accept Nominets Terms & Conditions which can be found at https://www.gov.uk/guidance/additional-terms-for-govuk-agreements

5.7.3 If you wish to raise a complaint about abuse (phishing scams, spam emails etc), please contact a member of our team with as much detail about the abuse that you have received. You can contact us via [email protected] or alternatively please call 01244 56 99 28. We will investigate your complaint immediately.

5.7.4 Please contact a member of our team during the business hours of 0830 – 1700 Monday – Friday on 01244 56 99 28 or alternatively email [email protected]. We will respond to all points of contact regarding any of our services within 1 business day and aim to resolve any issues you have within 5 business days.

5.7.5 Here at Obsidian Networks Ltd we aim to get it right all of the time. Sometimes the occasion may arise where we have not got it right for you, we can only improve on our services with valid feedback form you, our customers. If you wish to make a complaint about a product or service that you have received from us, please submit an email to [email protected] including as much detail as possible. We will acknowledge your complaint within 1 business day and aim to have this fully resolved within 5 business days.

If you are not happy with the initial outcome of your complaint regarding our product or service, please feel free to escalate your issue to a senior member of our team on 01244 56 99 28.

5.7.6 If your complaint is in relation to a .UK domain name and you are not happy with the initial outcome, please feel free to escalate your issue to Nominet (the .UK registry) at Nominets Complaints Escalation

5.7.7 4.1

For .UK Domain Name Registrations we require you to review and accept Nominets Terms & Conditions which can be found at Nominets Terms and Conditions

4.2

Additional terms for .GOV.UK Domain Name Registrations require you to review and accept Nominets Terms & Conditions which can be found at https://www.gov.uk/guidance/additional-terms-for-govuk-agreements

4.3

If you wish to raise a complaint about abuse (phishing scams, spam emails etc), please contact a member of our team with as much detail about the abuse that you have received. You can contact us via [email protected] or alternatively please call 01244 56 99 28. We will investigate your complaint immediately.

4.4

Please contact a member of our team during the business hours of 0830 – 1700 Monday – Friday on 01244 56 99 28 or alternatively email [email protected]. We will respond to all points of contact regarding any of our services within 1 business day and aim to resolve any issues you have within 5 business days.

4.5

Here at Obsidian Networks Ltd we aim to get it right all of the time. Sometimes the occasion may arise where we have not got it right for you, we can only improve on our services with valid feedback form you, our customers. If you wish to make a complaint about a product or service that you have received from us, please submit an email to [email protected] including as much detail as possible. We will acknowledge your complaint within 1 business day and aim to have this fully resolved within 5 business days.

If you are not happy with the initial outcome of your complaint regarding our product or service, please feel free to escalate your issue to a senior member of our team on 01244 56 99 28.

4.6

If your complaint is in relation to a .UK domain name and you are not happy with the initial outcome, please feel free to escalate your issue to Nominet (the .UK registry) at Nominets Complaints Escalation

4.7

All domains are renewed on an annual basis, we will send out reminder emails 30 days, 14 days, 7 days and 1 day before expiry. We will send emails to the email address that we have on file. It is the registrants responsibility to make sure that their contact details are fully up to date. Obsidian Networks Ltd take no responsibility if your domain renewal fails due to your contact details being incorrect. If you do not wish to renew a domain please make sure that you contact us a minimum of 14 days before your domain name expires by emailing us at [email protected].

Alternatively, you can set your domain name to auto renew and this can be managed through our client portal area of our website. All domains will be auto renewed 14 days in advance of the domain name expiring and will be billed 30 days in advance.

All domains are renewed on an annual basis, we will send out reminder emails 30 days, 14 days, 7 days and 1 day before expiry. We will send emails to the email address that we have on file. It is the registrants responsibility to make sure that their contact details are fully up to date. Obsidian Networks Ltd take no responsibility if your domain renewal fails due to your contact details being incorrect. If you do not wish to renew a domain please make sure that you contact us a minimum of 14 days before your domain name expires by emailing us at [email protected].

