Version: 1 — March 2026
This Service Provider Agreement ("Agreement") is made between the Customer purchasing and utilising the services and products of the Provider ("Company") and Tenzing IT Limited, a company registered in England and Wales whose registered address is at 4th Floor Office, 205 Regent Street, London, England, W1B 4NB ("Provider"), each a "Party" and together the "Parties".
This Agreement is structured so that the Parties will enter into individual Statements of Work. Statements of Work are governed by and subject to this Agreement. This Agreement does not commit Company to purchase any Services and, likewise, does not commit Provider to provide any Services. Company only becomes committed to purchasing, and Provider only becomes committed to providing, any Services upon signature by both Parties of a Statement of Work in respect of such Services.
A full copy of the Service Provider Agreement is available to download as a PDF.
1. Definitions
In this Agreement (including the Schedules) the words and expressions listed in Schedule 1 Part 1 shall (unless the context otherwise requires) have the meanings set out therein and the provisions of Schedule 1 Part 2 shall apply to the interpretation of this Agreement.
2. Obligations of Provider
Provider will undertake its obligations as set out in this Agreement, warrants that it has full power and authority to enter into and perform its obligations, and agrees that it will:
- Act in accordance with the terms of this Agreement from the Effective Date;
- Perform its obligations diligently and efficiently using all reasonable care and skill;
- Not act in any way prejudicial to Company's business or reputation;
- Comply with any and all reasonable instructions from Company;
- At all times undertake obligations in a timely, orderly and professional manner;
- Provide further information as Company shall reasonably request.
Where Provider delegates any obligations to a third party, Provider remains fully responsible for ensuring such delegated actions are performed properly and shall remain liable to Company as if it had undertaken those matters itself.
3. Obligations of Company
Company will pay Provider the fees as set out in any associated Statement of Works and agrees that it will act in accordance with this Agreement, perform obligations diligently, ensure staff are properly trained, and work with Provider in an open and cooperative way.
4. Duration
The terms and conditions of this Agreement shall commence on the Effective Date and shall continue unless and until terminated in accordance with Clause 13.
5. Service Levels
The Services and Service Levels which shall be met by the Provider are set out in any associated Statement of Works. Company and Provider may review and amend the Services from time to time.
In the event that a Provider employee allocated to a project is unable to perform services due to delays or lack of direction from the Company, the Provider reserves the right to charge an idle resource charge at 75% (remote) or 100% (onsite) of the hourly billable rate. This charge will not be levied if the Company provides at least 7 working days' written notice of an anticipated delay.
6. Equipment, Title and Risk
Company shall not be obliged to provide premises, equipment or other items for the provision of Services. Where Company does provide equipment, title remains with Company. Provider shall be liable for any damage or loss to Company equipment. Both Parties undertake not to invalidate insurance policies held by the other.
7. Change Control
Either Party may request additional Services or variations. No request shall have effect unless set out in writing and signed by both Parties.
8. Data
Data shall at all times remain the property of Company. Provider undertakes not to use Data otherwise than for purposes contemplated by this Agreement and to retain Data in a safe and secure manner. Both Parties shall comply with the Data Protection Act 2018 and all relevant guidelines issued by the Data Protection Commissioner.
9. Intellectual Property
Nothing in this Agreement shall assign or transfer intellectual property rights owned by or licensed to either Party without prior written consent. Intellectual Property created by Provider exclusively for Company shall be owned by Company and considered work made for hire. Where Provider creates intellectual property from configuration of settings and templates in software products, Company grants Provider a royalty-free, non-exclusive licence to use such intellectual property for delivering similar services to other customers.
10. Software Licences
Where Company requires the use of Software owned by or licensed to Provider, Provider grants Company a non-exclusive, non-transferable licence for use during the term of any Statement of Works. Company shall comply with any restrictions imposed by third-party licensors and shall be entitled to use the Software for its own internal business purposes.
11. Confidentiality
Each Party shall treat as confidential all information obtained from the other Party in connection with the Services and shall not disclose such information to any third party (other than officers, employees, advisers and agents whose responsibilities require them to know) or use it for any purpose other than performance of obligations under this Agreement. No Party shall make any public announcement concerning this Agreement except as required by law or with prior written approval of the other Party.
