Terms Of Service
Last updated on 01 Jan 2026
Welcome to Jacob Morris Consulting ("We", "Us", "JMC"). These Terms of Service govern your use of our website and the professional IT consulting services provided by JMC. By engaging our services or using this website, you agree to these terms in full.
1. Scope of Services & Agreement Hierarchy
2. Client Obligations & Responsibilities
3. Fees, Payment, and Financial Terms
4. Limitation of Liability
5. Cyber Security Disclaimer & Shared Responsibility
6. Intellectual Property
7. Term & Termination
8. Governing Law & Dispute Resolution
9. Contact Us
1. Scope of Services & Agreement Hierarchy
1.1 Master Services Framework
These Terms of Service constitute a Master Services Agreement (MSA) between JMC and the Client. This framework governs all IT consultancy, Managed Service Provider (MSP) support, and Cyber Security services provided by JMC, whether delivered as a recurring subscription or a fixed-term project.
1.2 Order of Precedence
The specific technical deliverables, performance targets, and financial terms for each engagement will be defined in a secondary Service Level Agreement (SLA) or Statement of Work (SOW). In the event of any conflict between these Master Terms and a specific SOW/SLA, the legal protections and limitations of liability set forth in these Master Terms shall prevail unless explicitly stated otherwise in writing.
1.3 Service Evolution
JMC operates in a rapidly evolving technological landscape. We reserve the right to modify, update, or improve the methodologies and tools used to deliver our services to ensure alignment with current industry "best practices" and security standards. Any material changes that decrease the level of service provided will be subject to the notice periods defined in Section 7 (Termination).
1.4 Third-Party Services
As part of our scope, JMC may manage or procure third-party services on the Client’s behalf (e.g., Microsoft 365, AWS, or Internet Service Providers). The Client acknowledges that these services are subject to the respective third party’s own terms and conditions, and JMC is not liable for service interruptions caused by these external vendors.
2. Client Obligations & Responsibilities
2.1 Access and Cooperation
To provide effective support, the Client must provide JMC with timely, unhindered access to all necessary systems, hardware, premises, and administrative credentials. Any delays caused by the Client’s failure to provide such access may result in a suspension of Service Level Agreement (SLA) targets and additional hourly billing.
2.2 Security Hygiene & Credentials
The Client is solely responsible for maintaining the strict confidentiality of all account credentials, MFA (Multi-Factor Authentication) tokens, and passwords. JMC shall not be held liable for any unauthorised access or data loss resulting from the Client’s failure to secure their own credentials or for any activities occurring under the Client’s business network.
2.3 Adherence to Professional Advice
JMC provides expert recommendations regarding critical security updates, hardware replacements, and software licensing. If the Client explicitly declines to implement JMC’s recommended security measures (e.g., refusing to enable MFA or ignoring "End of Life" hardware warnings), the Client acknowledges they do so at their own risk. JMC reserves the right to terminate support for systems deemed "High Risk" due to Client non-compliance.
2.4 Hardware & Licensed Software
The Client warrants that all software used within their environment is validly licensed and that all hardware is in good working order. JMC is not responsible for system failures caused by unlicensed software or pre-existing hardware defects.
3. Fees, Payment, and Financial Terms
3.1 Service Fees
Fees for Managed Services are billed in accordance with the Client's selected plan (Secure Foundation, Managed Partner) or as specified in a custom Statement of Work (SOW) for project-based engagements. JMC reserves the right to adjust monthly subscription rates with thirty (30) days’ written notice.
3.2 Payment Schedule & Advance Billing
All recurring monthly fees are billed and payable strictly in advance of the service period. Project-based work may require a commencement deposit (typically 50%) as specified in the SOW, with the balance due upon milestone completion or delivery.
3.3 Seven-Day Settlement
All invoices issued by JMC are subject to a strict seven (7) day settlement period from the date of the invoice. Payment must be made via electronic bank transfer (BACS) or the automated payment method specified on the invoice.
3.4 Late Payments & Statutory Interest
If an invoice remains unpaid after the seven-day settlement period, JMC reserves the right to:
Charge interest on the overdue amount at the rate of 8% above the Bank of England base rate per annum, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Recover all reasonable costs incurred in the collection of overdue payments.
3.5 Right to Suspend Service
Time is of the essence regarding payment. JMC reserves the absolute right to suspend all technical support, security monitoring, and third-party license renewals if any undisputed invoice remains unpaid for more than fourteen (14) days. JMC shall have no liability for any security breaches or data loss occurring during a period of lawful service suspension due to non-payment.
4. Limitation of Liability
4.1 Service Guarantee & "Best Efforts"
While JMC employs senior-level expertise to manage your infrastructure, all services are provided on an "as-is" and "as-available" basis. JMC does not warrant that the services will be uninterrupted, error-free, or completely secure, nor do we guarantee that any specific result or "uptime" will be achieved unless explicitly stated in a signed Service Level Agreement (SLA).
4.2 Exclusion of Specific Losses
To the maximum extent permitted by the laws of England and Wales, JMC shall not be liable to the Client or any third party for any of the following, whether arising in contract, tort (including negligence), or otherwise:
Any loss of profits, revenue, or anticipated savings.
