1. Definitions & Order of Precedence

These Terms and Conditions (“Terms”) govern the use of barrowedge.ie and all managed IT services, cloud administration, cybersecurity, hosting, hardware supply, and technical consultancy provided by BarrowEdge IT Limited (“BarrowEdge IT”, “we”, “us”, or “our”) to any commercial client (“Client”, “you”, or “your”).

BarrowEdge IT contracts exclusively with business, institutional, and commercial entities. Where a Client has executed a formal Master Services Agreement (MSA), Service Level Agreement (SLA), or signed Statement of Work (SoW) with BarrowEdge IT, that signed document shall take precedence over these general Terms in the event of any conflict.

2. Scope of Services

BarrowEdge IT provides services across three primary commercial models:

• Managed Services (Recurring Retainers & SLAs): Ongoing endpoint management, cloud governance, cybersecurity monitoring, backup management, helpdesk support, and managed web/server hosting billed on a recurring basis.
• Project & Consultancy Services: Fixed-price or time-and-materials engagements, including system onboarding, cloud migrations, security audits, network installations, and website builds.
• Ad-Hoc Technical Support: On-demand troubleshooting, diagnostics, or break/fix engineering provided outside of a monthly support retainer and billed at our prevailing hourly rates.

3. Client Obligations & Authorised Contacts

To enable BarrowEdge IT to deliver services effectively and securely, the Client agrees to:

• Designate Authorised Contacts: Nominate specific management personnel authorised to request permission changes, approve quotes, or instruct user onboarding and offboarding.
• Provide Timely Access: Grant necessary administrative credentials, remote access, and physical site access required to perform maintenance or support.
• Maintain Minimum Security Standards: Cooperate with baseline security recommendations, including multi-factor authentication (MFA), supported operating systems, and genuine software licensing.

4. Cloud Subscriptions & Third-Party Licensing Commitments

Where BarrowEdge IT supplies third-party software, cloud subscriptions (such as Microsoft 365 under the New Commerce Experience), security agents, or domain registrations:

• Upstream Vendor EULAs: The Client’s use of third-party software is subject to the relevant vendor’s End User Licence Agreement (EULA) and service terms.
• Committed Subscription Terms: Many enterprise cloud and security licences are provisioned on committed monthly or annual vendor terms. Where a Client requests annual-commit licences (whether billed upfront or monthly), the Client is contractually bound for the full vendor term and remains liable for the remaining balance if cancelled prior to the renewal date.
• Licence Adjustments: Seat additions are prorated from the date of provisioning. Seat reductions on committed licences can only be executed at the end of the applicable vendor renewal window.

5. Hardware & Equipment Procurement

• Quotations & Availability: Hardware pricing and lead times are subject to distributor availability and currency fluctuations; binding prices are confirmed upon order placement.
• Upfront Payment & Retention of Title: All physical hardware, servers, networking appliances, and multi-year licence bundles require 100% upfront payment prior to procurement unless agreed otherwise in writing. Legal title to all supplied equipment remains vested in BarrowEdge IT Limited until paid for in full, though risk of loss or damage passes to the Client upon physical delivery.
• Manufacturer Warranties: Hardware is supplied with the original manufacturer’s warranty. BarrowEdge IT will assist with warranty claims as a chargeable or SLA service but is not liable for manufacturer defects.

6. Fees, Invoicing & Payment Terms

• VAT Exclusive: All fees, hourly rates, and quotations are stated in Euro (€) and are exclusive of Value Added Tax (VAT), which is charged at the prevailing Irish statutory rate.
• Billing Schedule: Recurring managed services and licensing are invoiced monthly in advance. Ad-hoc support, call-outs, and time-and-materials consultancy are invoiced upon completion or monthly in arrears. Fixed-price projects are invoiced per the agreed milestone schedule.
• Late Payment & Suspension of Services: Invoices are payable within the terms stated on the invoice. On overdue accounts, BarrowEdge IT reserves the right to charge statutory late payment interest and compensation under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, and to suspend support, hosting, or licence renewals following 7 days’ written notice.

