These terms apply to professional, technical, consulting, advisory, engineering, assessment, design, implementation, support and related services supplied by MNB Networks Ltd.
The organisation purchasing the Services is referred to as the “Client”, “you” or “your”. MNB Networks Ltd is referred to as “MNB”, “we”, “us” or “our”.
These terms apply only where the Client is acting in the course of a business, trade, profession, public-sector function or other organisational activity. They do not apply to consumer purchases of training.
A contract is formed when the Client signs or electronically accepts a proposal, quotation, Statement of Work or order form; issues a purchase order referring to an MNB proposal; confirms acceptance by email; pays a deposit or advance invoice; or instructs MNB to begin the Services.
Each engagement may be described in a proposal, quotation, Statement of Work, service schedule, order form or other written document, collectively referred to as the “Statement of Work”.
The contract consists of the applicable Statement of Work, any service-specific schedule expressly incorporated into it, these Professional Services Terms and Conditions, and any separately agreed data-processing agreement.
If those documents conflict, they apply in that order unless the relevant document expressly states otherwise.
Terms contained in a Client purchase order, procurement portal or supplier document do not apply unless expressly accepted in writing by an authorised representative of MNB.
MNB will provide the Services described in the Statement of Work with reasonable care and skill.
Services may include network discovery and assessment, Enterprise Network Risk Index assessments, strategy and roadmaps, architecture and design, high-level and low-level designs, migration and test planning, engineering and implementation, technical assurance, retained advisory, fractional network leadership, monitoring, automation, operational improvement, workshops, reports and recommendations.
Dates, durations and delivery plans are estimates unless the Statement of Work expressly identifies a date as fixed.
MNB may use appropriately qualified employees, associates or subcontractors and remains responsible for the delivery of the Services unless expressly agreed otherwise.
MNB may replace an assigned consultant where reasonably necessary with someone having suitable skills and experience.
The scope is limited to the Services and deliverables expressly described in the Statement of Work.
Fees and delivery plans may rely on assumptions recorded in the Statement of Work. If an assumption is inaccurate, incomplete or no longer applicable, MNB may propose a change to scope, fees, resources or timing.
Work not expressly included is out of scope and may be subject to additional fees.
Unless expressly included, the Services do not include continuous monitoring, managed incident response, cyber-security operations, backups, disaster recovery, third-party product support, hardware or software supply, implementation of recommendations, or responsibility for the Client’s overall network operations.
The Client must provide complete, accurate and timely information and identify relevant technical, commercial, security and operational constraints.
The Client must provide appropriate access to personnel, systems, sites, equipment and documentation, and obtain any permissions required for MNB to access, assess, test or change systems.
The Client must maintain appropriate backups, recovery arrangements and rollback plans; provide maintenance windows and change approvals; nominate an authorised decision-maker; review deliverables promptly; and provide a safe working environment for on-site Services.
MNB may rely on information supplied by the Client, its employees, suppliers and advisers without independently verifying every item.
The Client remains responsible for business and technology decisions, product and supplier selection, approval of production changes, implementation of recommendations, and operation and security of its systems.
MNB is not responsible for delay, additional work or adverse outcomes caused by incomplete or late information, unavailable personnel or systems, Client or third-party changes, supplier failures, failure to follow prerequisites or recommendations, or matters outside the agreed scope.
Where Client delay affects delivery, MNB may revise the timetable and charge for reserved time that cannot reasonably be reassigned.
Either party may request a change to scope, assumptions, deliverables, timetable, resources or dependencies.
MNB is not required to perform changed or additional work until the parties agree the effect on fees, delivery dates, resources, responsibilities and deliverables.
Minor changes may be agreed by email. Material changes may require a revised Statement of Work or written change request.
Where urgent action is requested, MNB may proceed based on written authorisation from the Client’s authorised representative.
Fees are set out in the Statement of Work and may be fixed price, time and materials, day or hourly rates, retained capacity, milestone based or another agreed model.
Fees exclude VAT and other applicable taxes unless expressly stated otherwise.
The Client will reimburse reasonable travel, accommodation, subsistence, shipping, software, licensing and third-party costs where included in the Statement of Work or approved in advance.
Travel time may be chargeable where stated in the Statement of Work.
A working day means 7.5 hours unless the Statement of Work states otherwise. Work requested outside normal business hours may be charged at an enhanced rate where agreed in advance.
MNB may invoice in advance, on agreed milestones, monthly in arrears, against retained days or hours, or as otherwise stated in the Statement of Work.
Unless otherwise stated, invoices are payable within 30 calendar days of the invoice date.
Deposits and advance payments must be paid before resources, delivery dates or third-party commitments are confirmed.
