Terms, entry by entry
These are the standing terms behind everything TOLVARA LIMITED sells. They are arranged alphabetically rather than in numbered clauses, so that the person asking “what happens if we want out” can find the answer without reading the other twenty-six entries first.
Where a signed service agreement, order form or service description says something different, that document governs and this handbook fills the gaps around it. We contract with organisations rather than consumers, and nothing here cuts down a right that statute gives you anyway.
AcceptanceHow a conversation turns into a contract.
A quotation becomes an engagement when you sign the order form or service description we send, or when you tell us in writing to begin and we start work on that footing. What binds us both is that document, this handbook, and the service description for each item you bought. Purchase-order conditions printed on the back of your own paperwork do not attach themselves to our contract unless a director here has agreed to them in writing and named them.
Access to your systemsThe permissions that make the service possible.
Managed support cannot be delivered from outside the fence, so an engagement includes administrative access to the tenants, servers, network devices and portals in scope. You warrant that you are entitled to grant that access and that doing so breaks no agreement with anybody else. We take the narrowest set of rights that still does the job, hold them under the controls set out in our privacy handbook, and give them back at the end — see Exit and handover. Where the estate contains a system somebody else administers, tell us: we work around it rather than through it.
BillingWhat we invoice, when, and what happens if it goes unpaid.
Recurring services are invoiced monthly in advance against the seat, tenant or device count at the start of that month; changes in count are picked up on the next invoice rather than argued about mid-month. Project work is billed against agreed milestones, and day-rate work in arrears against a signed timesheet. Payment falls due fourteen days from the invoice date, by bank transfer, in pounds sterling, exclusive of VAT.
An invoice you dispute should be flagged inside seven days with the line in question identified; the undisputed remainder still falls due. Overdue commercial invoices attract statutory interest and the fixed recovery sum the legislation allows, though in practice we would rather ring you than charge it. Prices hold for the first twelve months and may then be adjusted once a year on sixty days' written notice, which is also your window to give notice under Cancellation.
CancellationGetting out, on notice, without a fight.
Managed support runs on a twelve-month initial term because operations improve with continuity, not because the paperwork traps you. Inside that first term there is a ninety-day break clause you can use for any reason at all. After the initial term the arrangement continues month to month, ending on sixty days' written notice from either side.
Project work is not a subscription and cannot be cancelled halfway for free: stop a project before completion and you owe the milestones already delivered plus committed third-party costs we cannot recover. Nothing is held hostage on the way out, whatever the reason for leaving.
Change requestsAnything that alters the estate rather than repairing it.
Changes arrive through the service desk as a P4 request and are handled in the order they were agreed, not the order they were shouted. Small changes inside the contracted scope simply get done. Anything larger comes back to you with an estimate, an impact note and a proposed window before a single setting is touched. Disruptive changes are scheduled outside your working hours where the work allows it, and every one of them carries a written rollback point. Emergency changes during a live incident are made first and documented immediately afterwards, because an estate on fire does not wait for a form.
ConfidentialityWhat we learn about you, and what you learn about us.
Each side keeps the other's business information to itself, uses it only for the engagement, and passes it on internally only to people who need it to do their work. The duty runs for five years after the engagement ends, and indefinitely for anything that amounts to a trade secret. It does not bite on information that was already public, that reaches the recipient legitimately from somewhere else, or that a court or regulator compels — in which case the compelled side tells the other, if it is lawful to say so. Personal data has its own separate regime under Data protection.
Credits for missed targetsThe remedy when a response target is missed.
Miss a contracted response target and a credit is applied against the following month's invoice, on the scale written into your service agreement. Claim within thirty days of the month in question, quoting the tickets; we will check them against the desk records and pay out without an argument where the records agree with you.
Credits are the agreed remedy for missed targets. They do not touch your right to terminate under Termination for cause if the misses keep coming, and they do not apply to time lost to a cause under Force majeure or to a system nobody let us monitor.
Data protectionWhere the personal-data rules live.
Our privacy handbook sets out the whole picture: we are the controller for our own records and the processor for everything inside your estate. Each managed service agreement carries a data processing schedule with the subject matter, duration, categories of data and the Article 28 commitments; where that schedule and this handbook disagree, the schedule wins. You remain responsible for having a lawful reason to hold the data we look after on your behalf, and for the notices your own staff receive.
Exit and handoverWhat leaving looks like in practice.