Alternatively, you can set your domain name to auto renew and this can be managed through our client portal area of our website. All domains will be auto renewed 14 days in advance of the domain name expiring and will be billed 30 days in advance.

 

6. Connectivity Services (FTTC, FTTP, Leased Lines)

6.1 Provisioning
Connectivity services are delivered using third-party carriers (e.g., Openreach, wholesale ISPs). All activation dates are estimates; Obsidian Networks Ltd is not liable for carrier delays.

6.2 Minimum Terms
Connectivity circuits typically carry 12–36 month terms, depending on carrier.
If different from your master T&Cs, the Service Order will specify the applicable term.

6.3 Installation Requirements
The Client must:

• ensure required access is available for engineers
• provide suitable internal wiring, rack space, power, and environment
• obtain wayleaves or landlord permissions where required

Abortive engineer visits are chargeable at carrier rates.

6.4 Performance & Contention
Broadband speeds are subject to:

• line capability
• network contention
• atmospheric and environmental conditions
• carrier availability

Obsidian Networks Ltd cannot guarantee headline speeds.

6.5 Router / CPE Equipment
Where supplied:

• Obsidian Networks Ltd Equipment remains our property unless purchased outright
• the Client is responsible for damage, theft, misuse, or improper modification
• replacement fees apply for lost/damaged units

6.6 Faults & Support
Connectivity faults are handled under:

• carrier SLA (response/fix times are dictated by the wholesale provider)
• Obsidian Networks Ltd’s standard support process

The Client must assist in basic diagnostic checks.

6.7 Prohibited Use
Connectivity may not be used for:

• unlawful activity
• spam
• network attacks
• traffic manipulation or overuse beyond fair usage

Obsidian Networks Ltd may temporarily shape or suspend traffic to protect network integrity.

7. VoIP Services

7.1 General
VoIP services include SIP trunks, hosted PBX, call routing, and related telephony services.

7.2 Emergency Calls
VoIP services rely on internet connectivity. The Client acknowledges:

• emergency calls (999/112) may not function during power or connectivity loss
• VoIP must not be relied upon as a sole emergency line

7.3 Number Porting
Porting is subject to:

• correct information from the Client
• acceptance by losing provider
• industry porting rules

Delays are not within Obsidian Networks Ltd’s control.

7.4 VoIP Security
The Client must implement:

• strong SIP passwords
• firewalls
• call fraud prevention measures
• restricted call destinations (unless authorised)

Obsidian Networks Ltd is not liable for call fraud unless caused by our proven negligence.

7.5 Call Charges
Outbound calls are billed at published rates. Fraudulent or hack-generated calls are payable by the Client unless explicitly covered by an insurance product purchased separately.

8. Web Development Services

8.1 Scope of Work
The scope, deliverables, and timeline will be defined in a SOW or Proposal.

8.2 Client Materials
The Client must supply:

• branding, logos, copy, images, video and other assets
• timely approvals and feedback

Delays caused by the Client may extend timelines.

8.3 Testing & Acceptance
On completion, Obsidian Networks Ltd will provide a test/staging environment.
The site is deemed accepted if:

• the Client confirms acceptance in writing, or
• the site goes live, or
• 10 Business Days pass with no rejection notice

8.4 Intellectual Property
Unless agreed otherwise:

• bespoke work is assigned to the Client on full payment
• Obsidian Networks Ltd retains rights to frameworks, libraries, templates, and tools
• third-party licences remain subject to supplier terms

8.5 Maintenance
Ongoing updates, support or changes require a separate support plan or MSP contract.

9. Reseller Terms

9.1 Reseller Responsibility
As selected by you, resellers are fully responsible for their end customers.

The Reseller must:

• provide first-line support to its end users
• ensure end users comply with Obsidian Networks Ltd’s AUP
• manage billing and communication with their end users

Obsidian Networks Ltd’s contractual relationship is with the Reseller only.

