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Cambrian House, Llanidloes, Powys SY18 6BX

Terms of Service

Version 1.0 · Effective 1 November 2026

1. These terms

1.1 Who we are

PCQ Solutions Ltd, registered in England and Wales under company number 04019429,
registered office Cambrian House, Cambrian Place, Llanidloes, Powys, SY18 6BX. VAT number GB753384418.

In these terms “we”, “us” and “our” mean PCQ Solutions Ltd. “You” and “your” mean the customer
named on the Order.

1.2 What these terms cover

These terms apply to all services we supply to you, together with:

Together these form the agreement between us.

1.3 Order of precedence

If there is a conflict, the order is: the Order, then service-specific terms, then these
general terms, then our policies. The Data Processing Agreement prevails over everything else
on matters of personal data.

1.4 Who we supply

Managed services — IT support, hosting, Microsoft 365, connectivity and telephony — are
supplied to businesses and organisations. By entering into an agreement for those services you
confirm you are doing so in the course of a business.

Workshop services — repairs, data transfer and related work carried out at our premises —
are supplied to businesses and to members of the public.

Where you are a consumer — an individual acting wholly or mainly outside your trade,
business, craft or profession — section 18 applies to you, and prevails over anything else in
these terms that would reduce your statutory rights.

Where you are a small business customer — ten employees or fewer — certain additional
protections apply to communications services under Ofcom’s rules. These are set out in section
12 and apply regardless of anything else in these terms.

2. Our services

2.1 What we will do

We will supply the services set out in your Order with reasonable skill and care, in accordance
with these terms.

2.2 Changes to services

We may make changes to a service:

a. to reflect changes in law or regulatory requirements;
b. to implement technical adjustments and improvements, including security updates;
c. where a supplier changes or withdraws something we depend on.

Where a change materially reduces the service, we will give you at least 30 days’ notice and
you may terminate the affected service without penalty.

2.3 Things outside our control

Some of what we supply depends on third parties — network operators, software vendors, data
centres and the public internet. We are not responsible for failures in those third-party
services beyond our reasonable control, although we will use reasonable efforts to resolve
them and will keep you informed.

2.4 Service availability

We do not guarantee uninterrupted service. Where your Order includes a specific service level,
that service level applies. Where it does not, we will use reasonable efforts to maintain
availability and to restore service promptly after a failure.

We will give reasonable notice of planned maintenance where we can. Emergency maintenance —
including applying security patches — may be carried out without notice where delay would put
systems or data at risk.

3. Your responsibilities

You will:

a. provide the access, information, cooperation and decisions we reasonably need to deliver
the services, promptly;

b. ensure that anyone you allow to use the services complies with these terms and our
Acceptable Use Policy;

c. keep your credentials secure, and tell us promptly if you believe they have been
compromised;

d. maintain any equipment, software, premises or connectivity that is your responsibility;

e. hold the necessary licences, consents and rights for anything you ask us to host, process
or administer;

f. comply with all applicable law in your use of the services.

If we cannot deliver a service because you have not done something you were required to do, we
are not liable for the resulting delay or failure, and we may charge for time reasonably
wasted.

4. Charges and payment

4.1 Charges

Our charges are set out in your Order. Unless stated otherwise, charges are exclusive of VAT,
which we will add at the prevailing rate.

Recurring charges are billed monthly in advance unless your Order says otherwise. One-off
charges are billed on completion. Time-and-materials work is billed at our rates current at the
time the work is done. Our current rates are available on request.

4.2 Payment

If you do not hold an account with us, payment is due on collection of goods or on
delivery of the service.

If you hold an account with us, payment is due within 30 days of the invoice date.

For rolling services paid by Direct Debit, we collect on the 1st or the 15th of the month
as stated on your invoice, or the nearest working day where that falls on a weekend or bank
holiday.

4.3 Late payment

If you do not pay on time we may:

a. charge interest at 4% above the Bank of England base rate, accruing daily, together with
the fixed sum recoverable under the Late Payment of Commercial Debts (Interest) Act 1998;

b. after giving you at least 7 days’ written notice, suspend some or all services until
payment is made.

Suspension does not relieve you of the obligation to pay charges that continue to accrue.
We will not suspend a service where doing so would be disproportionate, and we will restore it
promptly once payment is received.

4.4 Disputed invoices

If you dispute an invoice, tell us within 14 days of the invoice date, explaining why. You must
pay the undisputed part. We will not charge interest on, or suspend service for, a genuinely
disputed amount while we are investigating it.

4.5 Changes to charges

We may change our charges on at least 30 days’ written notice.

Where the change increases the charges for a service you are receiving, you may terminate that
service without penalty by telling us before the change takes effect. If you do not, the new
charge applies from the date stated in the notice.

Price changes to communications services are also subject to section 12.4, which applies in
addition to this clause.

We may pass through, without the notice in this clause, changes imposed on us by a third party
where we have no discretion over them — specifically changes in VAT or other taxes, and
regulated charges set by a telecommunications regulator. We will tell you as soon as we can.

5. Term and termination

5.1 Term

The agreement starts on the date stated in your Order, or when we begin providing the services,
whichever is earlier. It continues for the minimum term stated in the Order, and then
automatically renews for successive periods of one month unless terminated.

Where no minimum term is stated, the services are supplied on a rolling monthly basis.

5.2 Termination for convenience

Either party may terminate a service, or the agreement, by giving 30 days’ written notice,
expiring no earlier than the end of any minimum term.

Some services carry a longer notice period because of commitments we make to suppliers on your
behalf. Where that applies, it is stated in your Order and in section 12 for communications
services.

5.3 Termination for cause

Either party may terminate immediately on written notice if the other:

a. commits a material breach that is capable of remedy and fails to remedy it within 14 days of
being asked to;
b. commits a material breach that is not capable of remedy;
c. becomes insolvent, enters administration or liquidation, or has a receiver appointed.

We may also suspend or terminate immediately where your use of a service breaches our
Acceptable Use Policy in a way that creates a risk to us, to other customers or to third
parties.

5.4 What happens on termination

On termination:

a. you must pay all charges due up to the termination date, including for any minimum term not
yet served;

b. we will provide reasonable assistance with migration, chargeable at our standard rates
unless your Order says otherwise;

c. we will delete or return personal data in accordance with the Data Processing Agreement;

d. we will delete your other data 30 days after termination, unless you ask us in writing
to retain it for longer, which we may charge for.

Retrieve your data before you terminate. We are not obliged to retain it, and once deleted
it cannot be recovered.

5.5 Domain names

Where we hold domain names on your behalf, we will transfer them to you or to a registrar you
nominate on request, provided your account is settled. We will not unreasonably withhold or
delay a transfer.

6. Intellectual property

6.1 Yours stays yours

You own your data, and any intellectual property you had before this agreement or develop
independently of it. Nothing here transfers it to us.

6.2 Ours stays ours

We own our systems, tools, scripts, documentation, know-how and anything we develop in the
course of providing services generally. Where we create something specifically for you and your
Order says you own it, you own it; otherwise you have a non-exclusive licence to use it for
your own business purposes for as long as this agreement continues.

6.3 Third-party software

Software we supply or install on your behalf is licensed, not sold, and is subject to its
vendor’s terms. We will tell you where those terms impose obligations on you.

7. Confidentiality

Each party will keep the other’s confidential information confidential, use it only for the
purposes of this agreement, and protect it with at least the care it applies to its own.

This does not apply to information that is public through no fault of the receiving party, was
already known to it, is independently developed, or must be disclosed by law — in which case
the disclosing party will be told first where legally permitted.

These obligations continue for three years after termination, and indefinitely for anything
that is a trade secret.

8. Data protection

Where we process personal data on your behalf, our Data Processing Agreement
applies and forms part of this agreement.

Where we process personal data as a controller in our own right — your business contact details
for account management and billing — our Privacy Notice applies.

Our current subprocessors are published at https://pc-q.co.uk/subprocessors.

9. Liability

9.1 What we do not exclude

Nothing in this agreement limits or excludes either party’s liability for:

a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. any liability that cannot lawfully be limited or excluded.

If you are a consumer, the exclusions and limits in 9.2 to 9.4 apply only so far as the law
allows. They do not affect your statutory rights, and nothing in this section limits our
liability for failing to carry out a service with reasonable care and skill. Section 18 sets
out how this works.

