T&C’s

1. About These Terms

These Terms and Conditions govern the provision of business technology services by Launch IT Solutions Ltd trading as Wesson & Co (“Wesson & Co”, “we”, “us” or “our”).

Launch IT Solutions Ltd is registered in England and Wales under company number 16339624.

These Terms apply to business customers only.

Where a Client enters into a quotation, proposal, Order Form, Statement of Work, Service Level Agreement, Managed Services Agreement, Master Services Agreement, Data Processing Schedule or other written agreement with Wesson & Co, these Terms form part of that contractual relationship to the extent that they are incorporated into the relevant agreement.

Any signed or otherwise expressly agreed service-specific document will take precedence over these general Terms where there is any inconsistency or conflict.

Nothing published on this website is intended to override, amend or replace terms expressly agreed in a signed contract with a Client.

2. Order of Precedence

If there is any inconsistency between documents forming part of the agreement between Wesson & Co and the Client, the following order of precedence will apply unless expressly agreed otherwise in writing:

1. any signed Managed Services Agreement, Master Services Agreement or other principal services contract;
2. any signed Order Form, Proposal, Statement of Work or service-specific schedule;
3. any Service Level Agreement;
4. any Data Processing Schedule or Data Processing Agreement, in relation to data protection matters;
5. these general Terms and Conditions; and
6. any other document incorporated by reference.

A document higher in the above order will take precedence only to the extent of the relevant inconsistency.

Where a document expressly states that a different order of precedence applies, that expressly agreed order will take priority.

3. Our Services

We provide business technology services which may include:

• managed IT support;
• co-managed IT support;
• Microsoft 365 services;
• cyber security services;
• network and Wi-Fi support;
• technology consultancy;
• IT projects and installations;
• device and software management;
• supplier coordination; and
• other agreed technical services.

The exact services provided to a Client will be those set out in the relevant quotation, proposal, Order Form, Statement of Work, SLA or service agreement.

Any service not expressly included within the agreed scope is outside scope and may be quoted separately.

4. Managed IT Support

Where a Client purchases managed IT support, the scope of support, supported users, devices, systems, service hours and any applicable service levels will be set out in the relevant service agreement.

Unless specifically agreed otherwise, managed support does not automatically include:

• major projects;
• office relocations;
• new site installations;
• significant infrastructure changes;
• specialist consultancy;
• replacement hardware;
• hardware repairs;
• software licences;
• structured cabling;
• specialist third-party application support;
• services outside agreed support hours; or
• work relating to systems or equipment outside the agreed managed environment.

Any additional work may be quoted and charged separately.

5. Co-Managed IT Support

Where we provide co-managed IT support, responsibilities may be shared between Wesson & Co, the Client’s internal IT team and other relevant providers.

The Client must ensure that responsibility for systems, changes, approvals, escalation routes and ownership is appropriately understood.

We are not responsible for acts, omissions or changes made by the Client’s employees, internal IT team or other suppliers unless responsibility for that activity has expressly been assigned to us.

6. Client Responsibilities

The Client agrees to:

• provide accurate and timely information;
• provide appropriate access to systems, premises and information;
• maintain valid software licences;
• maintain appropriate warranties where required;
• follow reasonable security recommendations;
• ensure authorised users comply with relevant policies;
• notify us promptly of material changes to systems or business operations;
• maintain appropriate business continuity arrangements;
• cooperate with us during investigations and projects;
• ensure instructions given to us are properly authorised; and
• comply with applicable laws and contractual obligations relating to the systems and services it uses.

The Client remains responsible for its own business decisions and for determining whether a particular system, configuration or service is suitable for its regulatory, legal or operational requirements.

7. Authorised Contacts

The Client must identify the people authorised to:

• request support;
• approve changes;
• approve expenditure;
• request access changes;
• authorise new users;
• request deletion or restoration of data;
• approve project work; and
• make contractual decisions.

We may rely on instructions reasonably believed to have been given by an authorised Client contact.

The Client must notify us promptly when authorised contacts change.

8. Administrative and Remote Access

The Client authorises us to access systems, devices, cloud services and administration portals to the extent reasonably necessary to provide the agreed services.

Where remote monitoring, management, support or security software forms part of the service, the Client authorises us to deploy and operate that software on agreed systems.

We will use such access only for legitimate support, management, security and service-delivery purposes.

9. Fees

Fees will be those shown in the Client’s quotation, proposal, Order Form or service agreement.

Managed services will normally be invoiced monthly in advance unless otherwise agreed.

Project work may be invoiced:

• in advance;
• by deposit and balance;
• at agreed milestones; or
• following completion,

as specified in the relevant quotation, proposal or Statement of Work.

All prices are exclusive of VAT where VAT is applicable.

10. Changes to Users, Devices, Licences or Service Quantities

Where charges are based on users, devices, licences, sites or other quantities, fees may be adjusted to reflect changes in those quantities.

The method and timing of any adjustment will be set out in the relevant service agreement.

Reductions may be subject to:

• supplier commitments;
• licence terms;
• annual or minimum contract periods;
• minimum service quantities; or
• other third-party restrictions.

The Client remains responsible for charges which cannot reasonably be cancelled or reduced because of third-party commitments entered into with the Client’s approval.

11. Payment Terms

Invoices must be paid within the payment period stated on the relevant invoice or service agreement.

The Client must raise any genuine invoice dispute promptly and provide sufficient information for us to investigate it.

Undisputed amounts remain payable while a dispute is being investigated.

Where payment is overdue, we reserve the right to:

• charge interest;
• recover reasonable debt-recovery costs; and
• exercise any statutory rights available under applicable late-payment legislation.

12. Suspension for Non-Payment or Risk

Where an undisputed invoice remains materially overdue, we may suspend some or all services after giving reasonable notice.

We may suspend services immediately where continued service would:

• create a significant security risk;
• be unlawful;
• expose our systems, staff or other Clients to material risk;
• involve serious misuse of our services; or
• involve a serious breach of the agreement.

Suspension does not remove the Client’s obligation to pay amounts already due or committed third-party charges.

13. Hardware and Equipment

Unless expressly agreed otherwise, Wesson & Co does not manufacture hardware and does not guarantee that third-party hardware will be free from defects.

Where we procure equipment on behalf of a Client, manufacturer or supplier warranties will apply.

We may assist with warranty claims where agreed, but repair or replacement remains subject to the relevant manufacturer’s or supplier’s terms.

We are not responsible for failure caused by equipment that is:

• obsolete;
• unsupported;
• damaged;
• outside manufacturer support;
• incorrectly installed by another party; or
• operated outside manufacturer recommendations,

unless we have expressly accepted responsibility for that equipment.

14. Software and Third-Party Services

Many services depend on third-party providers, including:

• Microsoft;
• telecommunications providers;
• internet providers;
• cloud providers;
• software vendors;
• cyber security platforms;
• hardware manufacturers; and
• specialist technology providers.

Those providers may change:

• functionality;
• pricing;
• licence terms;
• availability;
• technical requirements;
• support arrangements; or
• service conditions.

We are not responsible for outages, failures, price changes or service changes caused solely by a third-party provider outside our reasonable control.

Where reasonably possible, we will assist the Client in working with the relevant provider.

15. Licensing

The Client is responsible for ensuring that it holds sufficient valid licences for the software and services used within its organisation.

Where licences are supplied through Wesson & Co, they may be subject to:

• vendor terms;
• minimum contract periods;
• annual commitments;
• non-refundable charges;
• minimum quantities; or
• restrictions on reducing licence numbers.

The Client remains liable for licence commitments entered into on its behalf with its approval.

16. Cyber Security

We may provide security services designed to reduce technology and cyber risk.

No cyber security product, configuration or service can guarantee that a security incident, attack, compromise or data loss will never occur.

The Client acknowledges that effective security also depends on factors including:

• employee behaviour;
• password practices;
• access controls;
• multi-factor authentication;
• software patching;
• unsupported systems;
• third-party providers;
• physical security;
• business processes; and
• Client compliance with security recommendations.

The Client must notify us promptly of any suspected cyber security incident affecting systems within our agreed scope.

17. Security Recommendations

Where we identify a material security weakness, unsupported system or significant technical risk, we may make recommendations to the Client.

The Client remains responsible for deciding whether to approve expenditure or changes necessary to address that risk.

Where the Client declines, delays or chooses not to implement a documented recommendation, we will not be responsible for loss caused by the specific risk we warned the Client about to the extent that the loss results from that decision.

18. Backups

Where backup services form part of an agreement, the applicable systems, retention periods, monitoring arrangements and recovery expectations will be set out in the relevant service agreement.