9.2 Liability
The Reseller indemnifies Obsidian Networks Ltd against all claims arising from:

• end-user misuse
• content posted by end users
• security incidents
• complaints or disputes

9.3 Right to Suspend
Obsidian Networks Ltd may suspend any reseller account or end-user account that:

• violates the AUP
• causes security or stability risks
• engages in unlawful activity

10. MSP / IT Support Services

10.1 Scope of MSP Services
MSP services may include:

• remote & onsite support
• patching & updates
• device monitoring
• antivirus/EDR deployment
• user administration
• system maintenance
• backup management (if purchased)
• licensing and vendor management

10.2 Client Responsibilities

The Client must:

• maintain supported hardware and OS versions
• ensure physical and logical security of all devices
• maintain valid licensing for all software
• follow Obsidian Networks Ltd’s security recommendations
• provide administrative access where required

10.3 Exclusions
Unless stated in a SOW, MSP support does not include:

• development work
• data recovery
• unsupported OS or hardware
• bespoke applications
• hardware replacement
• network re-design
• security breach remediation
• third-party software support
• out-of-hours work (unless contracted)

10.4 Response Times
Response times apply only where an SLA is separately contracted.

10.5 Changes & Projects
Major changes, migrations, installations or projects are outside MSP scope and require separate quotation.

11. Cybersecurity Services

11.1 Permission to Test
For penetration testing and vulnerability scanning, the Client must provide:

• written authorisation
• accurate scoping information
• safe IP ranges
• named contacts

11.2 Testing Risks
Although tests are performed responsibly, they may:

• impact system performance
• expose existing vulnerabilities
• cause temporary outages

Obsidian Networks Ltd is not liable for such impacts unless caused by our negligence.

11.3 Findings & Reports
Obsidian Networks Ltd’s findings identify vulnerabilities but cannot guarantee detection of all weaknesses.

Security testing provides a snapshot in time and does not ensure:

• the system is secure
• vulnerabilities won’t reappear
• new threats won’t emerge

11.4 Remediation
The Client is solely responsible for implementing remediation actions.
Obsidian Networks Ltd can provide remediation work separately at additional cost.

11.5 Cyber Essentials Consultancy
Cyber Essentials guidance is advisory.
Certification is granted only by approved assessors Obsidian Networks Ltd cannot guarantee that the Client will pass.

11.6 Vulnerability Scanning & Monitoring
Where monitoring is provided:

• alerts are best-effort and may not detect all issues
• the Client remains responsible for reviewing and acting on alerts

Obsidian Networks Ltd is not responsible for incidents caused by failure to act on recommendations.

12. Acceptable Use Policy (AUP)

12.1 General Obligations
The Client must use all Services in a lawful, responsible, and secure manner.
The Client is responsible for all use of the Services by its employees, agents, contractors, end users, or anyone accessing the Services through the Client’s systems.

12.2 Prohibited Activities
The Client must not use any Service to:

1. transmit, store or process material that is unlawful, harmful, defamatory, obscene, discriminatory or otherwise objectionable;
   b. infringe third-party Intellectual Property Rights;
   c. engage in hacking, penetration without permission, port scanning (unless part of a contracted service), or network probing;
   d. distribute malware, ransomware, viruses, worms, trojans or malicious scripts;
   e. send unsolicited bulk or mass marketing messages (“spam”);
   f. conduct DDoS attacks or participate in botnets;
   g. interfere with the security or performance of Obsidian Networks Ltd systems or other customers;
   h. host or distribute data which may be reasonably considered harmful, including pirated software, illegal torrents, or unlicensed media.

12.3 Network Integrity
Obsidian Networks Ltd may, without liability:

• rate-limit
• restrict
• filter
• throttle
• or suspend traffic or services

if necessary to maintain network stability or comply with legal obligations.

12.4 Breach
Failure to comply with the AUP may result in immediate suspension or termination of services, without prejudice to Obsidian Networks Ltd’s other rights.

13. Data Protection (UK GDPR & DPA 2018)

13.1 Roles
For most Services:

• The Client is the Data Controller.
• Obsidian Networks Ltd is the Data Processor.

For domain services, billing, and account management, Obsidian Networks Ltd may act as an independent Data Controller.

