Terms of business
These terms apply to every contract for services from Halsworth Data Services Ltd, together with the order form and service schedule for that contract. Version 1.0, effective 12 October 2026.
Last updated 12 October 2026.
1. Definitions
1.1 We, us and our mean Halsworth Data Services Ltd. You means the customer named in the order form. Contract means the order form, the service schedule and these terms; if they conflict, the order form prevails over the service schedule and the service schedule over these terms.
1.2 Services means the services described in the order form and service schedule. Site means a location at which equipment is connected to the services. Site operator means the person who controls a site, if it is not you. Engineer means a person to whom we issue an account at your request.
1.3 Planned maintenance means work on our systems announced in accordance with clause 6. Working day means a day other than a Saturday, Sunday or public holiday in England.
2. The contract
2.1 A contract is formed when both parties have signed the order form. No other terms, including any in your purchase order, apply unless we agree them in writing.
2.2 Each contract runs for the initial term in the order form, which is at least twelve months from the date the first site is handed over, and then continues until either party gives at least ninety days’ written notice to end it at or after the end of the initial term.
3. Our obligations
3.1 We will provide the services with reasonable skill and care, in accordance with the service schedule, and through suitably qualified and screened staff and contractors.
3.2 We will use reasonable endeavours to meet the service levels in the service schedule. Where a monthly availability target is missed, you are entitled to the service credits set out there. Service credits are your sole financial remedy for failure to meet a service level, except where the failure is caused by our wilful default.
3.3 We may use subcontractors, including field engineers and data centre providers, to provide parts of the services, and we remain responsible for them.
4. Your obligations
4.1 You will:
- obtain every consent needed from site operators for us to install equipment at their sites and to provide the services, and tell us of any conditions they impose;
- nominate, for each site, the people who may approve work and sessions, and keep that list up to date;
- ask us promptly to close the account of any engineer who no longer needs it;
- make sure your engineers keep their credentials and second factors secure and use the services only for maintaining equipment you are entitled to maintain;
- give us safe access to sites when we need it to install or repair our equipment.
4.3 You are responsible for the work your engineers carry out on equipment through the services, and for its consequences. We do not inspect, approve or warrant that work, and we do not make clinical, safety or operational decisions about equipment.
5. Access, approvals and recordings
5.1 Sessions are permitted only in accordance with an approved work order or maintenance window. Where you ask us to treat a maintenance window as approved for all sessions within it, you confirm that you have the approval of each site operator concerned.
5.2 We record sessions and keep the recordings for the period in the service schedule. You and, for their own sites, site operators may ask for copies. We may review recordings to investigate faults and security incidents.
5.3 We may suspend an engineer’s account, or access to a site, immediately if we reasonably believe it is being misused or that security is at risk, and will tell you as soon as possible.
6. Maintenance
6.1 We will give at least five working days’ notice of planned maintenance that may affect the services, by email to your nominated contacts and on our status page. Planned maintenance is carried out, where possible, outside your sites’ normal working hours.
6.2 We may carry out emergency maintenance without notice where it is needed to protect the security or integrity of the services. We will tell you as soon as we can.
6.3 Maintenance windows booked by you for your own equipment are not planned maintenance by us, and time within them does not count against availability.
7. Charges and payment
7.1 You will pay the one-off and monthly charges in the order form. Monthly charges are invoiced in advance; one-off charges on handover of each site. All charges exclude VAT, which is payable in addition.
7.2 Invoices are payable within thirty days of the invoice date. If an invoice is not paid on time we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and, after giving fourteen days’ written notice, suspend the services until it is paid.
7.3 We may increase our charges once a year from the first anniversary of the contract by giving sixty days’ written notice. If an increase is more than the annual change in the consumer prices index, you may end the contract by notice given before it takes effect.
8. Equipment
8.1 Site routers and connectors we supply remain our property unless the order form says otherwise. You will take reasonable care of them at your sites and return them, or let us collect them, when the contract ends.
9. Data protection
9.1 Each party will comply with the data protection law that applies to it. Where we process personal data on your behalf, including session recordings and logs, we do so as your processor on the terms in the schedule to these terms headed “Data processing”, which meet the requirements of Article 28 of the UK GDPR.
9.2 We will tell you without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting data we process for you.
10. Confidentiality
10.1 Each party will keep confidential the other’s confidential information, including information about sites, equipment, networks and credentials, and use it only for the purposes of the contract. This does not apply to information that is public, already known to the recipient, independently developed, or that must be disclosed by law, in which case the disclosing party will be told where the law allows.
10.2 We will not name you as a customer, or describe work for you, in any publicity without your written consent. Notices of planned maintenance on our status page do not name customers.
11. Liability
11.1 Nothing in the contract limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.
11.2 Subject to that, neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
11.3 Subject to clauses 11.1 and 11.2, each party’s total liability in each contract year is limited to the charges paid and payable under the contract in that year, or £100,000 if greater, except for your obligation to pay our charges.
12. Ending the contract
12.1 Either party may end the contract immediately by written notice if the other commits a material breach that it does not remedy within thirty days of being asked to, or if the other becomes insolvent.
12.2 When the contract ends, we will close all accounts, disconnect your sites from our gateways and, at your choice, return or delete your data, except where we must keep it by law. Recordings are deleted at the end of their retention period.
13. Events beyond our control
13.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, such as failure of public telecommunications networks or power supplies, fire, flood, severe weather or industrial action by a third party’s workforce. If such an event lasts more than sixty days, either party may end the affected part of the contract by notice.
14. General
14.1 Neither party may assign the contract without the other’s written consent, which will not be unreasonably withheld, except that we may assign it to a company in the same group as us on notice to you.
14.2 Notices must be in writing and sent to the other party’s registered office or the address in the order form; notices to us should also be emailed to enquiries@halsworth.uk.
14.3 A person who is not a party to the contract has no right to enforce any of its terms. If any provision is found to be invalid, the rest of the contract continues in force.
14.4 The contract is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.