Terms And Conditions

These Terms and Conditions ("Terms") govern the supply of software design, development and hosting services by Linko Vectis Ltd to its clients. You agree to these Terms when you instruct us, accept a written quotation or pay an invoice for our services. If we have entered into a separate written service agreement with you, that agreement takes precedence over these Terms to the extent of any conflict. These Terms apply from 10 August 2026.

1. Who We Are

These Terms are issued by:

• Linko Vectis Ltd ("Linko Vectis®", "we", "us", "our"), a company registered in England and Wales.
• Company number: 17200208.
• Registered address: Office 1193, 60 Tottenham Court Road, Fitzrovia, London, W1T 2EW, United Kingdom.
• Data protection registration: registered with the Information Commissioner's Office (ICO) under reference ZC153121.
• Contact: connect@linkovectis.com.

We are a UK-based technology company. We design and build custom, cloud-native software: custom SaaS applications and the mobile apps that extend them. We also offer to host, operate and manage them on your behalf on Google Cloud.

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2. Definitions

• "Application" means the custom SaaS application we design and build for you, together with any mobile app we build to extend it, and its files, code and configuration.
• "Managed Service" means the ongoing service, paid for twelve months at a time in advance, under which we host, secure, monitor, back up, maintain and make Minor Updates to a custom SaaS application we operate for you, in your own Google Cloud project, under the IAM permissions you grant. It is offered on two plans: Managed Service Standard, and Managed Service With SLA, which adds the service level agreement ("SLA") in Section 15. Clause 4.6 sets them out, and Section 12 sets out their renewal and how they end.
• "Plan Fee" means the fee for one Plan Year of a plan of the Managed Service, as clause 5 sets it out. It is the published fee for that plan, whatever the size of the Application. It rises only on at least ninety days' written notice under clause 5.4, and any reduction applies from your next Billing Date. In these Terms, "the Managed Service fee" means the Plan Fee.
• "Plan Year" means a period of twelve months of a plan of the Managed Service, paid for in advance. It starts on a Billing Date and ends at the end of the day before the next Billing Date.
• "Billing Date" means the date a plan of the Managed Service starts, and the same date in each later year. A date that would be 29 February is 1 March instead. Clause 4.6 sets a new Billing Date when you move to Managed Service With SLA.
• "Customer Account" means the online account we give your company for the Managed Service. In it you can report Incidents, see your plan, its dates, your invoices and our reports, cancel your plan and change how you pay.
• "Minor Update" means a change to something your Application already does which we can complete within about half a working day, and which does not change how your Application is built or what it stores. Clause 4.3 sets out what is and is not a Minor Update.
• "Core Function" means a function of your Application that your Quotation or service agreement lists as core. We agree the list with you in writing before Managed Service With SLA starts, and it changes only when we both agree in writing.
• "Event Outside Our Control" means an event listed in clause 15.5 as outside our control.
• "Incident" means an unplanned interruption to your Application, or a fall in the quality of its service, including a suspected security breach or loss of data. A request for a Minor Update or for new work is not an Incident.
• "Major Incident" means an Incident given Priority 1 under clause 15.2.
• "Priority" means the level an Incident is given under clause 15.2, from Priority 1, the highest, to Priority 3.
• "Response" means a written reply from us, sent by a person and not by an automatic message, confirming that we have the Incident, the Priority we have given it and what we are doing about it.
• "Working Hours" means 9am to 6pm UK time, Monday to Friday, except bank holidays in England and Wales. A "Working Hour" is an hour within Working Hours, and a "Working Day" is a day with Working Hours.
• "Domain" means your internet domain name, and "DNS" means the Domain Name System settings that control where it points.
• "Google Cloud" / "Firebase" means Google Cloud Platform and Google Firebase, the platforms on which Applications are built and run.
• "IAM" means Google Cloud's Identity and Access Management: the system that controls which people and services can access a Google Cloud project, and with what permissions.
• "Quotation" means a written quotation we issue that sets out the confirmed scope and fees for your project.
• "Fixed-Price Specification" means the fixed-fee engagement under which we create a written specification for a Custom SaaS Application and issue a fixed-price Quotation for it.
• "UK Data Protection Law" means the UK GDPR and the Data Protection Act 2018, as amended or replaced.

