Legal
Terms & Conditions
Last updated: 25 April 2026
Legal
Last updated: 25 April 2026
These Terms & Conditions govern your use of the Allied ESM website at alliedesm.com and, where applicable, the professional services we provide. Please read them carefully. By using our website or engaging our services, you agree to be bound by these terms.
These terms are split into two parts:
If there is a conflict between these general terms and a signed Statement of Work or master services agreement, the signed document takes precedence.
Allied ESM Ltd is a company registered in England and Wales.
References to “Allied ESM”, “we”, “us”, or “our” in these terms mean Allied ESM Ltd.
You may access and use alliedesm.com for your own informational and business purposes. We reserve the right to withdraw, suspend, or restrict access to any part of the website at any time without notice.
You must not use the website:
The website may contain links to third-party websites. We do not endorse, control, or accept responsibility for those sites or their content. Following any such link is at your own risk.
We aim to keep the content on our website accurate and up to date, but we make no warranties that it is complete, current, or free from error. Nothing on the website constitutes professional advice. You should not act on website content without obtaining independent advice appropriate to your specific situation.
All content on the Allied ESM website — including text, graphics, logos, images, and data — is owned by or licensed to Allied ESM Ltd and is protected by UK and international intellectual property laws.
You may print or download content for your own personal or internal business use. You may not reproduce, distribute, modify, or republish any website content for commercial purposes without our prior written consent.
The Allied ESM name, logo, and brand marks are our trademarks. Nothing in these terms grants you a licence to use them.
Allied ESM provides Halo ITSM professional services, including but not limited to: platform implementation, managed services, system migration, programme and project management, change & adoption, and ITSM consultancy. The specific scope of services for any engagement is set out in a Statement of Work (SOW) or order form agreed with the client.
We do not resell or distribute Halo ITSM software licences on a white-label basis. Any software licence fees payable to Halo Service Desk Ltd are a separate matter between the client and Halo and are not covered by these terms.
A services engagement begins when both parties have agreed and signed a Statement of Work. The SOW will set out the project scope, deliverables, timescales, fees, and any specific terms that apply to that engagement.
Where we issue a proposal or quotation, it remains valid for 30 days from the date of issue unless otherwise stated. Acceptance of a proposal constitutes agreement to the fees and scope described.
We may decline to accept any engagement at our discretion, including where accepting it would create a conflict of interest.
Fees are as set out in the relevant SOW or agreed in writing. All fees are quoted exclusive of VAT, which will be charged at the prevailing rate where applicable.
Unless otherwise agreed in the SOW, we invoice monthly in arrears for time & materials engagements, and to the agreed milestone schedule for fixed-price engagements.
Payment is due within 30 days of the invoice date unless a different term is stated in the SOW. We reserve the right to charge statutory interest on overdue invoices under the Late Payment of Commercial Debts (Interest) Act 1998.
Reasonable pre-approved out-of-pocket expenses (travel, accommodation, etc.) will be recharged at cost. Expenses above an agreed threshold require written approval before being incurred.
Each party retains ownership of intellectual property it owned before the engagement began. Allied ESM retains ownership of its methodologies, frameworks, tools, templates, and know-how, including any improvements developed during the engagement.
Unless the SOW states otherwise, upon full payment of all fees, Allied ESM grants the client a non-exclusive, perpetual licence to use the deliverables produced specifically for that engagement for the client’s internal business purposes.
Where deliverables incorporate Allied ESM’s pre-existing IP or third-party materials, the licence granted is limited accordingly, and the client agrees not to sublicense, resell, or distribute such materials without our prior written consent.
Each party agrees to keep confidential any non-public information received from the other party that is identified as confidential or that a reasonable person would regard as confidential given the nature of the information and the circumstances of disclosure.
This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without reference to the confidential information; or (d) is required to be disclosed by law or a regulatory authority, provided the disclosing party is given reasonable prior notice where permitted.
Confidentiality obligations survive termination of the engagement for a period of three years.
Both parties agree to comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Where Allied ESM processes personal data on behalf of the client as part of delivering services, we will do so only on the client’s documented instructions and will maintain appropriate technical and organisational measures to protect that data. A data processing agreement will be put in place where required by applicable law.
For information about how we process personal data collected through our website, please see our Privacy Policy.
The Allied ESM website is provided “as is” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the website will be uninterrupted, error-free, or free of viruses or other harmful components.
To the fullest extent permitted by law, Allied ESM’s total aggregate liability to the client arising out of or in connection with any services engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — will not exceed the total fees paid by the client to Allied ESM under the relevant SOW in the 12 months preceding the event giving rise to the claim.
In no event will Allied ESM be liable for: loss of profits; loss of revenue; loss of business or contracts; loss of anticipated savings; loss of data; reputational damage; or any indirect or consequential loss, even if we have been advised of the possibility of such losses.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
Unless the SOW provides otherwise, either party may terminate an engagement by giving 30 days’ written notice. On termination for convenience, the client will pay for all work completed and expenses properly incurred up to the termination date.
Either party may terminate an engagement immediately on written notice if the other party: commits a material breach of these terms or the SOW that is incapable of remedy, or that is not remedied within 14 days of written notice requiring remedy; becomes insolvent, makes an arrangement with creditors, or enters administration, liquidation, or receivership.
Termination does not affect any rights or obligations accrued before the termination date. Clauses that by their nature should survive termination — including confidentiality, intellectual property, payment of outstanding fees, and limitation of liability — will continue to apply.
These terms, together with any applicable SOW or order form, constitute the entire agreement between the parties relating to their subject matter and supersede all prior representations, agreements, or understandings. Neither party has relied on any representation not expressly set out in these terms or the SOW.
We may update these website terms from time to time. The current version is always available at alliedesm.com/terms. Changes to services terms require written agreement from both parties.
The client may not assign or transfer any rights or obligations under these terms without our prior written consent. We may subcontract any part of the services, provided we remain responsible for the performance of any subcontractor.
Failure or delay by either party to exercise any right under these terms does not constitute a waiver of that right.
If any provision of these terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Neither party will be in breach of these terms for any failure to perform obligations to the extent that the failure is caused by events beyond that party’s reasonable control, including acts of God, pandemic, cyberattack, or government action. The affected party must notify the other promptly and use reasonable endeavours to mitigate the impact.
These terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by and construed in accordance with the laws of England and Wales.
The parties agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim. Before commencing proceedings, the parties agree to attempt to resolve any dispute in good faith through senior management escalation within 20 business days of written notice of the dispute.
If you have any questions about these terms, please contact us: