Terms & Conditions for Fortray Tech Ltd

Important Notice

These General Terms and Conditions govern use of www.fortraytech.com and provide a general framework for enquiries and business dealings with FORTRAY TECH LTD. They do not replace a signed proposal, quotation, statement of work, order form, managed services agreement, data processing agreement, service level agreement or other service-specific contract. If there is a conflict, the signed service-specific agreement takes priority to the extent of the conflict.

1. About Us

FORTRAY TECH LTD, a company registered in England and Wales.

• Company number: 16631478.
• ICO registration reference: ZC117358.
• Registered office: Unit G04 Mirror Works, 12 Marshgate Lane, London, Newham, E15 2NH, United Kingdom.
• Website: https://www.fortraytech.com.
• Email: [email protected].

2. Acceptance of These Terms

By accessing or using the website, you agree to these Terms. If you use the website on behalf of an organisation, you confirm that you are authorised to act for that organisation. If you do not agree, you must not use the website.

Additional terms may apply to particular services, portals, quotations, trials, promotions or resources. Those additional terms form part of the agreement for the relevant activity.

3. Definitions

• Customer means a person or organisation that purchases or agrees to purchase Services from us.
• Services means the IT, cybersecurity, cloud, Microsoft 365, network, consulting, support, compliance or related services described in an Order.
• Order means an accepted quotation, proposal, order form, statement of work or other written document describing the Services.
• Content means text, graphics, downloads, documents, software, branding and other materials made available through the website.
• Business Day means Monday to Friday, excluding public holidays in England.

4. Website Use

You may use the website for lawful business and informational purposes. You must not:

• Use the website unlawfully, fraudulently or in a way that infringes another person's rights.
• Attempt to gain unauthorised access to the website, hosting environment, accounts, systems or data.
• Introduce malware, harmful code, automated attacks or excessive traffic.
• Scrape, crawl, probe, scan or test the website without our prior written permission, except for ordinary indexing by legitimate search engines.
• Misrepresent your identity or authority, submit false information, or interfere with website operation or security.
• Copy, modify, redistribute, reverse engineer or commercially exploit Content except as expressly permitted by law or in writing.

We may restrict or suspend access where reasonably necessary to protect the website, users, systems, data or legal rights.

5. Website Information

Website Content is provided for general information and does not constitute legal, regulatory, financial or professional advice. Technology and cybersecurity outcomes depend on individual circumstances. You should obtain advice and a written scope appropriate to your requirements before acting on general website information.

We take reasonable care when preparing Content but do not guarantee that all Content is complete, current, error-free or suitable for a particular purpose. We may update or remove Content without notice.

6. Enquiries, Quotations and Orders

An enquiry, website form submission, demonstration or consultation request does not create a binding obligation to supply Services. Unless otherwise stated, a quotation is an invitation to place an Order and may be withdrawn before acceptance.

A contract for Services is formed only when we confirm acceptance in writing or begin delivering the agreed Services. The contract consists of the accepted Order, these Terms and any expressly incorporated documents. We may carry out reasonable credit, identity, sanctions or authority checks before accepting an Order.

Unless an Order states otherwise, quotations exclude work outside scope, third-party licences, hardware, travel, taxes and expenses. Changes must be agreed in writing and may affect fees, dependencies and delivery dates.

7. Service Delivery

We will provide Services with reasonable care and skill and substantially in accordance with the applicable Order. Dates and timescales are estimates unless expressly stated to be binding. We are not responsible for delay caused by Customer dependencies, third parties, inaccurate information, unavailable access, security restrictions or events outside our reasonable control.

Remote or administrative access will be used only as authorised and reasonably necessary for the Services. Emergency work, incident response and remediation may require rapid decisions. Any special authority, approval path or spending limit should be recorded in the Order or incident response arrangement.

8. Customer Responsibilities

The Customer must:

• Provide timely, accurate and complete information, decisions, access, credentials and cooperation.
• Maintain appropriate backups, licences, insurance, security controls and business continuity arrangements unless the Order expressly allocates these responsibilities to us.
• Ensure that instructions and any data supplied to us are lawful and do not infringe third-party rights.
• Identify critical systems, regulatory obligations, change restrictions, maintenance windows and safety requirements before work begins.
• Ensure authorised users follow documentation, security requirements and acceptable use rules.
• Review deliverables, reports and recommendations promptly and notify us of material issues within a reasonable period.