Any loss of business, contracts, or opportunity.
Any loss or corruption of data, software, or information.
Any indirect, incidental, special, or consequential loss or damage whatsoever.
Any losses arising from unauthorized access (hacking) or criminal third-party activity, notwithstanding the security measures implemented by JMC.
4.3 Liability Cap
The total aggregate liability of JMC to the Client for all claims arising out of or in connection with these Terms or any Service Agreement shall be strictly limited to the total amount of fees actually paid by the Client to JMC during the three (3) months immediately preceding the event giving rise to the claim.
4.4 Client's Duty to Insure
The Client acknowledges that JMC is not an insurer. It is the Client’s sole responsibility to maintain adequate insurance coverage, including but not limited to Cyber Liability and Business Interruption insurance, to protect against the risks excluded herein.
5. Cyber Security Disclaimer & Shared Responsibility
5.1 No Guarantee of Absolute Security
The Client acknowledges that cyber security is a proactive, ongoing process, not a static product. While JMC implements industry-standard protections, JMC does not warrant or guarantee absolute immunity from, or the prevention of, cyber-attacks, data breaches, ransomware, or evolving digital threats.
5.2 Evolution of Threats
The "threat landscape" changes daily. JMC’s services are designed to mitigate risk based on known vulnerabilities at the time of service delivery. JMC shall not be held liable for breaches resulting from "Zero-Day" exploits (previously unknown vulnerabilities) or sophisticated state-sponsored attacks.
5.3 The "Human Element" and Client Actions
A significant portion of security integrity relies on Client behaviour. JMC is not liable for security compromises resulting from:
Social Engineering: Phishing, vishing, or other deceptive practices targeting the Client’s staff.
Shadow IT: The unauthorised use of personal devices or unmanaged software by the Client’s employees.
Physical Security: Unauthorised physical access to the Client’s premises or hardware.
5.4 Mandatory Cyber Insurance
The Client acknowledges that JMC is an IT service provider, not an insurer. It is a condition of service that the Client maintains independent, comprehensive Cyber Liability Insurance. JMC’s fees do not include the cost of insurance, and JMC’s liability for any security incident is strictly limited by the "Liability Cap" in Section 4 of this MSA.
6. Intellectual Property & Ownership
6.1 JMC Intellectual Property
All content on this website, including but not limited to text, logos, service descriptions, and proprietary methodologies, is the exclusive property of Jacob Morris Consulting. No part of our branding or operational materials may be reproduced without prior written consent.
6.2 Background IP
JMC retains full ownership of all "Background IP," which includes pre-existing scripts, automation workflows, software configurations, and internal tools developed by JMC to deliver Managed Services. The Client is granted a non-exclusive, non-transferable license to use these tools solely for the duration of the Service Agreement.
6.3 Client-Specific Deliverables
Any custom scripts or technical configurations developed exclusively for the Client’s unique environment ("Foreground IP") shall remain the Client's property only upon full and final payment of all outstanding invoices. If the agreement is terminated while invoices remain unpaid, JMC retains ownership and may revoke access to such configurations.
6.4 Third-Party IP
All third-party software (e.g., Microsoft 365, SentinelOne, or Adobe) remains the property of its respective owners. The Client is responsible for adhering to all End User License Agreements (EULAs) associated with these tools.
7. Term & Termination
7.1 Agreement Term
This MSA commences on the date of your first service engagement and shall remain in effect until terminated by either party in accordance with these terms.
7.2 Notice Period (Monthly Services)
For recurring managed services (e.g., Secure Foundation or Managed Partner), either party may terminate the agreement by providing thirty (30) days’ written notice. The Client remains liable for all fees incurred up to the final date of service.
7.3 Termination for Cause Either party may terminate this agreement immediately if the other party:
Commits a material breach of these Terms which is not rectified within fourteen (14) days of notice.
Becomes insolvent, enters liquidation, or ceases trading.
Fails to pay undisputed invoices within thirty (30) days of the due date.
7.4 Offboarding & Data Transition Upon termination, JMC will provide a reasonable "Handover Period" to facilitate the transfer of administrative credentials and system documentation to the Client or a successor provider. JMC reserves the right to charge its standard hourly consulting rates for time spent assisting in the offboarding process.
7.5 Suspension of Service JMC reserves the right to temporarily suspend all technical support and security monitoring if the Client is in material breach of their payment obligations. JMC is not liable for any security incidents or downtime occurring during a period of lawful service suspension.
8. Governing Law & Dispute Resolution
8.1 Governing Law
These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.
8.2 Jurisdiction
Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
8.3 Mandatory Mediation
Before initiating any formal legal proceedings, both JMC and the Client agree to attempt to resolve the dispute in good faith through senior-level negotiations. If the dispute is not resolved within thirty (30) days of the initial written notice, the parties agree to enter into mediation in London under the procedures of a recognised UK mediation body before pursuing litigation.
8.4 No Class Action
To the extent permitted by law, the Client agrees that any claims against JMC must be brought in the Client’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
9. Contact Us
If you have any questions regarding these Terms of Service, please contact us at: info@jacobmorrisconsulting.com