13.2 Processor Obligations
Where Obsidian Networks Ltd processes personal data as a Processor, we shall:

1. process data only on documented Client instructions;
   b. implement appropriate technical and organisational security measures;
   c. ensure personnel are bound by confidentiality;
   d. assist the Client with Data Subject requests, DPIAs, and breach notifications;
   e. notify the Client without undue delay of any personal data breach;
   f. delete or return personal data at contract termination (unless retention is legally required);
   g. maintain records of processing as required by law.

13.3 Sub-Processors
Obsidian Networks Ltd may engage sub-processors (e.g., datacentres, registrars, cloud platforms).
A list is available on request.
Obsidian Networks Ltd will ensure all sub-processors enter equivalent GDPR-compliant contracts.

13.4 International Transfers
Obsidian Networks Ltd will not transfer personal data outside the UK without:

• adequate safeguards (e.g., IDTA, UK Addendum), or
• a legal basis under the UK GDPR.

13.5 Client Responsibilities
The Client must:

• ensure it has lawful grounds for processing personal data;
• provide accurate and lawful instructions to Obsidian Networks Ltd;
• maintain its own organisational and technical security;
• notify Obsidian Networks Ltd of relevant data protection issues.

13.6 Indemnity
The Client indemnifies Obsidian Networks Ltd for losses arising from the Client’s breach of data protection law.

14. Charges & Payment

14.1 Billing
Charges are as set out in the Service Order or price list.
Recurring fees are billed:

• monthly, quarterly, or annually in advance, or
• as otherwise defined in the Service Order.

14.2 Payment Terms
Invoices are due within 14 days unless otherwise agreed.

14.3 Late Payments
If a payment is not made when due, Obsidian Networks Ltd may:

1. charge interest at 5% above Barclays Bank base rate, accruing daily;
   b. charge administrative or debt recovery fees;
   c. suspend Services;
   d. require full payment before reactivation.

14.4 Direct Debit / Card Payments
Where used, the Client authorises Obsidian Networks Ltd to collect Charges automatically.

14.5 Disputed Amounts
The Client must notify Obsidian Networks Ltd within 7 days of invoice receipt if disputing any amount.
All undisputed amounts remain payable on time.

14.6 Indexation
Obsidian Networks Ltd may increase Charges annually in line with CPI or RPI.
For material increases, the Client may terminate the affected Service in accordance with the Agreement.

15. Intellectual Property Rights

15.1
All Intellectual Property Rights in:

• Obsidian Networks Ltd systems, software, tools, and platforms,
• proprietary methodologies, scripts, and processes,
• any custom development not expressly assigned

remain the property of Obsidian Networks Ltd or its licensors.

15.2
The Client receives a non-exclusive, non-transferable licence to use Obsidian Networks Ltd’s materials solely for internal business use for the duration of the Agreement.

15.3 Client IP
The Client retains ownership of:

• its own data,
• branding,
• content,
• custom creative materials supplied by the Client.

15.4 Third-Party Licences
Third-party software and services are governed by their own licensing terms.

16. Confidentiality

16.1
Each party agrees to keep the other party’s Confidential Information strictly confidential.

16.2
Confidential Information may only be disclosed:

• to employees, subcontractors or advisers who need to know,
• where required by law, court order or regulator.

16.3 Exclusions
Confidentiality does not apply to information which:

• becomes public without breach;
• is independently developed;
• is lawfully received from a third party.

16.4
Confidentiality survives termination.

17. Suspension & Termination of Services

17.1 Suspension
Obsidian Networks Ltd may suspend Services immediately if:

1. the Client fails to pay any invoice when due;
   b. the Client breaches the AUP or this Agreement;
   c. required by law, regulator, or security necessity;
   d. the Client’s systems cause risk to Obsidian Networks Ltd or others;
   e. there is a threat to the integrity or stability of the network.

17.2 Termination for Cause
Either party may terminate with immediate effect if the other:

• materially breaches the Agreement and fails to remedy within 14 days, or
• becomes insolvent or ceases business.