We are not responsible for the consequences of ignored recommendations, unsupported systems, unauthorised changes, inaccurate information, weak Customer-controlled credentials or failure to maintain agreed dependencies.

9. Cybersecurity and Technology Risk

No technology, control, assessment, monitoring service or certification programme can guarantee that a system will be continuously available, free from vulnerabilities or protected from every threat. Security assessments and scans represent conditions observable within the agreed scope and at the time performed.

Unless expressly included in an Order, Services do not include continuous monitoring, penetration testing, legal compliance assurance, data recovery, forensic readiness, incident response retainers or guaranteed certification. A certification body or scheme owner remains responsible for certification decisions.

10. Fees, Invoicing and Payment

Fees, billing frequency, expenses, taxes and payment dates will be stated in the Order. Unless stated otherwise, amounts are exclusive of VAT and other applicable taxes. Invoices must be paid in cleared funds by the due date using an approved payment method.

If an undisputed invoice is overdue, we may charge interest and recover reasonable debt collection costs to the extent permitted by law. We may suspend affected Services after reasonable notice where payment remains overdue, provided suspension would not be unlawful or create a disproportionate security risk. The Customer must promptly notify us of a genuine invoice dispute and pay any undisputed amount.

11. Cancellations, Renewal and Termination

Cancellation, minimum term, renewal and notice provisions for Services will be stated in the Order. If the Order is silent, either party may terminate an ongoing service by giving 30 days' written notice, but this does not cancel completed work, committed third-party costs or charges accrued before termination.

Either party may terminate for a material breach not remedied within 14 days after written notice, or immediately where the breach cannot be remedied, the other party becomes insolvent, or continuation would be unlawful. We may suspend Services immediately where reasonably necessary to address a serious security threat, misuse, unlawful activity or risk to our systems or other customers.

On termination, the Customer must pay all amounts properly due. Each party must return or securely delete the other party's confidential information as contractually required, subject to legal retention duties and routine secure backups.

12. Intellectual Property

We and our licensors retain ownership of the website, our pre-existing materials, methods, templates, scripts, tools, know-how, trademarks and Content. Nothing transfers ownership unless expressly stated in an Order.

Subject to full payment, the Customer receives a non-exclusive, non-transferable licence to use deliverables created specifically for the Customer for its internal business purposes, unless the Order grants different rights. Third-party products and open-source components remain subject to their applicable licence terms.

The Customer retains ownership of Customer materials and grants us a limited licence to use them only as necessary to provide Services, meet legal obligations and enforce the contract.

13. Confidentiality

Each party must keep the other party's confidential information secure and use it only for the contract. Confidential information may be disclosed to personnel, professional advisers and subcontractors who need it and are subject to suitable confidentiality duties, or where disclosure is required by law.

Confidentiality obligations do not apply to information that is lawfully public, already known without restriction, independently developed, or lawfully received from another source. These obligations continue after termination.

14. Data Protection

Each party must comply with applicable data protection law. Our Privacy Policy explains how we process personal data as a controller. Where we process personal data on behalf of a Customer, the parties will enter into appropriate processor terms or a Data Processing Agreement where required.

The Customer is responsible for having a lawful basis, issuing required privacy information and providing lawful instructions for Customer personal data. We may use subprocessors and international transfer safeguards as set out in the applicable agreement and privacy documentation.

15. Third-Party Products and Services

Services may depend on third-party software, cloud platforms, telecommunications, licences, suppliers or manufacturers. Third-party terms, service levels, privacy practices, availability and changes are controlled by those providers. We are not responsible for a third party's acts or omissions, but we will use reasonable care when selecting and managing providers where that responsibility forms part of the Services.

The Customer must comply with applicable third-party licence and acceptable use terms. Third-party charges and cancellation commitments may be non-refundable once ordered.

16. Warranties

Each party confirms that it has authority to enter into the contract. We warrant that Services will be performed with reasonable care and skill. If the Customer promptly reports a material failure, our primary obligation is to re-perform the affected Services where reasonably possible.