Unless expressly included, the Client must not assume that Wesson & Co is responsible for backing up every:

• system;
• device;
• Microsoft 365 service;
• cloud application;
• server;
• database; or
• data source.

No backup system can guarantee successful recovery in every circumstance.

The Client remains responsible for ensuring that data outside the agreed backup scope is appropriately protected.

19. Business Continuity and Disaster Recovery

IT support and backup services do not replace the Client’s wider responsibility for business continuity and disaster recovery planning.

The Client remains responsible for determining the level of operational resilience appropriate to its organisation.

We may provide advice or project services relating to business continuity or disaster recovery where separately agreed.

20. Service Levels

Any response targets, priorities, service hours, escalation arrangements or service-level commitments will be set out in the relevant SLA or service agreement.

Unless expressly stated otherwise, service-level targets are service objectives rather than guarantees that every incident will be resolved within a particular period.

Resolution times may depend on:

• issue complexity;
• third-party providers;
• hardware availability;
• Client access;
• supplier response times;
• availability of replacement equipment;
• specialist vendor assistance; and
• circumstances outside our reasonable control.

21. Support Hours

Standard support hours will be those stated in the relevant service agreement.

Out-of-hours, emergency or extended-hours support is available only where it forms part of the relevant contracted service or has otherwise been agreed.

The existence of an emergency contact method does not by itself create an entitlement to out-of-hours support.

22. Projects

Project work will normally be governed by a quotation, proposal or Statement of Work setting out:

• scope;
• assumptions;
• dependencies;
• exclusions;
• price;
• estimated timescales;
• deliverables; and
• Client responsibilities.

Any material change in scope may require:

• a revised quotation;
• additional charges;
• a revised delivery date; or
• a formal change request.

23. Project Delays

We will not be responsible for delay caused by:

• Client actions or omissions;
• failure to provide access;
• delayed approvals;
• delayed Client decisions;
• third-party suppliers;
• delivery delays;
• external service providers;
• unavailable hardware;
• force majeure events; or
• other circumstances outside our reasonable control.

Where a delay creates additional work, we may charge reasonable additional fees after informing the Client.

24. Change Control

Material changes to agreed services or project scope should be agreed in writing.

Where a requested change affects:

• cost;
• delivery dates;
• support scope;
• risk;
• licensing; or
• resource requirements,

we may require written approval before proceeding.

25. Confidentiality

Each party agrees to keep confidential information received from the other party secure and confidential.

Confidential information may only be used for the purpose of fulfilling the relevant agreement.

This obligation does not apply to information that:

• is already lawfully public;
• was lawfully known before disclosure;
• is received lawfully from another source;
• is independently developed; or
• must be disclosed by law, court order or regulatory requirement.

These confidentiality obligations survive termination of the agreement.

26. Data Protection

Each party must comply with applicable UK data protection law.

Depending on the circumstances, Wesson & Co may act as:

• a data controller for personal data processed for its own business purposes; and
• a data processor where it processes personal data on behalf of the Client.

Where Wesson & Co acts as a processor, the relevant agreement or Data Processing Schedule will contain the data-processing provisions required by applicable law.

Our website Privacy Policy explains how we process personal data for our own purposes.

27. Data Processing on Behalf of Clients

Where we process personal data on behalf of the Client, we will:

• process personal data only on documented Client instructions unless required otherwise by law;
• ensure personnel with access to such data are subject to appropriate confidentiality obligations;
• implement appropriate technical and organisational security measures;
• provide reasonable assistance with applicable data-subject requests;
• provide reasonable assistance relating to security incidents and data protection obligations;
• use sub-processors only in accordance with agreed contractual arrangements;
• place appropriate contractual obligations on relevant sub-processors;
• return or delete personal data at the end of the service where required, subject to lawful retention obligations; and
• provide information reasonably required to demonstrate compliance with applicable processor obligations.

Where a separate Data Processing Agreement or Data Processing Schedule has been signed, that document will take precedence in relation to data protection matters.

28. Sub-Processors

We may use third-party service providers to help deliver services.

Where those providers process personal data on behalf of a Client, they may act as sub-processors.

We will manage relevant sub-processors in accordance with applicable data protection law and the contractual arrangements agreed with the Client.

Where required, appropriate data-processing obligations will be imposed on relevant sub-processors.

29. International Data Transfers

Where Client personal data is transferred outside the United Kingdom as part of an agreed service, appropriate lawful safeguards will be used where required.