12. Warranties and Limitation of Liability
Provider warrants that it will provide Services with all reasonable skill and care in accordance with generally accepted industry standards. Provider warrants it has all necessary rights in materials used to perform obligations.
In no event shall Provider be liable for any indirect, consequential or special loss, including loss of profit, revenue, production, contract, opportunity, savings, or goodwill. Provider's total liability under this Agreement is limited to damages not exceeding the total amount paid to Provider in the previous twelve (12) months.
Notwithstanding any other provision, the liability of the Parties shall not be limited in respect of death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other losses which cannot be excluded by applicable law.
13. Termination
Either Party may terminate this Agreement by service of not less than one (1) month's written notice. Where notice is served whilst any Statement of Work is in progress, termination shall not take effect until the last expiry date of those related Statements of Work.
Either Party may terminate immediately by written notice if the other Party commits a material breach and fails to remedy within thirty (30) days, or upon insolvency events including administration, receivership, winding-up, or cessation of business.
14. Consequences of Termination
Termination shall not affect accrued rights or obligations. Upon termination, all records, reports, documents and working papers relating to the Services shall be delivered to Company within five (5) working days. If terminated due to Provider breach, Provider shall not be entitled to payment beyond the date of the breach.
15. No Partnership
Nothing in this Agreement shall constitute a partnership, joint venture or employment relationship. The relationship of Provider to Company is that of independent contractor. Provider shall maintain appropriate insurance arrangements throughout the term and for two (2) years after.
16. Non-Solicitation
Each Party agrees not to solicit the services of any staff of the other Party during the term of this Agreement or for twelve (12) months after termination, except with prior written consent.
17. General Provisions
- Severability: If any obligation becomes invalid or unenforceable, it shall apply with such modification as necessary to make it valid. The remaining clauses shall not be affected.
- Waiver: No waiver shall be effective unless in writing and signed by both Parties. No failure or delay to exercise any right shall operate as a waiver.
- Whole Agreement: This Agreement supersedes all prior representations, arrangements and agreements between the Parties relating to the subject matter hereof.
- Force Majeure: Neither Party shall be liable for delay or failure resulting from Force Majeure. If such delay continues for more than 30 consecutive days, either Party may terminate with immediate effect.
- Survival: Clauses relating to Data, Intellectual Property, Software Licences, Confidentiality and Warranties shall survive termination.
18. Dispute Resolution
If any dispute arises, the Parties shall first negotiate in good faith through nominated representatives, then escalate to chief executives within ten (10) Business Days. Unresolved disputes shall be referred to an arbitrator appointed by the Chartered Institute of Arbitrators, whose determination shall be final and binding. Both Parties agree to continue performing obligations while disputes are being resolved.
19. Notices
Any notice shall be in writing and delivered personally or sent by first class pre-paid, registered or recorded delivery post. Email is acceptable subject to receiving an acknowledgement of receipt. Notices shall be deemed given at the time of personal delivery, at the time of email acknowledgement, or 2 Business Days after posting.
20. Additional Provisions
- Compliance with Laws: Both Parties shall comply with all applicable laws, rules, regulations and codes of practice.
- Assignment: Neither Party may assign any rights without prior written consent of the other Party.
- Variation: No variation shall be effective unless in writing and signed by both Parties.
- Counterparts: This Agreement may be executed in any number of counterparts but shall not be effective until each Party has executed at least one.
- Rights of Third Parties: A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
- Costs: Each Party shall pay its own costs incurred in connection with the negotiation, preparation and execution of this Agreement.
21. Governing Law
This Agreement shall be governed by the laws of England and Wales and both Parties agree to submit to the non-exclusive jurisdiction of the English Courts.
Contact
For questions about these terms or to request a copy of the full Service Provider Agreement, please contact us at info@tenzing.it.com or write to Tenzing IT Ltd, 4th Floor Office, 205 Regent Street, London, England, W1B 4NB.