Terms & Conditions

These Terms and Conditions (the 'Terms') govern the provision of emergency support services for Microsoft Dynamics 365 Business Central ('Business Central') by Business Central Help ('we', 'us').

By requesting and/or accepting emergency support services, the customer ('Customer', 'you') agrees to be bound by these Terms.

Business Central Help delivers support services via its website: https://businesscentral.help. Business Central Help is a trading name of Rapid Business Systems Limited, whose registered office is located at Dock 209, 75 Exploration Drive, Leicester, LE4 5NU, United Kingdom.

Definitions

'Emergency Support Services' means urgent, time-bound investigation, triage, mitigation, and advisory activities aimed at restoring service, reducing impact, or identifying root cause of incidents affecting Business Central.
'Incident' means an unplanned interruption or degradation of service experienced by the Customer in relation to Business Central or integrated systems.
'GDAP' means Microsoft Granular Delegated Admin Privileges, which enable a partner to administer a customer's tenant and Business Central environment with the customer's authorization.
'Subcontractor' means any third party engaged by Business Central Help to deliver all or part of the Emergency Support Services.

Scope of Emergency Support Services

Business Central Help will use commercially reasonable efforts to triage the Incident, perform initial diagnostics, attempt mitigation or workarounds, and provide findings and recommendations.
Services may include communication with Microsoft and/or third‑party vendors, subject to Customer authorizations and access as set out in these Terms.
Services exclude ongoing managed support, project work, functional enhancements, data remediation unrelated to the Incident, or long‑term corrective development unless separately contracted.

Customer Commitments and Minimum Engagement

The Customer commits to purchase a minimum of **1 hour** of Emergency Support Services for each Incident. This minimum will be invoiced and payable without exception, irrespective of outcome or the time expended resolving the issue.
Where a support incident requires more than one hour of effort to be expended, Business Central Help will continue efforts to resolve the issue up to a total of **5 Hours** and will invoice the customer for any additional hours expended beyond the initial **1 Hour** in increments of **1 Hour**.
The Customer authorizes and commits to pay for up to **5 hours** of Emergency Support Services as part of the initial engagement for each Incident.
No more than **5 hours** of effort shall be expended by Business Central Help on an Incident without the Customer's explicit, separate written authorization to proceed with additional effort.

Fees, Time Accounting and Payment

A callout fee of £299 includes one hour of Emergency Support Services.
Additional hours beyond the first hour are charged at £99 per hour.
VAT may be applicable depending on the Customer's location, and will be charged in addition to the aforementioned charges where applicable.
Invoices are payable within the payment terms stated on the invoice. Late payments may accrue interest at the maximum rate permitted by applicable law and may result in suspension of Services.

Outcome Independence; Non‑Resolvable Issues

The Customer acknowledges and agrees that fees are payable **regardless of whether the Incident is fully resolved**, partially mitigated, or determined to be outside Business Central Help's control.
Where the root cause is determined to be a defect, limitation, or outage within code or services under the exclusive control of Microsoft or a third‑party vendor, Business Central Help does not warrant resolution and the Customer remains responsible for all fees incurred.
Business Central Help will provide reasonable evidence of findings, including logs or error information, where available, to support any determination of non‑resolvable status.

Access, Authorizations and GDAP

The Customer shall provide Business Central Help with timely access to relevant environments, tenants, integrations, users, and documentation necessary to perform the Services.
If a Microsoft support request must be raised, Business Central Help can only do so once the Customer has authorized a **GDAP relationship** enabling Business Central Help to administer the Customer's Business Central environment on the Customer's behalf.
Establishing GDAP may require involvement or cooperation from the Customer's existing support provider or partner and may **delay** the provision of Services. Business Central Help is not liable for delays resulting from third‑party actions or inaction.

Customer Responsibilities

Provide accurate and complete incident descriptions, recent changes, and relevant context.
Ensure suitable backup and restore procedures are in place and maintained.
Designate a point of contact with authority to approve additional effort beyond 5 hours, changes, or temporary workarounds.

Warranties and Disclaimers

Business Central Help will perform Services with reasonable skill and care consistent with industry standards for emergency support.
Except as expressly stated, the Services are provided 'as is' without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, or non‑infringement.

Limitation of Liability

To the maximum extent permitted by law, Business Central Help's total liability arising out of or related to the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Customer for the Incident giving rise to the claim.
Business Central Help shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, or business interruption, even if advised of the possibility of such damages.

Customer Indemnity

The Customer shall defend, indemnify, and hold harmless Business Central Help from and against claims, damages, liabilities, costs, and expenses arising from (a) Customer's breach of these Terms; (b) unauthorized changes made by Customer or third parties to environments or integrations; or (c) Customer's failure to maintain backups or security controls.

Confidentiality and Data Protection

Each party shall keep confidential all non‑public information disclosed by the other party in connection with the Services and use it solely for the purposes of performing under these Terms.
Business Central Help will process personal data, if any, in accordance with applicable data protection laws and the parties agree to enter into any required data processing addendum upon request.

Change Requests and Additional Effort

Any request to continue work beyond the initial 5 hours must be authorized in writing by the Customer. Business Central Help will provide an estimate of additional effort and likely outcomes where reasonably possible.

Suspension and Termination

Business Central Help may suspend Services for non‑payment, lack of required access or authorization (including GDAP), or safety/security concerns.
Either party may terminate the engagement for convenience upon written notice; termination does not affect the Customer's obligation to pay for Services rendered, including the 1‑hour minimum and any authorized hours.

Force Majeure

Neither party shall be liable for delays or failures to perform due to causes beyond their reasonable control, including outages of Microsoft services, third‑party vendor failures, internet or network interruptions, or acts of God.

Use of Subcontractors

Business Central Help may deliver all or part of the Emergency Support Services through Subcontractors.
Business Central Help will ensure that any Subcontractor engaged possesses appropriate skills and experience for the assigned tasks.
Business Central Help remains responsible for management of Subcontractors in relation to the Services and for invoicing the Customer.

Notices

Notices under these Terms shall be in writing and delivered by email to the designated contacts of each party or to such other address as a party may notify in writing.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

Entire Agreement

These Terms constitute the entire agreement between the parties with respect to Emergency Support Services and supersede prior or contemporaneous communications on that subject.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Electronic Acceptance

The Customer's request for Emergency Support Services and/or payment of the minimum 1‑hour fee constitutes acceptance of these Terms, which may be maintained and exchanged in electronic form.