These may include:

• UK adequacy regulations;
• the UK International Data Transfer Agreement;
• the UK Addendum to the EU Standard Contractual Clauses; or
• another lawful transfer mechanism.

Where a signed Data Processing Agreement contains more specific provisions, those provisions will take precedence in relation to the relevant processing.

30. Intellectual Property

Each party retains ownership of intellectual property it owned before entering into the agreement.

Unless expressly agreed otherwise:

• Wesson & Co retains ownership of its methodologies, templates, scripts, processes, documentation, configurations and know-how;
• the Client retains ownership of its business data and materials; and
• third-party software remains the property of the relevant software owner.

Where we create Client-specific documentation as part of paid work, the Client may use that documentation internally for its own business purposes unless otherwise agreed.

31. Client Data

The Client retains ownership of its business data.

The Client is responsible for ensuring that it has the lawful right to provide us with access to:

• personal data;
• systems;
• software;
• accounts;
• records; and
• other information

necessary for us to provide the agreed services.

We will not use Client data for purposes unrelated to providing the services except where required by law or otherwise lawfully permitted.

32. Personnel and Subcontractors

We may use employees, contractors and specialist subcontractors to deliver services.

We remain responsible for services performed on our behalf to the extent required by the relevant agreement.

Personnel who access confidential information or personal data will be subject to appropriate confidentiality obligations.

33. Client Systems and Third-Party Changes

We are not responsible for faults or losses caused by unauthorised or uncoordinated changes made by:

• the Client;
• Client employees;
• another IT provider;
• software vendors;
• telecoms providers;
• third-party consultants; or
• other suppliers.

Where possible, Clients should notify us before significant changes are made to systems within our managed scope.

34. Limitation of Liability

Nothing in these Terms limits or excludes liability where it would be unlawful to do so.

In particular, nothing excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot legally be excluded.

Subject to the above and any more specific liability provisions contained in a signed agreement, neither party will be liable to the other for indirect or consequential loss.

Unless otherwise agreed in writing, Wesson & Co will not be liable for:

• loss of anticipated profit;
• loss of anticipated savings;
• loss of business opportunity;
• loss caused solely by third-party services outside our reasonable control;
• loss arising from Client instructions contrary to our documented advice;
• loss caused by unsupported or obsolete equipment where the associated risk was known or reasonably communicated;
• loss caused by unauthorised changes made by the Client or another provider; or
• loss resulting from the Client declining or delaying a documented recommendation.

Any financial liability cap contained in a signed agreement will take precedence over these general Terms.

35. Liability Cap

Subject to the liabilities which cannot lawfully be limited or excluded, Wesson & Co’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of:

• the Charges paid or payable by the Client under the Agreement during the 12 months immediately preceding the event giving rise to the claim; or
• £50,000.

For the purposes of this clause, Charges exclude VAT, software and cloud licence costs, hardware, telecommunications charges and other third-party or pass-through costs.

Where the Agreement has been in force for less than 12 months at the date of the event giving rise to the claim, the Charges shall be calculated by reference to the amounts paid or payable during the period the Agreement has been in force.

Where there are multiple related claims arising from the same or substantially the same event or series of connected events, they will be treated as a single claim for the purposes of this liability cap.

Any different liability cap expressly agreed in a signed Client agreement will take precedence over this clause.

Nothing in this clause limits or excludes liability which cannot lawfully be limited or excluded.

36. Client Responsibility and Indemnity

The Client will be responsible for losses reasonably arising from:

• unlawful instructions;
• deliberate misuse of systems;
• use of unlicensed software supplied or authorised by the Client;
• unauthorised actions by Client personnel;
• materials supplied by the Client which it does not have the lawful right to use; or
• material breaches of the Client’s contractual obligations.

Any indemnity or reimbursement obligation will apply only to the extent permitted by law and subject to any more specific terms in the signed agreement.

37. Insurance

We will maintain business insurance which we consider appropriate to the nature and scale of the services provided.

Details of relevant insurance may be provided on reasonable request where appropriate.

Where a signed agreement specifies particular insurance requirements, those requirements will apply.

38. Term

The initial term of a managed service will be stated in the relevant signed agreement.

A service may:

• run for a fixed term;
• renew automatically;
• continue on a rolling basis; or
• operate under another agreed arrangement.

The applicable signed agreement will determine the contractual term.

39. Renewal

Renewal arrangements will be those specified in the relevant signed agreement.