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3. The Custom SaaS Application

3.1 We design and build your Application to fit your business and prepare it to go live. Unless your Quotation says otherwise, your Application is built from day one on Google Firebase, part of Google Cloud, in a Firebase project inside a Google Cloud project owned by your company and linked to your own Google billing account. It is built there from the start because your Application's server-side functions run inside that project, so building it anywhere else would only mean moving them later. We work in that project under the IAM permissions you grant, which you can review, narrow or revoke at any time.

3.2 Where you do not already have them, we help you set up the Google Cloud project and Google billing account as part of building your Application - Both created in your company's name and owned by you from the start. Google bills you directly for the infrastructure your Application uses, under that billing account and at Google's own prices. Before your Application goes live, we set up budget alerts in that project, using billing access you give us, so that you are told when spending passes the levels you choose (clause 4.5).

3.3 An Application normally begins with the Fixed-Price Specification, which produces a written specification and a fixed-price Quotation. The Fixed-Price Specification fee is credited in full against the Application where you proceed on the resulting Quotation within six months. Where the Fixed-Price Specification does not end with a fixed price and a date for your Application, we refund the fee in full and you keep the written specification.

3.4 We agree the scope of your Application with you in advance and confirm it on a written Quotation before any work starts. We will not begin chargeable work on the Application until you accept the Quotation.

3.5 Material changes to the agreed scope while we are building your Application (for example, significant new features or integrations) are handled as additional work, scoped and quoted separately and confirmed with you before we proceed.

3.6 You agree to provide the content, materials, approvals and information we reasonably need to complete your Application in a timely way. Any delay in providing them may affect the delivery timetable.

3.7 Running your Application is a separate decision. The Application fee covers designing and building your Application and preparing it to go live. It does not include running it afterwards, and running is never included in the price of building. Once your Application is live you may either take the Managed Service (Section 4), or run the Application yourselves, in which case we hand over the code, the configuration and the documentation, and narrow or remove our access when you ask. You may take up the Managed Service later, or end it under Section 12 and run the Application yourselves.

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4. The Managed Service

4.1 Where we operate your Application for you, the Managed Service keeps it hosted, secure and maintained, in your own Google Cloud project and under the IAM permissions you grant. That way, you never have to wonder whether your Application is online, who is looking after it or what to do when something needs attention. Google's charges, and watching your Application's usage, stay with you (clause 4.5).

4.2 What the Managed Service includes, on both plans:

• Hosting - We operate your Application on Google Cloud and keep it served around the clock.
• SSL certificate - We set up and renew it so it does not lapse.
• Uptime monitoring - We monitor whether the Application is online so we can act quickly if it goes down.
• Backups - We keep managed backups on Google Cloud, so your Application can be recovered quickly.
• Security patching and dependency updates - We keep the platform, and the libraries your Application depends on, patched and current.
• Minor updates - An unlimited number of Minor Updates to your Application, worked one at a time in the order you send them. Clause 4.3 sets out exactly what counts.
• Rolling back our changes - If a change we make to your Application causes a fault, we roll the change back as soon as possible. Where rolling back would put your data at risk, we fix the fault in place instead, as soon as possible. This applies on both Managed Service plans. It sets no time, and no service credit is due under it.

4.3 Minor Updates, and what counts as new work. The Plan Fee includes an unlimited number of Minor Updates, worked one at a time in the order you send them. There is no allowance to use up, nothing carries over, and no Minor Update is charged separately.

Minor Updates include:

• wording, images and other content already in your Application;
• adding, renaming or removing a field on a form or screen that already exists;
• changing a price, a rate, an opening time, an email template, a notification, or another setting your Application already uses;
• adjusting a layout, a colour or a label;
• adding, removing or changing a user and the permissions they hold;
• adding a column to an existing report, drawn from data you already store;
• correcting anything that is not working the way your Quotation specified.

New work, which we scope and quote separately, includes:

• anything your Application does not do yet, such as a new feature, a new screen, a new report or a new journey through the system;
• connecting your Application to another system or service;
• changes to how your data is structured or stored;
• a redesign of your Application or a substantial part of it;
• work that needs someone else's licence, design work, or data migration;
• any single change that would take more than about half a working day of our time.

How we work through them. There is no cap on how many Minor Updates you send. We work them one at a time, in the order they arrive, and we tell you when to expect each one. If a request turns out to be new work rather than a Minor Update, we will tell you before we start it and quote it. Telling you which side of the line a request falls on is not itself chargeable. We will never quietly charge you for something you asked for as a Minor Update, and we will never quietly leave it undone. If your requests consistently arrive faster than we can complete them, we will say so and offer you a booked block of development time, which we quote as new work. We will not simply slow down or stop.

