1. Introduction & Overview
These Terms of Service ("Terms") govern the provision of managed IT services, cybersecurity services, connectivity services, VoIP phone systems, and associated support by AMVIA Limited ("AMVIA", "we", "us", "our") to its clients ("you", "the Client").
AMVIA Limited is a company registered in England and Wales. Registered office: [Registered Address], United Kingdom.
These Terms, together with the applicable Service Order, Service Schedule, and any Data Processing Agreement, form the complete agreement between AMVIA and the Client. In the event of a conflict between documents, the order of precedence is: (1) the Service Order, (2) the Service Schedule, (3) these Terms.
By signing a Service Order or otherwise instructing AMVIA to commence services, the Client confirms that it has read, understood, and agrees to be bound by these Terms. If you do not agree to these Terms, you must not use AMVIA's services.
These Terms were last updated in March 2026. AMVIA reserves the right to revise these Terms with reasonable prior notice to existing clients. Continued use of services after the effective date of any revision constitutes acceptance of the revised Terms.
2. Service Scope & Delivery
The specific services to be delivered, the scope of those services, and any associated service parameters are defined in the applicable Service Order and Service Schedule. These documents take precedence over general descriptions in marketing materials or website content.
2.1 Managed IT Support
Where AMVIA is engaged to provide managed IT support, services include: remote helpdesk support (as defined in the Service Schedule), proactive monitoring via AmviaIQ, patch management, and on-site support as agreed. Support is provided during the hours specified in the Service Schedule unless an out-of-hours arrangement has been agreed separately.
2.2 Connectivity Services
Connectivity services (leased lines, broadband, SD-WAN) are provided subject to the terms of the relevant carrier. AMVIA acts as reseller or managed service provider for connectivity circuits. Third-party carrier terms apply in addition to these Terms where relevant. Installation and activation are subject to carrier lead times, which AMVIA will communicate but cannot guarantee.
2.3 VoIP Phone Systems
Hosted VoIP and Microsoft Teams Calling services are subject to the technical requirements and number porting timescales communicated during the sales and onboarding process. Service quality is dependent on the Client maintaining adequate internet connectivity.
2.4 Cybersecurity Services
Cybersecurity services (EDR, email security, Cyber Essentials preparation, security assessments) are delivered as scoped in the relevant Service Order. AMVIA does not guarantee that cybersecurity services will prevent all security incidents. Clients are advised to maintain appropriate cyber insurance.
2.5 Out-of-Scope Work
Work outside the agreed service scope will be quoted and agreed in writing before commencement. AMVIA reserves the right to decline out-of-scope requests that fall outside its areas of competency.
3. Payment Terms & Invoicing
Payment terms are as specified in the Service Order. Standard payment terms are as follows unless otherwise agreed in writing.
3.1 Recurring Service Fees
Recurring monthly service fees are invoiced monthly in advance. Invoices are payable within 30 days of the invoice date. AMVIA's preferred payment method is Direct Debit via GoCardless. Alternative payment arrangements may be agreed in writing.
3.2 One-Off and Project Fees
One-off charges (equipment, installation, professional services, project work) are invoiced as specified in the relevant quotation. Standard terms are 50% payable in advance and 50% on completion, unless otherwise agreed.
3.3 Price Changes
AMVIA reserves the right to revise recurring service fees with a minimum of 30 days written notice. Price increases in excess of CPI inflation in any 12-month period will be communicated with a minimum of 60 days notice. If a price increase is unacceptable, the Client may terminate the relevant service in accordance with Section 6 (Termination).
3.4 Late Payment
Where invoices remain unpaid after the due date, AMVIA reserves the right to charge statutory interest at 8% over the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. AMVIA also reserves the right to suspend services where accounts remain materially overdue following a written payment reminder.
3.5 Disputed Invoices
If the Client disputes any part of an invoice, the Client must notify AMVIA in writing within 14 days of the invoice date, specifying the disputed amounts and the grounds for dispute. Undisputed amounts remain payable by the due date.
4. Service Level Agreements
Service levels applicable to each service are defined in the relevant Service Schedule. The following represents AMVIA's standard service level framework for managed IT support clients. Clients on enterprise or bespoke plans may have different commitments as specified in their Service Schedule.
4.1 Standard Response Times
| Priority | Definition | Initial Response | Target Resolution |
|---|---|---|---|
| P1 — Critical | Complete system or service outage affecting multiple users | 15 minutes | 4 hours |
| P2 — High | Significant degradation of service affecting business operations | 1 hour | 8 hours |
| P3 — Medium | Service degradation with available workaround | 4 hours | 2 business days |
| P4 — Low | General enquiries, non-urgent requests | 8 business hours | 5 business days |
Response times apply during standard business hours (08:00–18:00, Monday to Friday, excluding UK public holidays) unless an out-of-hours support arrangement is in place. Out-of-hours support for P1 incidents is available to clients with the appropriate service tier.