Documentation, runbooks, network maps, asset registers and credentials are yours throughout, held in your name, so an exit is a handover rather than an excavation. When notice is served we produce a written exit plan: what transfers, to whom, in what order, and the date our administrative accounts are disabled. Assistance beyond thirty days after the end date is chargeable at the day rate, and we will quote it rather than let it run. Nothing is withheld over a commercial dispute, and no fee is charged for handing back what already belongs to you.
Force majeureThings neither side can be blamed for.
Some failures sit outside anybody's practical control: national carrier outages, sustained power failure, war, civil disturbance, flood or fire, and the sudden collapse of a platform vendor. Where one of those stops us performing, our obligations pause for as long as it lasts and we tell you what we are doing to work around it. If it lasts more than thirty days, either side may end the affected service without penalty. A supplier of ours failing is not automatically one of these events — see Subcontractors.
Governing lawWhose law, and whose courts.
The law of Northern Ireland applies to this handbook and to everything contracted under it, and the courts of Northern Ireland have jurisdiction over any dispute. Before either of us goes near a courtroom, both agree to spend thirty days trying to settle it: a director on each side, in a room or on a call, with the paperwork in front of them. That clause exists because most disputes in this trade are misunderstandings about scope that survive contact with a calendar.
Hours and coverWhen somebody is there.
The service desk is staffed Monday to Friday, 08:00 to 18:00 UK time, excluding public holidays in Northern Ireland. Critical incidents are covered around the clock under the P1 route for customers whose agreement includes it. Work scheduled outside desk hours — migration waves, maintenance windows, cutovers — is planned in advance and priced in the relevant service description rather than surprising you on an invoice.
Intellectual propertyWho owns what, once the work is done.
What we write for you about your estate is yours: runbooks, diagrams, registers, configuration records and reports, licensed to you outright once the invoice covering them is paid. What we bring with us stays ours: our methods, templates, scripts, monitoring configurations, tooling and anything we built before your engagement started. Where our own material is embedded in a deliverable, you get a perpetual licence to use it inside your business, which is what actually matters when you want to keep running the thing after we have gone. Neither side may use the other's name or marks in publicity without written agreement.
LiabilityThe ceiling, the exclusions, and what cannot be limited at all.
The ceiling. For any single claim, and for everything claimed in the same twelve-month period taken together, our total liability stops at the fees you paid us during the twelve months before the problem arose.
Outside the ceiling. Some liability cannot be capped by anyone and we do not pretend otherwise: injury or death resulting from our negligence, our own fraud or fraudulent misrepresentation, and anything else statute forbids a supplier to limit.
What we do not carry. Lost profit, lost revenue, lost goodwill, wasted management time, indirect or consequential losses, and data loss on a system you chose not to have backed up after we recommended it. Where a backup service is contracted and we fail to run it properly, that failure sits squarely inside the ceiling above and we do not hide behind this paragraph.
Licences and hardwareThird-party terms we cannot rewrite.
Software subscriptions, cloud consumption and hardware come with the vendor's own terms, and those terms bind you directly whether we placed the order on your behalf or you bought them yourself. We pass on what we are charged and tell you where a licence sits on a term that cannot be cancelled mid-flight. Hardware carries the manufacturer's warranty rather than ours; we will handle the claim as part of the service, but we cannot promise a lead time a distributor has not given us. Where consumption is metered — storage, egress, compute — the bill follows what you actually used.
NoticesHow to say something formally.
Day-to-day instructions travel by ticket and email. Anything that changes the contract — notice to end a service, a claim, a dispute — goes to info@tolvara.co marked for the attention of the directors, and takes effect on the next working day after it is sent. Post is also good for formal service: use the office held against company number NI739585 at Companies House. Notices to you go to the contact named on your order form, so keep that name current.
Out-of-scope workThe work your contract does not already pay for.
Every service description lists what is included, and by implication what is not. Common examples: rebuilding a system after somebody outside the agreement changed it, supporting software the contract never covered, recovering an estate from an incident that predates us, or a project the retainer was never sized for. None of it is refused out of hand and none of it is done silently. You get an estimate at the published day rate, and the work waits for your written go-ahead. The exception is an emergency where waiting would make the damage worse; there we act, tell you at once, and charge only what the emergency actually took.
Priorities and response targetsWhat the response times mean and how they are measured.