Minor Updates apply only while we operate your Application under the Managed Service. Work outside the Managed Service is scoped and quoted separately, and confirmed with you before we begin.

4.4 DNS management. Where your Application is served on your Domain, we need management access to your DNS settings so that we can point your Domain at the hosting, set up and renew your SSL certificate, keep the Application reachable and fix problems quickly. Your Domain remains entirely yours. We use DNS access only to operate and maintain your Application, and where your email runs on the same Domain, we take care not to disturb it.

4.5 Google bills you directly for your Application's Google Cloud and Firebase infrastructure, under your own billing account and at Google's own prices. We do not resell Google Cloud or add a margin to it. The Managed Service fee covers our work operating your Application, and it is the only fee you pay us for that work. Budget alerts only notify you; they do not limit spending or stop any service. You remain responsible for all of Google's charges for your Application and for watching its usage, which is outside our control. Where a fault in the code or configuration we built or changed causes extra charges, clause 11 sets what we owe you for that fault. A rise in usage, for example from a traffic spike or from many users reading large amounts of data, raises Google's charges. That is not a failure of our services. It earns no service credit or refund, and it is not a ground for ending a plan during a Plan Year under clause 12.2. On request, we may be able to change your Application so that it costs less to run, which may make it slower. Your Application is already built to run efficiently, so we do not promise any saving.

4.6 The two plans. The Managed Service is offered on two plans. Your Quotation or service agreement for the Managed Service confirms which plan applies to your Application and states its Plan Fee. The Plan Fee for Managed Service With SLA replaces the Plan Fee for Managed Service Standard and is not added to it. We charge no setup fee on either plan.

• Managed Service Standard - Everything in clauses 4.2 and 4.3. We monitor your Application and act quickly when something goes wrong, but this plan has no service levels: no response, update or restore time applies, no service credit is due, and clause 10.2 applies in full.
• Managed Service With SLA - Everything in Managed Service Standard, plus the service level agreement in Section 15. Before it starts, we agree your Core Functions with you in writing, put our monitoring and alerting in place for your Application, and confirm that your Application is built on Google Cloud services that carry a service level agreement published by Google, wherever Google offers one for the job. If your Application needs work to meet these conditions, we quote that work first as new work, and Google bills you for any change in its charges (clause 4.5).

You take a plan only by accepting in writing a Quotation or service agreement that names the plan, states its Plan Fee in pounds, says when it starts, and states that the plan is paid for twelve months in advance and renews under clause 12.1 unless you cancel it. That document also sets out what clause 12.2 says about cancelling.

You may move from Managed Service Standard to Managed Service With SLA at any time, once those conditions are met and you have accepted its Quotation or service agreement in writing. A new Plan Year starts on the date that document sets, which becomes your Billing Date. The part of your Managed Service Standard Plan Fee that covers the time after that date, counted by the day, comes off the new Plan Fee.

You may move from Managed Service With SLA to Managed Service Standard from any Billing Date, by telling us in writing before it, or during a Plan Year only where clause 12.2 allows. A move to Managed Service Standard does not start a new Plan Year.

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5. Fees And Payment

5.1 Indicative and published pricing. The Custom SaaS Application figure below is a starting point. The exact figure depends on the size and scope of your project, and we confirm it on a written Quotation before any work begins. The Fixed-Price Specification fee is fixed. The Managed Service figures are published prices: each is the fee for that plan, whatever the size of your Application. The Valacia figures are published prices, and every Valacia subscription is governed by the separate Valacia Subscription Terms.

5.2 All prices are quoted in pounds sterling and are the total fees payable for the services described. The only additional amounts are the third-party and out-of-scope costs set out in clause 5.6.

5.3 Application and Fixed-Price Specification fees are invoiced as set out in your Quotation. Each Plan Fee is billed once, in advance: we invoice it at least fourteen days ahead of its Billing Date, or as soon as you have accepted the plan and that date is set, if that is later, and it is due by that Billing Date. If a Plan Year does not start because a plan is cancelled or ended, we cancel its invoice and refund anything you have paid towards it within thirty days. If you move to another plan before a Plan Year starts, we re-issue its invoice at the new Plan Fee, and the same refund covers anything you have paid above it. Valacia subscriptions are billed as set out in the Valacia Subscription Terms. Unless stated otherwise, invoices are due within 14 days of the invoice date.

