1. TERMS
Definition
In an Agreement unless inconsistent with the content or otherwise specified the following definitions shall apply:

1.1. “Agreement” means a Contract Agreement and the terms to them.
1.2. “Monthly Fee” means the sum payable in accordance with clause (5)
1.3. “Support Service” means the technical support provided by the company during the period of an Agreement to maintain and upgrade equipment and software
1.4. “Charges” means any charges additional to the Monthly Fee that may be invoiced by the Company to the Customer in connection with an Agreement (whether by virtue of specific provision or otherwise) which will be calculated on a time and materials basis in accordance with the then prevailing and relevant list price.
1.5. “Commencement Date” means the date on which a contract becomes effective
1.6. “Equipment” means any computers operating systems specified in the contract plus any equipment which may be added during the period of an Agreement
1.7. “Software” means any software specified in the contract plus any software which may be added during the period of an Agreement
1.8. “Initial Period” means the period of 1 year subject to clause 3.
1.9. “Location” means the location or locations of the Equipment and the Address given in the contract.
1.10. “Service Hours” means the standard hours that Support Service will be provided as specified in the contract
1.11. “Operating Environment” means the computers and operating systems and network containing the software.
1.12. “Staff“ means any individual provided by the Company to perform the Support Service both by telephone and on site.
1.13. “The Contract” is the document containing contract details and Service Level Agreements
1.14. “Ad Hoc Support” is ‘one off’ IT support outside of a written contract

2. SCOPE OF THE AGREEMENT
2.1. In consideration of the Customer’s payment of a Monthly Fee, the Company agrees to provide a Support Service as specified in a contract subject to the terms and conditions of the Agreement for the Initial Period.
2.2. In consideration of a one off payment the Company agrees to provide an Ad Hoc Support Service subject to these terms and conditions.
2.3. The Company will provide The Support Service under the terms of an Agreement or for Ad Hoc Support for the following hardware:
2.3.1. Desktops: A grouping of hardware and software for the purpose of serving a single user. A typical desktop consists of a System Unit or Laptop Monitor Cables Keyboard Mouse standard accessories (printer, scanner, hand-held devices etc)
2.3.2. Server: A grouping of hardware and software for the purpose of serving file and print services to multiple users and or/hosting applications. A typical server consists of a System Unit Monitor Cables Keyboard UPS and supported software
2.3.3. Network systems: A typical network system includes a router, general cabling and connectors
2.3.4. Any Hardware installed by the Company during the period of a contract or added to the contract by arrangement on a case by case basis
2.4. The Company will provide The Support Service under the terms of an Agreement or for Ad Hoc Support for
Software as follows:
2.4.1. Installation and configuration of new software as purchased by the Customer.
2.4.2. Upgrade existing software with new versions as purchased by the Customer
2.4.3. The Company will not provide support for any software that is malfunctioning which is not included in this Service Level Agreement
2.4.4. The Company will only install Software that has been licensed specifically for the Customer. This does not include Freeware or Shareware software that may be installed for specific purposes
2.4.5. Supported software for a Desktop: Software relating to or in support of the operating system of the desktop and the standard internet workstation applications (MS Office Suite, Netscape/Internet Explorer, McAfee Virus Protection). Additional software that is loaded onto the desktop is supported on a case by case basis. Currently supported operating systems are Microsoft Windows Workstation versions
2.4.6. Supported software for a Server: Software relating to or in support of the operating system of the server including virus protection and backup services. Additional software that is loaded onto the server is supported on a case by case basis. Currently supported operating systems are Microsoft Windows Server
2.5. The Company shall make reasonable endeavours to provide the Support Service promptly having regard to the availability of personnel necessary supplied and facilities and commitments to other customers but any dates quoted for commencement or completion of any part of the Support Service are estimates only and time will not be of the essence
2.6. The Company’s obligation to provide the Support Service is subject to the Agreement being in force. If the Agreement is terminated for any reason then the obligations of the Company pursuant to an Agreement will cease forthwith.

