Terms of Business

1. Who we are

These Terms of Business are issued by Keystone Infrastructure Ltd.

• Company name: Keystone Infrastructure Ltd
• Company number: 17278601
• Registered office: 6th Floor, 37 Lombard Street, London EC3V 9BQ
• Registered in: England and Wales
• Email: info@keystoneinfrastructure.co.uk
• Telephone: 0333 070 4077
• Website: www.keystoneinfrastructure.co.uk

2. About these terms

These Terms of Business apply to services provided by Keystone Infrastructure Ltd to business clients only. They do not apply to consumers.

Keystone Infrastructure Ltd may provide services to clients based in the United Kingdom or overseas. Unless a Statement of Work says otherwise, these Terms of Business apply globally and are governed by the laws of England and Wales.

The exact services, deliverables, assumptions, fees, timescales, exclusions, and commercial details for each engagement will be defined in a written Statement of Work.

3. Acceptance

A client accepts these Terms of Business when they do any of the following:

• Sign or otherwise approve a Statement of Work, proposal, order confirmation, or similar engagement document.
• Confirm acceptance by email or other written communication.
• Ask Keystone Infrastructure Ltd to begin work after receiving these Terms of Business.
• Pay an invoice or upfront fee for the relevant services.

The person accepting these terms on behalf of the client confirms that they have authority to bind the client organisation.

4. Services

Keystone Infrastructure Ltd provides independent infrastructure advisory, risk audit, technical assurance, and scoped technical support services. Services may include, but are not limited to:

• Infrastructure advisory retainers.
• Infrastructure risk audits.
• Scoped technical support and remediation input.
• Technical assurance and independent review.
• Infrastructure design, change, migration, or modernisation support.
• Supplier, MSP, or vendor challenge from an independent technical perspective.

Keystone Infrastructure Ltd does not provide emergency helpdesk support, managed service desk support, formal project management, or out-of-hours incident response unless expressly agreed in a Statement of Work.

5. Statement of Work

Each engagement will be defined by a Statement of Work. The Statement of Work may include:

• The services to be provided.
• The deliverables to be produced.
• Known assumptions and dependencies.
• Client responsibilities.
• Exclusions and limitations.
• Fees, invoicing, and payment terms.
• Expected timescales and milestones.
• Any agreed on-site attendance, working windows, or access requirements.

Anything not expressly included in the Statement of Work is outside scope unless agreed in writing.

6. Advisory retainer boundaries

Where Keystone Infrastructure Ltd provides an advisory retainer, the retainer is for scheduled advisory access, technical oversight, and senior infrastructure judgement. Unless the Statement of Work says otherwise, an advisory retainer may include:

• Scheduled advisory calls.
• Reasonable non-urgent email or Teams guidance.
• Review of infrastructure decisions, change plans, and supplier proposals.
• Quarterly infrastructure risk and planning review.
• Practical guidance focused on resilience, supportability, modernisation, and risk reduction.

Unless expressly agreed in the Statement of Work, an advisory retainer excludes:

• Emergency support.
• Out-of-hours response.
• Hands-on implementation or change execution.
• Formal project management.
• Supplier chasing or resource coordination.
• Detailed documentation production beyond reasonable advisory notes.
• On-site attendance.
• Service desk, helpdesk, or managed support responsibilities.

Unused advisory access does not roll over from month to month unless agreed in writing.

7. Risk audit boundaries

An infrastructure risk audit is a point-in-time assessment based on the information, access, documentation, interviews, observations, and evidence available during the audit period.

A risk audit does not guarantee that every issue, vulnerability, configuration problem, dependency, weakness, or risk will be identified. Findings depend on the degree and quality of information provided and assessed, and may require client collaboration or clarification.

Unless expressly included in the Statement of Work, a risk audit does not include remediation, redesign, implementation, project delivery, ongoing advisory support, or verification of every system, configuration, asset, or dependency.

8. Scoped technical support and project involvement

Scoped technical support will be defined around agreed deliverables, outcomes, technical activities, or assurance points rather than unlimited time-based availability. Where project-specific involvement requires scheduled work, booking assumptions should be set out in the Statement of Work.

Keystone Infrastructure Ltd may provide scoped technical support, technical assurance, implementation input, design input, remediation support, migration support, cutover assurance, or similar services where agreed in the Statement of Work.

Unless expressly agreed, Keystone Infrastructure Ltd acts as a technical advisor, technical assurance resource, or scoped technical support specialist. Keystone Infrastructure Ltd does not act as a formal project manager, delivery manager, resource coordinator, change manager, budget owner, service owner, or supplier manager.

9. Client responsibilities

The client is responsible for providing Keystone Infrastructure Ltd with everything reasonably needed to deliver the agreed services. This may include:

• Accurate, complete, and timely information.
• Access to relevant systems, people, sites, tools, suppliers, and documentation.
• Appropriate permissions, approvals, and authorisations.
• Administrative or technical access where required.
• Network diagrams, asset information, configuration information, and existing documentation where available.
• Supplier access, vendor details, and third-party contact routes where needed.
• Maintenance windows and change approval where work may affect live services.
• Backups, rollback plans, internal approvals, and operational acceptance.