7. Proactive Maintenance, Remote Access & System Health

• Authorisation for RMM & Patching: By engaging our services, the Client authorises BarrowEdge IT to install monitoring agents, run diagnostic scripts, and deploy scheduled operating system and third-party software patches.
• Maintenance Windows: While routine updates are staged to minimise disruption, periodic system reboots or scheduled maintenance windows may be required.
• Pre-Existing Faults & Aging Hardware: BarrowEdge IT is not liable for failures of aging, degraded, or unsupported hardware components (such as failing storage drives or worn batteries) or legacy software conflicts that surface during routine updates, security scans, or migrations.

8. Data Backups & Disaster Recovery

• Managed Backup Clients: Where the Client subscribes to a Managed Backup SLA, BarrowEdge IT will monitor backup jobs and perform agreed restoration checks. However, backup integrity depends on active internet connectivity and upstream cloud storage availability.
• Non-Backup Clients: Where the Client does not hold an active Managed Backup agreement with BarrowEdge IT for a given system, the Client remains 100% responsible for maintaining verified, independent backups of all data prior to any support, repair, or project work taking place.

9. Cybersecurity Disclaimer

While BarrowEdge IT implements enterprise-grade security controls, endpoint detection, firewalls, and access policies to reduce risk, no security service can guarantee complete immunity against zero-day exploits, sophisticated cyber attacks, insider threats, or employee social engineering. BarrowEdge IT shall not be liable for losses, regulatory fines, ransom payments, or downtime resulting from third-party criminal acts or security breaches.

10. Limitation of Liability

• Exclusion of Consequential Loss: To the fullest extent permitted by Irish law, BarrowEdge IT Limited shall not be liable for any indirect, special, incidental, or consequential damages, including loss of profits, loss of revenue, loss of business opportunity, reputational damage, business interruption, or loss or corruption of data.
• Financial Liability Cap: Nothing in these Terms excludes liability for death, personal injury caused by negligence, or fraud. Subject to the foregoing, BarrowEdge IT Limited’s total aggregate liability to the Client in respect of any claim (whether in contract, tort, negligence, or otherwise) shall be strictly limited to the total service fees paid by the Client to BarrowEdge IT Limited for the specific service giving rise to the claim during the three (3) months immediately preceding the event (excluding third-party hardware and software pass-through costs).

11. Confidentiality

Both BarrowEdge IT and the Client agree to keep strictly confidential all non-public commercial information, technical architectures, system credentials, pricing schedules, and business records disclosed during the course of the relationship, and shall not disclose such information to any third party without prior written consent, save where required by law.

12. Term, Termination & Offboarding

• Notice Periods: Unless a fixed-term contract or annual vendor licence commitment applies, rolling monthly managed services may be terminated by either party providing a minimum of thirty (30) days’ written notice.
• Immediate Termination: Either party may terminate an agreement immediately upon written notice if the other party commits a material breach that remains unrectified after 14 days, or enters into insolvency, liquidation, or receivership.
• Structured Offboarding: Upon termination and full settlement of all outstanding invoices and committed licence balances, BarrowEdge IT will cooperate with the Client or their incoming IT provider to hand over administrative credentials and remove our management agents. Dedicated offboarding engineering time outside standard SLA scope is chargeable at our standard hourly rates.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (excluding payment obligations) resulting from events beyond its reasonable control, including upstream cloud or internet service provider outages, power grid failures, severe weather, cyber warfare, or government restrictions.

15. Governing Law & Jurisdiction

These Terms and Conditions, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Republic of Ireland. The courts of the Republic of Ireland shall have exclusive jurisdiction to settle any dispute or claim.

12. Contact Us

If you have any questions regarding these Terms and Conditions or our commercial service agreements, please contact us directly:

• Company: BarrowEdge IT Limited
• Contact: Christopher Richardson, Managing Director
• Registered Address: Ballykeerogue, Campile, Co. Wexford, Y34 NF78, Ireland]
• Email: [email protected]
• Website: barrowedge.ie