Response means a qualified engineer has started work and told you so. It is not an automated ticket receipt, and the clock stops at the point a human engages rather than when a robot replies.
| Priority | Trigger | Response | Cover |
|---|---|---|---|
| P1 | Nobody can work; a business-wide system is down | 15 min | Round the clock |
| P2 | A team or a core system is down or badly degraded | 1 hr | Round the clock |
| P3 | One person affected; a workaround exists | 4 hrs | Desk hours |
| P4 | Requests, changes, new starters, questions | 1 working day | Desk hours |
Priority is set against the effect on your business, not the volume of the complaint, and we will discuss a reclassification rather than impose one. Resolution times are objectives we work to, not promises, because the fix sometimes belongs to a vendor. Targets pause while we are waiting on you for information, access or a decision, and the ticket says so when the clock stops.
QuotationsWhat a price from us actually covers.
Quotations stand for sixty days and rest on the assumptions written into them — user counts, site counts, the state of the estate as we found it during discovery. If discovery turns up something the quote could not have known about, we come back with a revised figure before starting rather than after finishing. Fixed prices stay fixed for the scope quoted. Estimates for day-rate work are honest guesses and are labelled as such, with a check-in before any overrun.
SubcontractorsWhen somebody else does part of the work.
Specialists get brought in from time to time: structured cabling, a hardware engineer at a site we cannot reach quickly, an occasional platform specialism. Anyone we bring in works under our confidentiality and security terms, and their work is our responsibility exactly as if we had done it ourselves. Where a subcontractor would touch personal data, they are engaged as a sub-processor under the rules in our privacy handbook and you hear about it beforehand.
SuspensionThe rare occasions we stop.
We may pause a service where an invoice sits more than thirty days overdue and two written reminders have gone unanswered, or where continuing would create a security or legal risk we have set out to you in writing. Suspension is never the first move: you get notice, a stated reason and a way to put it right. Critical incident cover keeps running during any suspension for non-payment, because leaving a business dark over an invoice is not something we are prepared to do.
Termination for causeEnding it because something has gone wrong.
Either side may end an engagement immediately if the other commits a material breach and fails to put it right within thirty days of being told about it in writing, or if the other becomes insolvent, enters administration or has a receiver appointed. On termination you pay for services delivered up to that date, we hand over under Exit and handover, and each side returns or destroys the other's confidential material. Entries that are meant to outlive the contract — confidentiality, intellectual property, liability, governing law — carry on doing so.
Third partiesWho can enforce this, and who cannot.
This is an agreement between your organisation and ours. Nobody outside it acquires a right to enforce any part of it, and neither of us may transfer the agreement without the other's written agreement — save that either side may transfer it to a company that acquires its business as a whole, on written notice. Your staff and end users are looked after through your contract with us rather than through one of their own; the privacy handbook explains how their data protection requests are routed.
Uptime objectivesThe availability figure, and what it excludes.
For platforms we manage end to end, the availability objective is 99.9% measured monthly, and we report against it at each service review. The measurement excludes planned maintenance windows agreed with you in advance, outages inside a vendor's own platform, faults in connectivity or equipment we do not manage, and time lost while we wait for a decision from you. Where a vendor's outage causes your downtime we pursue their remedy on your behalf, though we cannot promise more than the vendor's own agreement gives.
WarrantiesWhat we actually promise about the work.
We promise that the services will be delivered with reasonable skill and care by people competent to do them, that we will follow the service descriptions you bought, and that we will put right at our own cost any work that falls short if you tell us within thirty days. What nobody can honestly promise is an estate that never fails, software that behaves the way its vendor claims, or an outcome that depends on a third party's cooperation. Where a promise of ours is missed, the remedy is redoing the work, credits under Credits for missed targets, and the liability position above.
Website useReading tolvara.co is not the same as engaging us.
Everything on this website is information about services, not advice for your particular estate, and nothing on it forms a contract until an order is signed under Acceptance. Prices shown are indicative starting points, quoted properly against a written service description. The text, layout, wordmark and images belong to us; read them, quote them with attribution, but do not republish the site wholesale or scrape it for a competing catalogue. We do not guarantee the site is available every minute of the day, and we may change what is on it without notice.
Your part of the bargainWhat we need from you for any of this to work.
Give us the access agreed at the start, and tell us when it changes. Keep licences valid for the software you ask us to support. Name someone who can make decisions and reach them within a working day when a change needs approving. Tell us about starters, leavers and site moves before they happen rather than after. Let us know about systems, suppliers or shadow IT we have not been told about, since we cannot protect what we cannot see. And follow the security baselines we put in: multi-factor authentication, patching windows, and the standing rule that nobody disables a control without asking. Where a target is missed because one of these did not happen, that time comes out of the measurement.
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