9.2 What we are not liable for

Subject to 9.1, we are not liable for:

a. loss of profit, revenue, business, contracts or anticipated savings;
b. loss of goodwill or reputation;
c. loss or corruption of data, except where it results from our failure to take the backup
measures your Order requires;
d. indirect or consequential loss;
e. loss arising from your failure to meet your responsibilities under section 3;
f. loss arising from third-party services or networks outside our reasonable control.

9.3 Our overall limit

Subject to 9.1, our total liability arising out of or in connection with this agreement, whether
in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in
any 12-month period to the total charges paid by you to us in the 12 months preceding the
event giving rise to the claim.

Where the agreement has been running for less than 12 months, the limit is the charges that
would have been payable over 12 months at the rate then applying.

9.4 Time limit

Neither party may bring a claim under this agreement more than 12 months after it became aware,
or ought reasonably to have become aware, of the facts giving rise to it. This does not apply to
claims under 9.1.

10. Force majeure

Neither party is liable for failure or delay caused by something beyond its reasonable control —
including acts of God, fire, flood, war, terrorism, epidemic, industrial action, failure of
public telecommunications networks, power failure, or action by a government or regulator.

The affected party will tell the other promptly and use reasonable efforts to minimise the
effect. If the event continues for more than 30 days, either party may terminate the affected
service on written notice without liability.

11. General

Assignment. You may not assign or transfer this agreement without our written consent, not
to be unreasonably withheld. We may assign it to a purchaser of our business, and will tell you.

Subcontracting. We may subcontract performance, but remain responsible for it.

Variation. We may update these terms on 30 days’ notice. Where a change materially reduces
your rights, you may terminate the affected service without penalty before it takes effect.
Changes required by law or regulation take effect on the date required.

Entire agreement. This agreement is the whole agreement between us and supersedes anything
said or written beforehand. Neither party relies on any statement not set out in it. This does
not limit liability for fraudulent misrepresentation.

Waiver. A failure to enforce a right is not a waiver of it.

Severance. If any provision is found unenforceable, the rest continues in force.

Third parties. No one other than the parties has rights under this agreement.

Notices. Notices must be in writing. Ours go to the contact address on your account; yours
go to info@pc-q.co.uk or our registered office. Email is sufficient for all notices except
termination for cause, which must also be sent by post.

Governing law. This agreement is governed by the law of England and Wales, and the parties
submit to the exclusive jurisdiction of the courts of England and Wales.

Service-specific terms

12. Communications services — broadband, telephony and mobile

These terms apply in addition to the general terms, and prevail over them where they conflict.

12.1 Before you order

Before you commit, we will give you the contract information and a contract summary required by
Ofcom’s General Conditions, setting out the main characteristics of the service, the price, the
contract length and how to end it.

12.2 Service delivery

Broadband and telephony services depend on infrastructure operated by third parties. Activation
dates given to you are estimates provided by the network operator and are not guaranteed.

Speeds quoted are estimates based on information from the network operator. Actual speeds vary
with line characteristics, distance, internal wiring, equipment and network conditions.

12.3 Minimum terms and early termination

Communications services are supplied on a rolling monthly basis unless a minimum term is
stated in your Order.

Where a minimum term is stated and you terminate before the end of it, an early termination
charge applies, calculated as the remaining monthly charges for the unexpired part of the term,
less any costs we avoid.

12.4 Price changes

If we increase the price of a communications service, we will give you at least 30 days’
notice, and you may end that service without penalty within 30 days of the notice — including
during a minimum term, and with no early termination charge.

We will tell you clearly what the new price is in pounds and pence, when it takes effect, and
that you have the right to leave.

We do not operate automatic annual price rises linked to inflation or to a fixed percentage.

12.5 Switching

If you move to another provider, we will cooperate with the switching process. We will not
charge you for switching away, beyond any early termination charge properly due under 12.3.

12.6 Complaints

If something goes wrong, our Complaints Procedure applies. If we cannot
resolve it within six weeks, or we reach deadlock sooner, small business customers may refer
the matter free of charge to the Communications Ombudsman, the dispute resolution scheme
appointed by Ofcom of which we are a member. We will tell you how at the point of deadlock.

13. Hosting services

13.1 What we provide

Website, email and DNS hosting on our managed infrastructure, as specified in your Order,
including the resource allocation stated there.

13.2 Your content

You are responsible for the content of your website and anything you store on our platform,
including that it is lawful, that you hold the necessary rights, and that it complies with our
Acceptable Use Policy.

13.3 Resource use

Where your use materially exceeds the resources in your Order, or affects other customers, we
will contact you to discuss an appropriate plan. We will not suspend service for resource use
without first giving you a reasonable opportunity to address it, except where the impact on
other customers is severe and immediate.

13.4 Backups

We take backups of hosted data as stated in your Order. Backups are a disaster recovery measure
for our platform, not a substitute for your own. We recommend you keep your own copy of
anything you cannot afford to lose.

13.5 Software maintenance

Where your Order includes maintenance of website software — content management systems, plugins
or themes — we will apply updates on the basis stated in your Order. Where it does not, keeping
that software current is your responsibility, and we may suspend a site that presents a security
risk to our platform, having first told you where time allows.

14. Microsoft 365 and third-party subscriptions

14.1 Licensing

We resell subscriptions on terms set by the vendor. Your use is subject to the vendor’s own
terms, which we will provide or point you to.

14.2 Commitment periods

Annual subscriptions commit you for the full year, because we are committed to the vendor for
the same period. Licence counts can be increased at any time; reductions take effect at the end
of the commitment period.

14.3 Vendor price changes

Where a vendor increases its prices, we may pass that increase on with 30 days’ notice. We will
tell you it is a vendor change.

14.4 Administration

Where we administer your tenant, we hold administrative access. You may withdraw that access at
any time, but we cannot deliver the administration service without it.

14.5 Backup

Microsoft does not back up your data in the way most organisations assume. Unless your Order
includes a backup service, your Microsoft 365 data is not backed up by us.

15. Support services

15.1 What is included

The support included in your plan is set out in your Order. Work outside that scope is
chargeable at our standard rates, and we will tell you before we start if something falls
outside.

15.2 How to contact us

Support requests can be raised by email, by telephone, through our customer portal, or in
person at our premises in Llanidloes.

Our core support hours are Monday to Friday, 9am to 5pm, excluding bank holidays.

Requests received outside core hours are handled on the next working day. We will use
reasonable efforts to respond to genuinely urgent issues outside those hours, but this is not
a guaranteed service unless your Order includes out-of-hours cover.

15.3 Response

Where your Order includes target response times, those apply. Response times are targets for
acknowledging and beginning work, not for resolution — resolution times depend on the nature of
the problem.

15.4 Remote access

Delivering support usually requires remote access to your systems. By raising a support request
you authorise us to access the systems reasonably necessary to resolve it. We log the access we
make.

15.5 On-site attendance

Where on-site attendance is required and is not included in your plan, we charge at our standard
rates plus travel, and we will tell you before attending.

16. Equipment and hardware

16.1 Supply

Hardware we supply is subject to the manufacturer’s warranty. We will pass on the benefit of
that warranty and assist with claims, but we are not the manufacturer.

16.2 Title and risk

Title passes on payment in full. Risk passes on delivery.

16.3 Loaned equipment

Equipment provided on loan, including routers and telephony hardware, remains ours. You must
return it in reasonable condition within 30 days of the service ending, or we may charge the
replacement cost.

17. Workshop repairs and data services

17.1 What this covers

Work carried out on a device you bring to or send to our premises — diagnosis, repair,
upgrades, operating system installation, and transferring data from one device or disk to
another.

17.2 Before we start

We will tell you what we think is wrong, what we propose to do, and what it will cost. Where we
cannot know the cost until we have investigated, we will tell you our diagnostic charge first
and come back to you with a quote before carrying out chargeable work.

If we find the work will cost materially more than quoted, we will stop and ask you before
continuing.

17.3 Your data — the most important part

Back up your data before you bring a device to us, if you possibly can. Repair work
sometimes carries a risk to the data on a device, and some faults mean the data is already at
risk before it reaches us. We will tell you where we think there is a risk.

Where you ask us to transfer or recover data, or where we judge it necessary to protect your
data before working on a device, we copy that data to a server at our premises. That copy:

If you want us to keep a copy for longer, ask and we will agree it with you in writing. If you
want it deleted sooner, tell us and we will do it.

We do not look through your files. Our technicians open only what is necessary to carry out
and check the work you have asked for. If we come across content that we are obliged by law to
report, we will report it — this is the one exception and it is not within our discretion.