4.2 Connectivity SLAs
Leased line circuits carry a minimum availability SLA of 99.9% per calendar month (carrier SLA). AMVIA will manage fault reporting and escalation with the carrier on the Client's behalf. SLA credits for carrier outages are subject to the relevant carrier's terms and will be passed through to the Client where received.
4.3 SLA Exclusions
SLA commitments do not apply in the following circumstances: planned maintenance (communicated in advance); issues caused by the Client's own actions or third-party systems outside AMVIA's control; force majeure events; and failures resulting from the Client's failure to maintain adequate hardware or software versions as advised.
5. Liability & Indemnification
This section sets out AMVIA's liability to the Client and the Client's liability to AMVIA. Both parties are advised to maintain appropriate insurance cover.
5.1 AMVIA's Liability
AMVIA's aggregate liability to the Client arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to AMVIA in the 12 months immediately preceding the event giving rise to the claim.
5.2 Excluded Losses
To the fullest extent permitted by applicable law, AMVIA shall not be liable for: loss of profits; loss of revenue; loss of business or contracts; loss of anticipated savings; loss of goodwill; indirect or consequential losses; or data loss where the Client has not maintained adequate backups as advised by AMVIA.
5.3 Nothing Excluded
Nothing in these Terms excludes or limits AMVIA's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any liability that cannot be excluded or limited under applicable law.
5.4 Client Indemnity
The Client shall indemnify AMVIA against any claims, costs, or losses arising from: the Client's use of services in breach of these Terms; the Client's breach of applicable law; or any third-party claims arising from content or data provided by the Client to AMVIA.
5.5 Cybersecurity Limitation
AMVIA's cybersecurity services are designed to reduce risk and improve security posture, but AMVIA does not warrant that services will prevent all security incidents. The Client is responsible for maintaining appropriate cyber insurance and for following AMVIA's security recommendations.
6. Term & Termination
Each service is subject to the minimum term specified in the Service Order. Unless otherwise stated, the minimum term for managed IT services is 12 months, and the minimum term for connectivity services is as specified by the carrier (typically 12–36 months).
6.1 Termination at End of Minimum Term
Following the expiry of the minimum term, services continue on a rolling monthly basis unless either party gives written notice. The required notice period is 30 days for month-to-month services and as specified in the Service Order for contracted terms.
6.2 Termination for Cause
Either party may terminate the agreement immediately on written notice if the other party: commits a material breach of these Terms that is incapable of remedy; fails to remedy a material breach within 30 days of written notice to do so; becomes insolvent, enters administration, or ceases to trade.
6.3 Termination During Minimum Term
If the Client terminates services before the expiry of the minimum term (other than for AMVIA's material breach), the Client shall pay AMVIA an amount equal to the outstanding monthly fees for the remainder of the minimum term, unless otherwise agreed in writing.
6.4 Effect of Termination
On termination: AMVIA will provide reasonable off-boarding assistance at its standard hourly rate; the Client must settle all outstanding invoices; AMVIA will return or securely delete Client data in accordance with the Data Processing Agreement; and AMVIA will transfer number porting authorisations for any telephone numbers held on the Client's behalf.
6.5 Connectivity Cessation
Where AMVIA manages a connectivity circuit on the Client's behalf, early termination charges imposed by the carrier will be passed through to the Client.
7. General Provisions & Governing Law
7.1 Governing Law
These Terms and any dispute or claim arising out of or in connection with them (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.
7.2 Entire Agreement
These Terms, together with the Service Order, Service Schedule, and any Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements relating to the subject matter.
7.3 Variation
No variation of these Terms shall be effective unless agreed in writing and signed by both parties. AMVIA may update these Terms with reasonable notice as described in Section 1.
7.4 Subcontracting
AMVIA may engage sub-contractors in the delivery of services. AMVIA remains responsible to the Client for the performance of any subcontracted work.
7.5 Confidentiality
Each party shall keep confidential any information disclosed by the other party that is identified as confidential or that a reasonable person would regard as confidential, and shall not disclose it to any third party without prior written consent, except as required by law.
7.6 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations caused by circumstances beyond its reasonable control, including (without limitation) natural disasters, pandemics, telecommunications network failures, acts of government, or cyber attacks on infrastructure outside that party's control. The affected party shall notify the other promptly and take reasonable steps to minimise the impact.
7.7 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
7.8 Contact
For questions about these Terms or to raise a contractual matter, please contact: legal@amvia.co.uk