Keystone Infrastructure Ltd may rely on information provided by the client or the client’s suppliers. Keystone Infrastructure Ltd is not responsible for delays, gaps, errors, or outcomes caused by incomplete, inaccurate, late, or misleading information.

10. Access, credentials, and security

The client remains responsible for its own security policies, access controls, user permissions, backups, change approval, rollback arrangements, and operational acceptance.

Passwords, credentials, keys, secrets, tokens, certificates, and sensitive access information must not be sent by normal email. Any such information should be shared only through an agreed secure method.

The client is responsible for ensuring that Keystone Infrastructure Ltd has appropriate authorisation to access systems, data, environments, suppliers, and platforms relevant to the services.

11. Change control

Where services involve technical change, the client is responsible for approving changes before they are implemented unless a different arrangement is expressly agreed in the Statement of Work.

Keystone Infrastructure Ltd is not responsible for delays, failed windows, increased cost, or inability to complete work caused by missing approvals, unavailable maintenance windows, supplier delays, missing access, incomplete information, frozen change periods, or internal client processes.

Emergency changes, out-of-hours changes, or high-risk production changes are excluded unless specifically agreed in writing.

12. Fees, invoicing, and payment

Fees will be set out in the relevant Statement of Work. Unless the Statement of Work says otherwise:

• Invoices are payable within 30 days of the invoice date.
• Fixed-fee work is payable 100% upfront.
• Monthly retainers are payable monthly in advance.
• Scoped technical support or project-specific work is invoiced as set out in the relevant Statement of Work.

Fees are exclusive of VAT where VAT is applicable. Keystone Infrastructure Ltd is not currently VAT registered. If VAT becomes applicable, VAT will be charged in accordance with the law.

13. Late payment and suspension

If an invoice is not paid on time, Keystone Infrastructure Ltd may charge statutory late payment interest and recovery costs where permitted by law.

Keystone Infrastructure Ltd may suspend work, advisory access, deliverables, meetings, or further activity if an invoice remains unpaid more than 14 days after the due date.

Suspension does not remove the client’s obligation to pay outstanding fees, committed fees, or any other amounts properly due.

14. Expenses

Normal and fair expenses are generally included within the service fee unless the Statement of Work says otherwise.

If expenses fall outside a fair or reasonable amount, Keystone Infrastructure Ltd may charge those expenses to the client. Examples may include unusual travel, accommodation, parking, subsistence, specialist tools, urgent travel, or other costs that are outside the assumptions of the service fee.

Where practical, Keystone Infrastructure Ltd will notify the client before incurring material additional expenses.

15. Cancellation, postponement, and rescheduling

Where booked scoped support, workshops, on-site attendance, or scheduled project activity is cancelled or postponed by the client, the following charges may apply unless the Statement of Work says otherwise:

• More than 5 working days’ notice: no cancellation charge.
• 2 to 5 working days’ notice: 50% of the booked fee.
• Less than 2 working days’ notice: 100% of the booked fee.

Keystone Infrastructure Ltd may also reschedule work where reasonably necessary, including due to illness, supplier delay, dependency failure, missing access, or events outside reasonable control.

16. Retainer term and termination

Unless the Statement of Work says otherwise, advisory retainers have an initial minimum term of 3 months. After the initial term, either party may terminate the retainer by giving 30 days’ written notice.

Retainer fees are payable monthly in advance. Termination does not affect any fees already due or any work already carried out.

17. Deliverables and acceptance

Deliverables may include audit reports, risk summaries, advisory notes, design recommendations, technical findings, implementation plans, change approaches, workshop notes, executive summaries, or other materials described in the Statement of Work.

Draft deliverables remain draft until marked as final or otherwise issued as final by Keystone Infrastructure Ltd.

Deliverables will be deemed accepted 5 working days after delivery unless the client identifies a material issue in writing within that period.

Keystone Infrastructure Ltd may correct minor errors, formatting issues, or clarifications in deliverables after delivery.

18. Intellectual property

The client remains the owner of its own systems, data, documents, materials, configurations, business information, and pre-existing intellectual property.

Keystone Infrastructure Ltd retains ownership of its pre-existing materials, templates, methods, know-how, frameworks, checklists, generic tools, approaches, processes, and intellectual property.

Subject to payment of all fees due, the client receives a licence to use final deliverables internally for its own business purposes.

The client must not resell, publish, share externally, sublicense, commercialise, or distribute Keystone Infrastructure Ltd deliverables without written permission, except where reasonably necessary for the client’s internal business use or where agreed in the Statement of Work.

19. Confidentiality

Each party must keep the other party’s confidential information confidential and must not disclose it except as required to perform the services, comply with the law, or obtain professional advice.

Confidential information includes technical information, business information, infrastructure information, security information, pricing, proposals, reports, credentials, diagrams, plans, and any information that would reasonably be understood to be confidential.

Confidentiality obligations continue for 5 years after the end of the relevant engagement. Trade secrets and highly sensitive information remain protected for as long as they remain confidential.