17.4 Your device while it is with us

While your device is in our care we will take reasonable care of it. We keep customer devices
in our workshop area, which is not accessible to the public.

Our premises are alarmed, with a monitored system connected to a police response.

We are not an insurer. If your device is exceptionally valuable, or holds data you could not
replace, tell us when you book it in so we can agree how to handle it.

If a device is lost or damaged while in our care through our failure to take reasonable care,
we will put it right — by repair, replacement with an equivalent item, or payment of its value,
whichever is appropriate. Where you are a consumer, section 18 applies and your statutory
rights are unaffected.

Devices awaiting repair, awaiting parts, and repaired and awaiting collection are all covered
by this clause, however long they are with us.

17.5 Passwords and access

Most workshop work cannot be done without being able to sign in to the device. If you give us a
password, PIN or other credential so that we can carry out work on your behalf:

We recommend you change the password after you collect your device. That is the surest way
to close off access, and it is good practice whoever has worked on it.

If the work requires access to an online account of yours — an email account, for example — we
will ask you specifically, explain why, and limit ourselves to what that work requires.

17.6 Data recovery is not guaranteed

Where a device or disk has failed, data recovery may be partial or impossible, and attempting
it can sometimes make matters worse. We will tell you what we think the prospects are before we
begin. We do not guarantee recovery, and our charge for attempting it is payable whether or not
it succeeds — we will make clear in advance when that applies.

17.7 Collecting your device

We will tell you when your device is ready. Please collect it promptly — we have limited secure
storage and we would rather your data was with you than with us.

17.8 Uncollected devices

If your device is not collected:

a. after 30 days we will write to you at the contact details we hold, asking you to collect
it and telling you what will happen if you do not;

b. after a further 90 days from that notice, we may dispose of the device, which may include
sale to cover the charges you owe. We will account to you for anything we recover above what
you owe us;

c. we will securely erase the data on any device we dispose of, and will delete any copy we
hold of it.

We will not dispose of a device without having first written to you. If you contact us at any
point before disposal and arrange collection, this clause stops applying.

17.9 Storage charges

We do not charge for storage during the first 30 days. After that we may charge a reasonable
storage fee, which we will tell you about in the notice under 17.8(a).

17.10 Parts

Replaced parts become ours unless you ask for them back when you book the work in. Where we fit
a new part, the manufacturer’s warranty applies as set out in section 16.1.

18. If you are a consumer

This section applies where you are an individual acting wholly or mainly outside your trade,
business, craft or profession. It prevails over anything else in these terms.

18.1 Your statutory rights

Under the Consumer Rights Act 2015 we must carry out services with reasonable care and skill,
within a reasonable time, and for a reasonable price where none was agreed. Goods we supply must
be of satisfactory quality, fit for purpose and as described.

If we fall short, you are entitled to have the service put right, or to a price reduction where
that is not possible or we do not do it within a reasonable time. For goods, you may be
entitled to a repair, replacement or refund.

Nothing in these terms affects those rights, and any term here that would reduce them does
not apply to you.

18.2 Cancelling

Where you arrange a service with us at our premises, there is no automatic right to cancel,
though we will always try to be reasonable if your circumstances change.

Where you arrange a service at a distance — by telephone, email or through our website — or
away from our premises, you have 14 days to cancel without giving a reason.

If you ask us to start work within that 14-day period, you can still cancel, but you must pay
for what we have already done. If the work is finished within the 14 days at your express
request, the right to cancel ends on completion. We will make this clear when you book.

To cancel, tell us by any clear means — email to info@pc-q.co.uk, a telephone call, or in
person. We will refund you within 14 days of being told.

18.3 Liability

We do not exclude liability for failing to use reasonable care and skill, and we do not limit
our liability to the price you paid where that would be unfair to you. Where we are liable for
loss or damage, we are liable for loss that was a foreseeable result of our breach.

18.4 Complaints and disputes

Our Complaints Procedure applies to you. For communications
services, you may refer an unresolved complaint to the Communications Ombudsman as set out in
section 12.6 — this route is open to consumers as well as to small businesses.

18.5 Law

You have the benefit of the consumer protection law of the part of the United Kingdom in which
you live, and may bring proceedings in the courts there.