5.4 We may raise the Plan Fee for a plan by giving you at least ninety days' written notice. The notice states the new Plan Fee in pounds and the date from which it applies: the first Billing Date on or after the ninetieth day after we send it. A Plan Year you have already paid for is never re-priced. If you do not wish to pay the new Plan Fee, you may cancel before that Billing Date under clause 12.2.

5.5 We may suspend the Managed Service where invoices remain unpaid after reasonable written notice, and will give you the opportunity to settle outstanding amounts first.

5.6 Your registrar bills your Domain registration and renewal fees, and they are your responsibility unless we agree otherwise in writing. Google bills you directly for your Application's Google Cloud and Firebase infrastructure, under your own billing account (clause 4.5). The costs of any other third-party services or licences your Application relies on, and of any work outside the Managed Service, are also your responsibility, and we quote them before we begin.

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6. Responsibilities - Clear Lines Both Ways

We look after the Application we operate for you. You look after your Domain, your content and how your business uses the system.

6.1 We Look After

• Hosting on Google Cloud, the SSL certificate, uptime monitoring, managed backups, and security patching and dependency updates.
• DNS management on your behalf where your Application is served on your Domain, and keeping the Application online and current within the Managed Service.
• Unlimited Minor Updates to the Application while we operate it, worked one at a time in the order you send them (clause 4.3).
• Quoting any work outside the Managed Service before we start it.
• On Managed Service With SLA, the service levels in Section 15.

6.2 You Look After

• Your Domain registration and its renewal fees - The Domain is yours and is billed by your registrar unless agreed otherwise.
• The content and data you put into the Application, including its accuracy and suitability, and confirming you have the rights to use it.
• Telling us what changes you want, and any third-party services or licences your Application relies on and their costs.
• Any costs outside the Managed Service, such as new features or ongoing development.
• Your Google billing account, all of Google's charges for your Application's infrastructure, and watching your Application's usage - Google bills you directly, and usage is outside our control (clause 4.5).
• The IAM permissions our team holds in your project - You grant them, and you can review, narrow or revoke them at any time.

6.3 You confirm that any content, materials or instructions you provide do not infringe the rights of any third party and do not breach any applicable law. You agree to indemnify us against claims arising from content you provide or instruct us to publish.

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7. Intellectual Property And Ownership

7.1 Your Application is yours. On full payment of the Application fee and any amounts then due, the completed Application (its files, code and configuration as delivered) belongs to you.

7.2 We retain ownership of any pre-existing tools, libraries, frameworks, components and know-how we use ("Background IP"). We grant you a non-exclusive licence to use our Background IP to the extent it is embedded in your Application, for as long as you use the Application.

7.3 Third-party and open-source components remain subject to their own licences. Where your Application is built on Google Firebase and Google Cloud, their terms apply to the underlying platform.

7.4 You retain ownership of all content, trade marks, logos and materials you provide to us.

7.5 No lock-in on your Application. Nothing in this Section prevents you from taking your Application elsewhere. Your Application already runs in a Google Cloud project you own; on exit we hand over the complete project materials and remove our access (see Section 12).

7.6 Our marks. Linko Vectis is a registered UK trade mark of Linko Vectis Ltd. Valacia is also a registered UK trade mark of Linko Vectis Ltd. Nothing in these Terms gives you the right to use either.

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8. Third-Party Services

8.1 Where we host your Application, it runs on Google Cloud / Google Firebase. Your Application may also rely on other third-party services, integrations or licences (for example analytics, payment providers, email services or fonts).

8.2 Those third parties operate under their own terms, and their availability and pricing are outside our control. We integrate third-party services where agreed, but we are not responsible for their acts, omissions, outages or changes.

8.3 Where a third-party service requires a licence or subscription, the cost of that service is your responsibility unless we have agreed otherwise in writing.

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9. Data Protection

9.1 Our processing of personal data is described in our Privacy Policy, which forms part of these Terms.

9.2 Controller and Processor. Where your Application handles personal data on your behalf, you are the Controller and we act as Processor. We process that data only on your documented instructions and only to operate and maintain your Application. The detailed processing terms are set out in your service agreement.

9.3 For personal data we hold about you as our client and contact (for example, for billing and correspondence), we are the Controller, as described in our Privacy Policy.