20. Data protection

Keystone Infrastructure Ltd may process limited business contact information in order to manage enquiries, proposals, contracts, services, invoicing, and client relationships.

If Keystone Infrastructure Ltd processes personal data on behalf of the client as part of an engagement, the parties may need to agree a separate Data Processing Agreement or additional data protection terms.

The client is responsible for ensuring that it has the necessary rights, notices, permissions, and lawful basis to provide any personal data to Keystone Infrastructure Ltd.

21. Subcontractors and specialist partners

Keystone Infrastructure Ltd may use suitably skilled subcontractors, associates, or specialist partners where appropriate to support provision of the services.

Keystone Infrastructure Ltd remains responsible for the services it agrees to provide unless the Statement of Work says otherwise.

22. Non-solicitation

During an engagement and for 12 months afterwards, the client must not knowingly solicit for employment or engagement any Keystone Infrastructure Ltd subcontractor, associate, introduced specialist, or personnel involved in the services without Keystone Infrastructure Ltd’s written consent.

This does not prevent general recruitment activity that is not specifically targeted at such individuals.

23. No guarantees

Keystone Infrastructure Ltd will provide services with reasonable skill and care. However, unless expressly agreed in the Statement of Work, Keystone Infrastructure Ltd does not guarantee:

• Zero downtime.
• Complete security.
• Detection of every issue, vulnerability, configuration problem, dependency, or risk.
• Supplier, MSP, vendor, cloud provider, carrier, or software provider performance.
• Uninterrupted service availability.
• Specific cost savings.
• Specific commercial outcomes.
• Regulatory compliance.
• That all client systems, processes, documentation, or controls are complete, accurate, or suitable.

24. Third-party suppliers

Keystone Infrastructure Ltd is not responsible for the acts, omissions, delays, pricing, availability, configuration, performance, or decisions of third-party suppliers, MSPs, vendors, ISPs, carriers, cloud providers, software providers, consultants, contractors, or other client-appointed parties.

Where Keystone Infrastructure Ltd reviews or challenges third-party proposals, designs, services, or advice, that review is based on the information available at the time and does not make Keystone Infrastructure Ltd responsible for the third party’s performance.

25. Liability

Nothing in these Terms of Business excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot legally be excluded.

Subject to the paragraph above, Keystone Infrastructure Ltd’s total liability arising out of or in connection with an engagement is limited to the fees paid or payable for the relevant engagement, or £25,000, whichever is higher.

Subject to the first paragraph of this section, Keystone Infrastructure Ltd is not liable for:

• Loss of profit.
• Loss of revenue.
• Loss of business.
• Loss of goodwill.
• Loss of anticipated savings.
• Indirect or consequential loss.
• Loss caused by client systems, client suppliers, incomplete information, missing access, missing approvals, unauthorised client actions, or third-party dependencies.

26. Remote and on-site work

Services are provided remotely unless the Statement of Work says otherwise.

Where on-site attendance is agreed, the client must provide a safe working environment, suitable access, passes, supervision where required, site rules, and any relevant health, safety, security, or conduct instructions.

On-site attendance, travel, accommodation, and related expenses may require separate agreement.

27. Working times

Working times will be agreed per engagement. Unless the Statement of Work says otherwise, services are provided during normal UK working days and do not include evenings, weekends, bank holidays, or out-of-hours support.

28. Publicity and case studies

Keystone Infrastructure Ltd will not use the client’s name, logo, or case study in public marketing without the client’s written permission.

Keystone Infrastructure Ltd may refer generally to the type of work performed, sector experience, and anonymised experience, provided this does not identify the client or disclose confidential information.

29. Force majeure

Keystone Infrastructure Ltd is not responsible for delay or failure to perform where that delay or failure is caused by events outside its reasonable control.

Such events may include internet failure, power failure, supplier outage, illness, cyber incident, industrial action, severe weather, government action, war, civil unrest, transport disruption, platform outage, or failure of third-party systems or services.

30. Termination for breach

Either party may terminate an engagement if the other party commits a material breach and fails to remedy that breach within 14 days of receiving written notice requiring it to do so.

Keystone Infrastructure Ltd may terminate or suspend an engagement immediately where continuing the work would create legal, regulatory, security, safety, ethical, payment, or professional risk.

31. Disputes

If a dispute arises, both parties should first try to resolve it through good-faith discussion between appropriate senior contacts.

If the dispute cannot be resolved through discussion, either party may pursue any legal remedies available under the governing law and jurisdiction clause.

32. Governing law and jurisdiction

These Terms of Business, and any dispute or claim arising from or in connection with them or any related engagement, are governed by the laws of England and Wales unless the Statement of Work expressly says otherwise.

The courts of England and Wales will have exclusive jurisdiction unless the Statement of Work expressly says otherwise.

Overseas clients agree that, unless expressly varied in the Statement of Work, English law and the courts of England and Wales apply to the engagement.

33. Contact

Questions about these Terms of Business should be sent to:

info@keystoneinfrastructure.co.uk