Where a contract includes automatic renewal, notice periods or minimum terms, those provisions will take precedence over these general Terms.

40. Termination

Either party may terminate an agreement in accordance with the termination provisions stated in the relevant signed agreement.

A party may normally terminate for material breach where:

• the breach is capable of remedy; and
• the breaching party fails to remedy it within a reasonable period after written notice.

Immediate termination may be permitted in circumstances including:

• insolvency;
• fraud;
• serious unlawful conduct;
• serious security risk; or
• another circumstance expressly identified in the signed agreement.

41. Effect of Termination

On termination:

• outstanding invoices become payable;
• committed third-party licence charges remain payable where applicable;
• access rights may be withdrawn;
• remote management tools may be removed;
• Client credentials and documentation may be returned where appropriate;
• Client data will be handled in accordance with applicable data-processing terms; and
• reasonable transition assistance may be provided where agreed.

Additional transition work may be chargeable unless included within the relevant signed agreement.

42. Exit Assistance

Where requested, we will reasonably cooperate with the Client or its replacement provider to support an orderly transition.

The Client must ensure all amounts properly due are paid.

We may charge for material transition work, data export, project activity or engineering effort that falls outside the normal service scope.

We will not deliberately obstruct the transfer of legitimate Client-owned:

• systems;
• credentials;
• documentation;
• licences; or
• information.

Any specific exit obligations contained in a signed agreement will take precedence.

43. Force Majeure

Neither party will be liable for failure or delay caused by events outside its reasonable control.

These may include:

• natural disasters;
• widespread telecommunications failures;
• power failures;
• government action;
• war;
• civil disturbance;
• industrial action;
• widespread cyber incidents;
• failure of major third-party infrastructure; or
• other events that could not reasonably have been prevented.

This does not excuse payment obligations for services already provided or costs already committed.

44. Notices

Formal contractual notices should be provided in writing using the contact details specified in the relevant signed agreement.

Ordinary support requests, tickets and technical communications do not constitute formal contractual notice unless expressly agreed otherwise.

45. Assignment

Neither party may transfer its contractual rights or obligations without the other party’s consent, except where permitted under the relevant signed agreement or as part of a genuine corporate restructuring, sale or transfer of the relevant business.

46. Entire Agreement

The agreement between Wesson & Co and the Client consists of the documents expressly incorporated into the relevant contractual arrangement, including any applicable:

• Managed Services Agreement;
• Master Services Agreement;
• Order Form;
• Proposal;
• Statement of Work;
• SLA;
• Data Processing Agreement;
• Data Processing Schedule;
• service-specific schedule; and
• these Terms.

Where there is any inconsistency between those documents, the Order of Precedence set out in these Terms will apply unless the parties expressly agree otherwise in writing.

The Client should not rely on any statement, representation or assurance that is not recorded in the contractual documents.

Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.

47. Variation

Any material change to a signed service agreement must be agreed in accordance with the variation or change-control provisions of that agreement.

We may update these general website Terms from time to time.

A change to these general Terms will not retrospectively override, vary or replace an existing signed agreement unless:

• the signed agreement expressly provides for that method of variation; or
• both parties agree to the change.

48. Waiver

Failure or delay by either party in enforcing a contractual right does not mean that right has been waived.

A waiver will only apply to the specific circumstances in which it is given.

49. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in full force.

Where appropriate, the invalid provision will be treated as modified only to the minimum extent necessary to make it valid and enforceable.

50. Third-Party Rights

Unless expressly stated otherwise, a person who is not a party to the relevant agreement has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

51. Relationship of the Parties

Nothing in these Terms creates:

• a partnership;
• joint venture;
• employment relationship; or
• agency relationship

between Wesson & Co and the Client.

Neither party has authority to bind the other unless expressly authorised in writing.

52. No Exclusivity

Unless expressly agreed in writing, neither party is required to deal exclusively with the other.

The Client may use other technology providers, and Wesson & Co may provide services to other businesses, including businesses operating in similar sectors.

53. Governing Law and Jurisdiction

These Terms and any contractual relationship between Wesson & Co and the Client are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction unless otherwise expressly agreed in writing.

54. Contact

Questions about these Terms should be submitted through our:

Contact Us

Our business address is:

Launch IT Solutions Ltd trading as Wesson & Co
Highcross Business Centre
18 Lancaster Road
Hinckley
Leicestershire
LE10 0AW
United Kingdom

Last updated: September 2026