9.4 Data location. An Application we host runs in its own dedicated, isolated Google Cloud / Firebase project owned by you, never co-tenanted with anyone else. The Google Cloud regions it uses are agreed with you and recorded in your Quotation or service agreement. Where your Application passes personal data to a third-party service (for example an email delivery provider), that service acts as a processor and is set out in your service agreement and our Privacy Policy.

9.5 We are registered with the ICO under reference ZC153121.

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10. Warranties And The Honest Limits

10.1 We will provide our services with reasonable skill and care, and in line with these Terms and your Quotation.

10.2 What hosting and backups can and cannot promise:

• Uptime. We host your Application on Google Cloud, monitor it and act quickly when something goes wrong. Even so, we do not guarantee the Application will be available without interruption or entirely free of faults. Availability also depends on Google Cloud and other third parties we do not control. This holds on both Managed Service plans: Managed Service With SLA commits us to the times in Section 15, not to availability.
• Backups. Backups do not mean nothing will ever go wrong - They mean recovery is faster, because we are restoring a recent copy rather than rebuilding. The question becomes how quickly the Application can be restored, not whether it has been lost.
• Portability. Your Application is purpose-built for Google Firebase, which is what makes it fast and reliable. It is designed to move between Google Cloud projects, not onto a traditional web server. Running it somewhere else entirely would be a separate re-engineering project, which we would scope and quote on its own.

10.3 Except as expressly stated, and to the fullest extent permitted by law, all other warranties, conditions and terms, whether express or implied, are excluded. Nothing in these Terms excludes any statutory rights you have that cannot lawfully be excluded.

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11. Liability And Caps

11.1 Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable law.

11.2 Subject to clause 11.1, we are not liable for any loss of profit, revenue, business, goodwill or anticipated savings; loss or corruption of data beyond our reasonable control or that of Google Cloud; or indirect or consequential loss - Whether in contract, tort (including negligence), breach of statutory duty or otherwise.

11.3 Subject to clause 11.1, our total aggregate liability arising out of or in connection with the services in any twelve-month period is limited to the total fees you have paid us for the relevant service (the Application, the Fixed-Price Specification or the Managed Service) in the twelve months immediately before the event giving rise to the claim.

11.4 We are not liable for failures or delays caused by matters beyond our reasonable control, including the acts, omissions or outages of third parties such as Google Cloud or your Domain registrar, the Google Cloud charges that follow from the level of use your Application receives, or your own failure to provide content, instructions or payment.

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12. Termination, Exit And Portability

12.1 Term. The Managed Service starts on the date your Quotation or service agreement sets (usually the date your Application goes live) and continues until it ends under this Section. If by that date your Application has not gone live, we have not finished setting up the plan, or the conditions in clause 4.6 are not met, for a reason other than your own delay, the plan starts when all of them are done, and that day is your first Billing Date. Each plan is paid for twelve months at a time, in advance. Unless you cancel it, a plan renews for another Plan Year on each Billing Date, at the Plan Fee that then applies.

At least ninety days before each renewal, we write to you at the contact address in your Quotation. The notice states the Billing Date, the Plan Fee for the next Plan Year, the last day on which you may cancel before that date and how to cancel. If we send it later than that, or do not send it, you may cancel on any day until ninety days after we send it. If you cancel on or after the Billing Date under this paragraph, the plan ends on the date you name, which may be the day you cancel. You then pay only the part of the new Plan Fee that covers the time up to that date, and within thirty days we refund anything you have paid above it.

12.2 Termination by you. You may cancel a plan at any time, in your Customer Account or by email to the address in clause 14.5. There is no notice period and no cancellation fee. Except under clause 12.1, cancelling a plan that has started takes effect at the end of the Plan Year you are in, on your next Billing Date. The plan continues in full until then, and it does not renew. To stop a plan renewing on a Billing Date, you must cancel by the end of the day before it. We do not refund any part of a Plan Year that has started, except as this Section and clause 15.4 set out. Nothing here removes any statutory right you have that cannot lawfully be excluded.

We tell you in writing on the day we begin setting up a plan. If you cancel before that, the plan does not start and nothing is due (clause 5.3). If you cancel after that and before the plan starts, cancelling takes effect at the end of the first Plan Year.