Except for rights and terms that cannot legally be excluded, all other warranties, conditions and representations, whether express or implied, are excluded to the fullest extent permitted by law.

17. Liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title obligations, or any liability that cannot legally be excluded or limited.

Subject to the paragraph above and unless an Order states a different negotiated cap, our total aggregate liability arising from or relating to an Order will not exceed the fees paid or payable under that Order during the 12 months immediately before the event giving rise to the claim. For an Order lasting less than 12 months, the cap will be the total fees paid or payable under that Order.

To the fullest extent permitted by law, neither party will be liable for indirect or consequential loss. We will not be liable for loss of profit, revenue, anticipated savings, business, opportunity, goodwill or data, except where such exclusion is prohibited by law. The Customer remains responsible for maintaining suitable backups unless backup or recovery obligations are expressly included in the Order.

The limitations in this section reflect the scope and price of the Services. Service-specific risks, higher liability caps or insurance requirements must be agreed in writing.

18. Indemnities

The Customer will be responsible for losses, claims and reasonable costs arising from Customer materials, unlawful instructions, unauthorised use, breach of third-party licences or infringement caused by materials supplied by the Customer, except to the extent caused by our breach or negligence. Any indemnity is subject to prompt notice, reasonable cooperation and control of the defence by the indemnifying party, with no settlement imposing liability or admission on the other party without consent.

19. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including major infrastructure failure, widespread internet or cloud disruption, natural disaster, epidemic, war, terrorism, civil disturbance, governmental action, labour dispute or supplier failure not reasonably avoidable. The affected party must take reasonable steps to reduce the impact and resume performance. Payment obligations for Services already delivered are not excused.

20. Website Links

The website may link to third-party websites. Links are provided for convenience and do not mean that we endorse or control those websites. We are not responsible for their content, availability, security, privacy practices or terms.

21. Consumer Rights

Our Services are primarily supplied to business customers. If you contract with us as a consumer, statutory consumer rights apply and nothing in these Terms limits those rights. Consumer cancellation rights, service remedies, price transparency and other mandatory protections will apply where legally required. Any provision that conflicts with mandatory consumer law will be interpreted or disapplied to the minimum extent necessary.

22. Notices

Formal notices must be in writing and sent to the contact details in the Order or, if none are stated, to the registered office or business email address most recently notified. A notice is treated as received when delivered by hand, on the recorded delivery date for prepaid tracked post, or on the next Business Day after email transmission if no delivery failure message is received. This section does not apply to formal service of legal proceedings.

23. General Provisions

• Assignment: neither party may transfer the contract without the other party's written consent, not to be unreasonably withheld, except that we may transfer it as part of a genuine business reorganisation or sale with suitable protection for the Customer.
• Subcontracting: we may use suitably qualified subcontractors but remain responsible for our contractual obligations, subject to the contract.
• Entire agreement: the contract contains the entire agreement concerning its subject matter, without excluding liability for fraud or overriding mandatory consumer rights.
• Variation: changes must be agreed in writing by authorised representatives, except that we may update website-use provisions for legal, security or operational reasons.
• Waiver: a delay in enforcing a right is not a waiver.
• Severability: if a provision is invalid or unenforceable, the remainder continues in effect.
• Third-party rights: no person other than the parties may enforce the contract under the Contracts (Rights of Third Parties) Act 1999 unless expressly stated.
• Relationship: the parties are independent contractors. Nothing creates a partnership, agency, employment or fiduciary relationship.

24. Changes to These Terms

We may update these Terms from time to time. The current version will be published on the website with a revised "Last updated" date. Changes do not retrospectively alter a signed Order unless the contract expressly permits that change or both parties agree in writing.

25. Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction for business-to-business disputes. If you are a consumer, you may also have the right to bring proceedings in the part of the United Kingdom or other jurisdiction where you live where mandatory law permits.

26. Contact

• FORTRAY TECH LTD
• Company number: 16631478
• ICO registration reference: ZC117358
• Registered office: Unit G04 Mirror Works, 12 Marshgate Lane, London, Newham, E15 2NH, United Kingdom
• Email: [email protected]
• Website: https://www.fortraytech.com