17.3 Termination for Convenience
As per Section A:

• minimum 12-month term
• automatic 12-month renewal
• 60-day notice before contract end

17.4 Effect of Termination
Upon termination:

1. all outstanding Charges become immediately due;
   b. Services will be disconnected;
   c. Obsidian Networks Ltd Equipment must be returned promptly;
   d. the Client’s data may be deleted after 30 days;
   e. Domains may be transferred once all invoices are settled.

17.5 No Refunds
There are no refunds for early termination unless legally required or expressly agreed.

18. Liability & Indemnity

18.1 Unlimited Liability
Nothing in this Agreement limits either party’s liability for:

1. death or personal injury caused by negligence;
   b. fraud or fraudulent misrepresentation;
   c. any liability which cannot lawfully be excluded.

18.2 Excluded Losses
To the fullest extent permitted by law, Obsidian Networks Ltd shall not be liable for any:

1. loss of profits, revenue, business, or opportunities;
   b. loss or corruption of data (unless caused by Obsidian Networks Ltd’s negligence and a paid backup service is in place);
   c. loss of goodwill or reputation;
   d. loss arising from cybersecurity incidents caused by third parties, malware, or Client misconfiguration;
   e. indirect or consequential loss;
   f. losses caused by Client failure to implement security recommendations;
   g. losses arising from third-party carriers, registrars, datacentres, or software vendors.

18.3 Cap on Liability
As selected by you:

Obsidian Networks Ltd’s total aggregate liability in any 12-month period shall not exceed the total Charges paid by the Client in that same 12-month period.

This applies to all claims, whether in contract, tort, negligence or otherwise.

18.4 Cybersecurity & MSP Liability Clarification
For cybersecurity, MSP and IT support services, Obsidian Networks Ltd is not liable for:

• vulnerabilities not identified during testing
• zero-day exploits
• breaches occurring due to Client failure to patch, maintain, or follow advice
• disruption resulting from penetration testing conducted with Client authorisation
• residual risk inherent in all IT systems

18.5 Client Indemnity
The Client shall indemnify Obsidian Networks Ltd against all claims, losses, fines, and damages arising from:

1. Client breach of the Agreement or AUP;
   b. misuse of the Services by the Client or its users;
   c. infringement of third-party Intellectual Property Rights by Client content;
   d. Client’s failure to comply with data protection laws;
   e. actions of end users in reseller environments.
2. Assignment & Subcontracting

19.1
The Client may not assign, transfer or subcontract any rights or obligations without Obsidian Networks Ltd’s prior written consent.

19.2
Obsidian Networks Ltd may assign or subcontract any part of the Services, provided that:

• subcontractors are competent and
• Obsidian Networks Ltd remains responsible for their performance.

19.3
Assignment does not invalidate existing terms or renewals.

20. Notices

20.1 Methods of Notice
Notices must be given in writing and delivered by:

• email (to the registered address),
• hand delivery, or
• first-class post.

20.2 Service of Notice
A notice is deemed received:

• by hand: when delivered;
• by email: when sent (unless a bounce-back occurs);
• by post: second Business Day after posting.

20.3
The Client is responsible for maintaining accurate billing and contact information.

21. General Provisions

21.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, proposals or understandings.

21.2 No Partnership
This Agreement does not create a partnership, joint venture, agency, or employment relationship.

21.3 Force Majeure
Neither party is liable for delays or failures caused by events beyond reasonable control, including:

• natural disasters,
• war, terrorism, civil disorder,
• power or utility failures,
• supply chain failures,
• major cyber incidents,
• industrial action.

If a Force Majeure event continues for more than 60 days, either party may terminate the affected Service with 30 days’ notice.

21.4 Severance
If any clause is held invalid, the rest of the Agreement remains enforceable.

21.5 Waiver
Failure to enforce any right does not operate as a waiver of future rights.

21.6 Third-Party Rights
No third party has rights to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

21.7 Survival
Clauses relating to confidentiality, liability, intellectual property, payment, indemnity, and data protection shall survive termination.

22. Governing Law & Jurisdiction

22.1
This Agreement is governed by the laws of England and Wales.

22.2
The parties submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising under this Agreement.