In any of these cases, you may end a plan before it starts or during a Plan Year, or move from Managed Service With SLA to Managed Service Standard during a Plan Year:

• under clause 14.2 or clause 15.6, before a change that reduces what you receive, or adds to what you must do, takes effect during a Plan Year you have paid for or during your first Plan Year;
• where we are in material breach of these Terms, other than by missing a time in clause 15.2, and have not put it right within thirty days after you ask us to in writing; or
• on Managed Service With SLA, under clause 15.4, once service credits have fallen due for two Major Incidents caused by us that began in any three consecutive months.

When you end a plan under one of these rights, you owe nothing for the time after it ends. Within thirty days we refund the part of the Plan Fee you have paid that covers that time, counted by the day (all of it, if the plan has not started), and any service credit still due. If you move to Managed Service Standard under one of them, it applies from the day of the move, your Billing Date does not change, and within thirty days we refund the difference between the two Plan Fees for the time left in that Plan Year, counted by the day, and any service credit still due. A plan you end under one of these rights does not renew.

You may also end a plan during a Plan Year for any other reason, by giving us written notice. The plan ends on the date you name, which may be the day you send the notice, and we hand over as clause 12.4 sets out. We do not refund any part of that Plan Year's Plan Fee, and any of it still unpaid remains payable. Ending a plan this way is not a breach of these Terms.

If you are an individual buying mainly for yourself, the law gives you 14 days from accepting a Quotation to cancel, in the cases it sets out, and rights if our work is not done with reasonable care and skill. Nothing in these Terms takes those rights away.

You may give notice under this clause by email to the address in clause 14.5, and it counts from the day you send it.

12.3 Termination by us. We may end a plan on a Billing Date by giving you at least ninety days' written notice, and a plan we end this way does not renew. We never end a plan during a Plan Year, except that we may suspend or end it where you are in material breach (including non-payment) and have not put it right within a reasonable period after we ask you to.

If we end a plan during a Plan Year for your material breach, the Plan Fee for that Plan Year remains payable, less any cost we save by not providing the Managed Service for the rest of it, and we refund anything you have paid above that. Instead of ending a plan for non-payment, we may suspend it under clause 5.5, and its Plan Fee remains payable while it is suspended.

12.4 Your Application is never withheld, on either plan:

• Your Domain stays yours. It remains registered to you, and we hand back full control of the DNS.
• You keep the project, in place. Your Application already lives in your own Google Cloud project, under your own billing account. When the Managed Service ends we hand over the complete project materials at no charge (code, configuration and documentation) and remove our IAM access. Your Application keeps running where it is, and Google goes on billing it to you directly (clause 4.5).

12.5 Timing. Once the Managed Service ends, we stop monitoring, backing up, maintaining and making Minor Updates to the Application. It keeps running in your own Google Cloud project (nothing is switched off by leaving). From that point its operation is in your hands or your new provider's, and we will work with you and them to make the transition smooth.

12.6 Whichever way the Managed Service ends, your Application is never withheld.

12.7 Accrued rights and any provisions intended to survive termination (including Sections 7, 9, 10, 11 and 13) continue in force after the Managed Service ends.

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13. Governing Law And Jurisdiction

13.1 These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales.

13.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

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14. General

14.1 Entire agreement. These Terms, together with your Quotation and any signed service agreement, form the entire agreement between us regarding the services. Where there is a conflict, the order of precedence is: (1) the signed service agreement, (2) the accepted Quotation, (3) these Terms.

14.2 Variation. We may update these Terms from time to time. The version in force is the one published at this page, and the "Last updated" date reflects the latest revision. A change that reduces what you receive, or adds to what you must do, under these Terms applies to a plan of the Managed Service only after at least ninety days' written notice, and never during a Plan Year you have already paid for. Clause 5.4 governs our fees.

Where the law, a security risk or a change Google makes to its own services requires such a change sooner, we give you as much notice as we can, and you may end the plan, or move from Managed Service With SLA to Managed Service Standard, before it takes effect (clause 12.2).

14.3 Assignment and subcontracting. You may not assign your rights under these Terms without our written consent. We may assign our obligations provided your level of service is not adversely affected. Our own directors and employees design and build your Application, and manage it while it is on the Managed Service. We do not subcontract that work to another firm or to a freelancer. Companies that supply services your Application relies on (Section 8), or services we use in our own business such as email delivery, are suppliers, not subcontractors. Our Privacy Policy names those that process personal data.

14.4 Severance and waiver. If any provision is found unenforceable, the rest remain in full force, and a failure or delay in exercising any right is not a waiver of it.

14.5 Contact. Questions about these Terms can be sent to connect@linkovectis.com. Written notice under these Terms may be given by email: our notices go to the contact address in your Quotation or service agreement, yours go to the address above, and each counts from the day it is sent. You may also give a notice, accept a Quotation and cancel your plan in your Customer Account; each counts as given in writing, from the day you give it.

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15. The Service Level Agreement

15.1 Scope. This Section applies only while your Application is on Managed Service With SLA. It sets out the times we keep, the reports we send and the credits we give when we miss a time in an Incident caused by us. It does not promise that your Application will be available. Availability depends on Google Cloud and on other third parties, as clause 10.2 explains.

15.2 Priority and times. We give each Incident a Priority from the table below, and our Response tells you which one it is. If you disagree, tell us. We then work to the higher Priority while we settle it.

15.3 How the times run.

• Starting. You may report an Incident at any time, in your Customer Account or to the incident address named in your Quotation or service agreement. A time starts when our monitoring alerts us or when your report reaches us, whichever is earlier. Every time in this Section, the time for our Response included, counts Working Hours only: an alert or a report outside Working Hours starts its time when Working Hours next begin, and a time of one Working Day ends at the same point in the next Working Day. For example, if you report an Incident at 10pm on a Monday and we give it Priority 2, its time starts at 9am on Tuesday and our Response is due by 1pm that day, unless Tuesday is a bank holiday. The automatic message your Customer Account sends when you report an Incident is not a Response.
• Restoring service. For a Major Incident, we keep working on it through Working Hours until service is restored or a workaround is in place. Once a workaround is in place, the rest of the fix continues at Priority 2. We do not promise a time to restore service, because the cause may lie with Google Cloud or with another third party.
• Our own changes. A fault caused by a change we made is put right under clause 4.2, whatever its Priority, as part of the Managed Service fee.
• Backups. Where your Application has a database, we keep it recoverable to any minute in the previous seven days, and we keep a daily backup of it for at least four weeks. Once each quarter we restore a recent backup into a separate database in your Google Cloud project, check that it works and then remove it. Google bills the storage and the restores to you directly (clause 4.5).
• Reports. Within five Working Days of the end of each month, we send you a written service report. It covers every Incident, its Priority, whether it was caused by us, our Response and update times, how long service took to restore, availability as our monitoring measured it, any Google Cloud outage that affected your project, the result of any test restore and any credit applied.

  Within five Working Days of a Major Incident being resolved, we send you a written incident report. It sets out what happened, whether it was caused by us or by an Event Outside Our Control, with the evidence for an Event Outside Our Control, its root cause where we have found it, what we did and what we are changing so that it does not happen again. Where a root cause is still being fixed, each monthly service report says where that work stands until it is done.

• Google's own service level agreements. Google publishes service level agreements for many of the services it provides. Your Application runs in your own Google Cloud project under your own billing account, so those agreements are between you and Google. Any credit Google gives is applied to your billing account. When our monitoring or Google's own status pages show an incident that may qualify, we tell you and prepare the details Google asks for, so that you can claim within Google's deadline.
• Requests. A request for a Minor Update or for new work is not an Incident. Clause 4.3 applies to it unchanged.

15.4 Service credits. A "missed time" is a Response or update time in clause 15.2 that we do not meet. A service credit is due only for an Incident caused by us (clause 15.5). Credits are worked out on one twelfth of your Plan Fee for the Plan Year in which the Incident began (the "Credit Base"). For each Major Incident caused by us with a missed time, we credit one tenth of the Credit Base, and for each Priority 2 Incident caused by us with a missed time, one twentieth, up to a quarter of the Credit Base for all the Incidents that began in the same calendar month. An Incident earns one credit at most. A Major Incident is credited at one tenth even where the time we missed came after a workaround moved the rest of its fix to Priority 2.

You do not need to claim a credit. We record every time ourselves, confirm each credit in writing in our incident report or monthly service report, and apply it to the next invoice we issue if that falls within thirty days of the report. Otherwise we refund it within thirty days of the report.

If credits fall due for two Major Incidents caused by us that began in any three consecutive months, you may move to Managed Service Standard or end the Managed Service with immediate effect, even during a Plan Year, by email within thirty days after we send you the report that confirms the second of those credits. Clause 12.2 sets out what we then refund.