3. TERM OF AN AGREEMENT
3.1. An Agreement will remain in force for the Initial Period and will continue after that for successive periods of one year unless terminated by either party on giving not less than three months prior written notice to take effect on any anniversary of an Agreement subject to earlier termination in accordance with an Agreement.
3.2. Time for service of any notice by the Customer pursuant to Clause 3.1 shall be of the essence.

4. LIAISON AND STAFFING
4.1. The Customer will appoint a member of its staff to act as the principal point of contact between the parties for the purposes of an Agreement.
4.2. The Company will assign appropriately skilled staff to provide the Support Service or any part of it. The Company may at its discretion and at any time replace anyone allocated to it by the Support Service.
4.3. The Company is empowered to use sub-contractors for the provision of any part of the Support Service but such sub-contracting will not relieve the Company from its obligations under an Agreement.
4.4. It is expected that all parties to an Agreement will practise ongoing and consistent communication aimed at working well as a team and resolving problems for the Customer’s benefit

5. PAYMENT TERMS
5.1. The Customer will pay to the Company the Monthly Fees and all other Charges which become due under an Agreement or for Ad Hoc Support as may be invoiced by the Company from time to time. Where applicable VAT and other taxes duties or levies will be paid additionally by the Customer at the then prevailing time.
5.2. For an Agreement, the Monthly Fee and other Charges and Expenses will be invoiced monthly in advance and will be due for payment within 30 days of the date of the invoice.
5.3. If any sum payable to the Company under an Agreement is in arrears for more than 14 days after the due date the Company reserves the right without prejudice to any other right or remedy to:
5.3.1. Charge interest on such overdue amount on a day to day basis from its original due date until payment in full at the rate of 5% above Barclays Bank plc base lending rate in force from time to time
5.3.2. Suspend provision of the Support Service immediately upon notice to the Customer.
5.4. The Customer will notify the Company in writing within 5 days of receipt of any invoice if the Customer considers such invoice incorrect or invalid for any reason failing which the Customer will raise no objection to any such invoice and shall make full payment in accordance with it
5.5. The Company may from time to time vary their Fees for periods subsequent to the Initial Period by giving reasonable written notice to the Customer.

6. CUSTOMERS RESPONSIBILITIES
6.1. Throughout the term of an Agreement or for Ad Hoc Support the Customer will:
6.1.1. Be responsible for maintaining and purchasing all Licenses for software
6.1.2. Co-operate to a reasonable extent with the Company’s personnel in diagnosis investigation and correction of any fault in the equipment or software.
6.1.3. Reasonably indicate the severity of any problem when reporting a fault
6.1.4. Make available to the Company free of charge all information facilities and services reasonably required by the
company to enable the Company to perform the Support Service.
6.1.5. Provide at the Customers expense such telecommunication facilities as are reasonably required by the
Company for remote testing by modem eg VPN, VNC, Remote Desktop
6.1.6. Provide access to the Customer’s staff the Software the Equipment and the Location during the Service Hours and at such other times as the Company may request on reasonable prior notice.
6.1.7. Back up all data in use on the Equipment at least once daily.
6.1.8. Keep one copy of all backups in safe storage off site.

7. EXCLUSIONS
7.1. The Support Service provided under an Agreement does not include:
7.1.1. The provision of consumable items
7.1.2. Software programs.
7.1.3. Training and Consultancy necessary to operate the Software.
7.1.4. The replacement of hardware
7.2. If at the request of the Customer the Company agrees to provide any Support Service in respect of the exclusions referred to in Clause 7.1 (but it is confirmed that the company is under no obligation to do so) the Company will endeavour to undertake the work as soon as reasonably practicable and the Company will be entitled to make an additional charge on a time and materials basis in accordance with the then relevant and prevailing list price.