The Client must notify MNB of a genuine invoice dispute within seven calendar days of receipt, explaining the disputed amount and the basis of the dispute. The undisputed balance remains payable on time.
A missing purchase order does not delay payment where the Client accepted or instructed the Services without supplying one.
MNB may claim statutory interest, compensation and reasonable recovery costs on overdue commercial debts to the extent permitted by law.
MNB may suspend the Services where an undisputed invoice remains overdue after giving at least seven days’ written notice. Suspension does not remove the Client’s obligation to pay outstanding invoices, committed fees, reserved resources, non-cancellable costs or reasonable remobilisation costs.
MNB may require future Services to be paid in advance where invoices have repeatedly been paid late.
Consultancy dates and technical resources may be reserved specifically for the Client.
Unless the Statement of Work provides otherwise, the Client may reschedule reserved professional time without charge by giving at least ten Business Days’ notice.
MNB may charge 50% of reserved fees where five to nine Business Days’ notice is provided and 100% where fewer than five Business Days’ notice is provided.
MNB will make reasonable efforts to reassign cancelled time and may reduce the charge to reflect time successfully reassigned.
Non-refundable travel, accommodation, licence and third-party costs remain payable.
Where the Client purchases retained days, hours or advisory capacity, the applicable allowance, term and fees will be stated in the Statement of Work.
Work remains subject to reasonable scheduling and availability. A retainer does not provide unlimited support or guaranteed response times unless expressly stated.
Unused allowance does not roll over unless expressly agreed. Additional time is chargeable at the agreed rate.
Either party may terminate a recurring retainer on the notice stated in the Statement of Work or, if none is stated, on 30 days’ written notice after any initial minimum term.
A retainer does not create an employment, partnership or agency relationship.
Deliverables may include reports, assessments, roadmaps, designs, diagrams, configurations, scripts, templates and other agreed materials.
The Client must review each material deliverable within ten Business Days.
A deliverable is treated as accepted unless the Client gives written notice within that period identifying a material failure to conform to the Statement of Work.
MNB will use reasonable efforts to correct a properly notified material non-conformity. A request that changes or extends agreed requirements is subject to change control and additional fees.
Drafts, workshop outputs, working papers and preliminary findings must not be treated as final deliverables.
The Client must authorise all discovery, scanning, testing, remote-access and configuration activity.
MNB may refuse or stop an activity that it reasonably believes could create unacceptable operational, security, legal or safety risk.
The Client must ensure that appropriate backups, rollback plans, maintenance windows, change approvals and stakeholder notifications are in place before production changes are made.
Discovery and assessment depend on available access, credentials, telemetry, documentation and device compatibility.
MNB does not guarantee that discovery activities will identify every device, dependency, vulnerability, configuration issue, performance problem or operational risk.
MNB may advise on vendors, products, carriers, cloud providers, integrators and managed-service providers.
Unless expressly stated, MNB does not sell, warrant or support third-party products.
Availability, functionality, licensing, pricing, support status and product roadmaps remain subject to the relevant supplier’s terms.
Recommendations are based on information and requirements reasonably available at the time. The Client remains responsible for entering into, reviewing and administering third-party contracts.
Each party retains ownership of intellectual property it owned or developed independently before the engagement.
MNB retains ownership of its methodologies, assessment and scoring models, templates, scripts, reusable code, automation frameworks, software libraries, generic diagrams, training materials, tools, utilities, know-how and improvements to any of those items (“MNB Background Materials”).
Once all applicable fees have been paid, MNB grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, adapt and internally distribute final deliverables for the Client’s own business purposes.
The Client may provide final deliverables to professional advisers, auditors, regulators, implementation partners and service providers where reasonably necessary and subject to suitable confidentiality obligations.
The Client must not resell, commercially license or publicly publish MNB Background Materials, remove MNB ownership notices, or use them to create a competing commercial service without written permission.
The Client grants MNB permission to use Client-provided materials solely to provide the Services.
MNB may use general professional knowledge and experience retained in the unaided memory of its personnel, provided Client confidential information is not disclosed.
Each party must protect the other party’s confidential information using at least reasonable care and may use it only to perform, receive or administer the Services.
Confidential information may be disclosed to personnel, professional advisers, insurers and subcontractors who need it and are subject to suitable confidentiality obligations.
The obligations do not apply to information that is public other than through breach, was already lawfully known without restriction, is lawfully received from another source, is independently developed, or must be disclosed by law or regulatory requirement.
Where legally permitted, the receiving party will give reasonable notice of a required disclosure.
These obligations continue for five years after the engagement ends. Obligations concerning trade secrets continue while the information remains a trade secret.
Each party will comply with applicable data-protection law.
Where each party decides independently how and why personal data is processed, each acts as an independent controller.
Where MNB processes personal data solely on the Client’s documented instructions, the parties will enter into an appropriate data-processing agreement where required.
The Client must not provide personal data that is unnecessary for the Services.
MNB will apply reasonable technical and organisational safeguards appropriate to the information it processes. The MNB Privacy Notice explains how MNB processes business contact, enquiry, billing and relationship-management information.
Network architecture, security and technology decisions involve assumptions, dependencies and trade-offs.
MNB does not guarantee that every risk will be identified, a network will be free from interruption or security incidents, a supplier will accept a recommendation, forecast savings or performance improvements will be achieved, or a project will produce a particular commercial outcome.
Advice is provided for the agreed purpose and based on the circumstances known at the time. The Client should not rely on a deliverable for a materially different purpose without asking MNB to review its continued suitability.
MNB will maintain professional indemnity and other business insurance it considers appropriate for its operations.
Any Client requirement for a specific insurance type or limit must be agreed before the engagement begins.
Nothing in the contract limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
Subject to the preceding paragraph, neither party is liable for loss of profit, revenue, anticipated savings, business opportunity or goodwill; business interruption; or indirect or consequential loss.
Subject to the preceding provisions, MNB’s total aggregate liability arising from a Statement of Work will not exceed 100% of the fees paid or payable under that Statement of Work.
The liability cap applies collectively to all claims arising from the relevant engagement.
MNB is not liable for loss caused by Client instructions, incomplete or inaccurate information, unauthorised changes, third-party products or services, failure to implement recommendations, failure to maintain backups or rollback arrangements, or matters outside MNB’s reasonable control.
Each party must take reasonable steps to mitigate its losses.
Either party may terminate an ongoing engagement for convenience by giving 30 days’ written notice unless another minimum term or notice period applies.
Either party may terminate immediately where the other party commits a material breach that cannot be remedied; fails to remedy a remediable material breach within 14 days of written notice; becomes insolvent or ceases trading; or acts unlawfully or creates an unacceptable security or safety risk.
MNB may suspend or terminate for persistent non-payment or persistent failure to provide required cooperation.
On termination, the Client must pay fees for Services performed, committed resources that cannot reasonably be reassigned, approved and non-cancellable third-party costs, and reasonable close-down and handover costs.
Once outstanding amounts have been paid, MNB will provide completed final deliverables and reasonable handover materials.
Provisions intended to continue after termination remain effective, including payment, confidentiality, intellectual property and liability provisions.
During an engagement and for 12 months afterwards, neither party will knowingly solicit for employment an employee or individual contractor of the other party who was materially involved in the engagement.
This does not apply to general recruitment advertising that is not specifically targeted at the individual.
A party may employ such an individual with the other party’s written consent and payment of a reasonable recruitment fee agreed at the time.
Neither party is liable for delay or failure caused by circumstances outside its reasonable control.
The affected party must notify the other and take reasonable steps to reduce the effect. Payment obligations for Services already performed are not suspended.
If the event continues for more than 60 days and materially prevents performance, either party may terminate the affected Services.
MNB will not publicly identify the Client or disclose confidential engagement details without permission.
With written approval, MNB may use the Client’s name, logo, testimonial or identifiable case study.
MNB may describe its experience in general or anonymised terms where the Client cannot reasonably be identified.
Neither party may assign the contract without the other party’s consent, not to be unreasonably withheld, except as part of a genuine corporate reorganisation or business sale.
The contract constitutes the entire agreement relating to its subject matter. Neither party relies on statements not recorded in the contract, except that liability for fraud is not excluded.
A delay in enforcing a right is not a waiver. If a provision is invalid or unenforceable, the remaining provisions continue.
No person other than the parties has a right to enforce the contract.
Notices may be delivered by email to the principal engagement contacts or another address notified in writing.
The contract and any non-contractual obligations arising from it are governed by the laws of Scotland.
The Scottish courts have exclusive jurisdiction unless the Statement of Work expressly provides otherwise.
Legal or commercial questions may be submitted using the contact form on the MNB Networks website or the contact details shown in the relevant proposal, booking confirmation or order confirmation.
MNB Networks Ltd, First Floor, 6 Straiton View, Straiton Business Parc, Loanhead, EH20 9QZ, United Kingdom. Company number: SC575872. VAT number: 279 1582 64.
For inquiries or to schedule a call, please reach out to MNB Networks. Our experienced team members are here to assist you with any aspect of your network infrastructure or transformation program.