Service credits reduce the Plan Fee for the time in which the service fell short. The credits and the right to leave in this clause are your only remedies for a missed time in an Incident caused by us. They do not limit clause 11.1 or your rights if we fail to provide the Managed Service itself. Credits count towards the limit in clause 11.3.

15.5 Events outside our control. An Incident is caused by us unless an Event Outside Our Control caused it. Each of the following is an Event Outside Our Control:

• an outage, fault or slowdown in Google Cloud, or in any other service that Google itself provides;
• an outage or fault in a service another company provides which your Application relies on, such as a payment provider, an email delivery service (including the one that sends your Application's forms), a messaging provider, an app store or an error-monitoring service;
• your Domain or DNS where we do not manage it, including your registrar or DNS host failing, a record changed by anyone other than us, or a domain name or security certificate that you control being allowed to expire;
• anything at your end or your users' end, including networks, internet connections, devices, browsers and other software, and the accounts and passwords of your staff and users;
• anything done by you, your users, your other suppliers or anyone else with access to your project, other than us, including narrowing or removing access we need;
• your Google billing account being suspended, closed or unpaid, or our invoices being left unpaid;
• the Google Cloud charges that follow from the level of use your Application receives, such as a traffic spike or many users reading large amounts of data (clause 4.5);
• use of your Application beyond a limit on how far it can scale that your Quotation or service agreement records;
• a Google Cloud service in preview, or one without a service level agreement published by Google, that you asked us to use;
• an attack on your Application or on a service it relies on, where the attack used no fault in the code or configuration we built or changed, and doing everything clause 4.2 commits us to would not have prevented it;
• a failure of the public internet, or of a power or telecommunications network, outside Google's network and our own systems;
• fire, flood, storm or other severe weather, war, terrorism, civil unrest, an epidemic, or an act of a government or regulator; and
• any other event beyond our reasonable control, as clause 11.4 describes.

These are never Events Outside Our Control: a fault in the code or configuration of your Application as we built or changed it, or in our configuration of your Google Cloud project; our changes and releases, Minor Updates included; how we set up our monitoring and how we respond to an alert; anything we have agreed in writing to manage, such as the DNS settings in clause 4.4 and the security certificate in clause 4.2; a limit on how far your Application can scale that we set and your Quotation or service agreement does not record; anyone acting for us; and anything these Terms require us to do that we fail to do.

Where an Incident would not have happened without one of these, it is caused by us, even if an event in the first list was also involved. A choice we agree with you in writing, such as the Google Cloud region your Application runs in, or a limit on how far it can scale that your Quotation or service agreement records, is not a fault while it works as agreed.

Our Response, our incident report or our monthly service report tells you the cause of each Incident. Where we say that an Event Outside Our Control caused it, we give you the evidence, such as the entry on Google's own status page. If we cannot show that an Event Outside Our Control caused an Incident, it counts as caused by us. If we later find that we caused it, we tell you, and it counts as caused by us.

If your Application is still not working after such an event is over because of something we did or failed to do, what remains is an Incident caused by us from that moment. Its update times run from then, and a Response we have already given still counts. A suspected security breach or loss of data that did not happen is not caused by us.

An Incident caused by an Event Outside Our Control earns no service credit and no refund, and it never counts towards the right to leave in clause 15.4, even where a time was missed while it lasted. We still give our Response and updates while it lasts, as close to the times in clause 15.2 as the event allows, wherever it leaves us a way to reach you. Restoring a service that Google or another company provides is for that company. The length of its outage is never a missed time.

No time runs during planned work we tell you about at least two Working Days ahead, or during a suspension under clause 5.5. No time runs while a failure of the public internet, or of a power or telecommunications network, across a wide area stops us reaching you. A failure confined to our own devices, connections or accounts never stops a time running. Our own holidays and illness are not Events Outside Our Control: the times in this Section apply on every Working Day. Clause 11.4 does not apply to the times in this Section or to service credits.

15.6 Changes. We may change this Section on at least ninety days' written notice, and a change that reduces what this Section gives you, or adds to what you must do under it, never takes effect during a Plan Year you have already paid for. Where the law, a security risk or a change Google makes to its own services requires such a change sooner, we give you as much notice as we can, and you may move to Managed Service Standard or end the Managed Service before it takes effect (clause 12.2).

See also our Privacy Policy and the Valacia Subscription Terms.

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