8. WARRANTY
8.1. The Company warrants that the Support Service will be performed by competent persons and will be carried our with reasonable care and skill

9. LIABILITY
9.1. The Company shall not be liable for any loss damage or liability of any kind suffered by any third party directly or indirectly caused by repairs or remedial work not carried out by the Company’s staff or sub-contractors or under the direction of the Company’s staff or sub contractors.
9.2. Subject to this clause 9
(a) all conditions warranties and representations express or implied by statute common law or otherwise in relation to Equipment or Software are hereby excluded;
(b) the Company shall be under no liability to the Customer for any loss damage or injury direct or indirect resulting from defects in design materials or workmanship or otherwise howsoever arising (whether or not caused by the negligence of the Company its employees or agents) other than liability for death or personal injury resulting from the Company’s negligence;
(c) the Company shall have no liability for any direct or indirect or consequential losses or expenses suffered by the Customer howsoever caused and including without limitation loss of anticipated profits goodwill reputation business receipts or contracts or losses or expenses resulting from third party claims.
(d) pursuant to clauses 6.1.7 and 6.1.8 the Company shall have no liability for loss of electronic data stored on any of the equipment

10. CONFIDENTIALITY
10.1. Each party will treat as confidential all information contained from the other party under or in connection with an Agreement which is designated confidential by the other party or which is by its nature clearly confidential. The recipient party will not disclose such confidential information to any person (except only to those employees agents sub-contractors suppliers and other representatives who need to know it) or use such confidential information for purposes other than the Support Service without the other partys prior written consent
10.2. This clause will not extend to information which:
10.2.1. was in the possession of the recipient party (with full right to disclose) before receiving it or
10.2.2. is already or becomes public knowledge (otherwise than as a result of a breach of this Clause) or
10.2.3. is independently developed by the recipient party without access to or use of such information. Each party will ensure that all persons to whom it discloses any such confidential information of the other party are aware prior to disclosure of the confidential nature of the information and that they owe a duty of confidence to the other party These obligations of confidentiality will survive any termination of an Agreement
10.3. Each party will maintain adequate security measures to safeguard information and data of the other party in its possession from unauthorised access use or copying

11. NON SOLICITATION
The Customer will not during the term of an Agreement and for a period of 6 months after termination or cessation without the Company’s prior written consent directly or indirectly solicit or offer employment or engagement to any staff who at any time of such action or during a period of 12 months immediately preceding such action was directly or indirectly involved in the provision of the Support Service or a member of staff engaged in technical support activities

12. FORCE MAJEURE
12.1. The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of Equipment or Software by the Company being prevented hindered delayed or cancelled or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control (“force majeure circumstances”) including but not limited to act of God war riot strike lock-out trade dispute or labour disturbance accident break-down of plant or machinery fire flood storm difficulty or increased expense in obtaining workmen materials or transport or other circumstances affecting the supply of the goods or of raw materials by the Company’s normal source of supply or the delivery of Equipment or Software by the Company’s normal route or means of delivery
12.2. In force majeure circumstances the Company may in its sole discretion terminate any contract for the supply of Software or Equipment pursuant to an Agreement or cancel delivery of Equipment or Software to the Customer or may, with agreement of the Customer, deliver Equipment of Software at an agreed rate of delivery commencing after any suspension of deliveries

13. NOTICES
13.1. All notices which are required to be given under an Agreement will be in writing and will be sent to the address of the recipient set out on the front page of an Agreement or such other address as the recipient may designate by notice given in accordance with this Clause Any such notice may be delivered personally by first class pre paid letter or facsimile transmission and will be deemed to have been received:
13.1.1. by hand delivery – at the time of posting
13.1.2. by first class post – 48 hours after the date of posting
13.1.3. by facsimile transmission immediately on transmission provide a confirmatory copy is sent by first class pre-paid post or by hand by the end of the next business day

14. SEVERABILITY
If any part of an Agreement is found by a Court of competent jurisdiction or other competent jurisdiction to be invalid unlawful or unenforceable then such party will be severed from the remainder of an Agreement which will continue to be valid and enforceable to the fullest extent permitted by law

15. WAIVER
No delay or failure by either party to exercise any of its powers rights or remedies under an Agreement will operate as a waiver of them nor shall any single or partial exercise of any such powers rights or remedies preclude any other or further exercise of them Any waiver to be effective must be in writing The remedies provided in an Agreement are cumulative and not exclusive of any remedies provided by law

16. WHOLE AGREEMENT
16.1. An Agreement is the complete and exclusive statement of an Agreement between the parties relating to the subject matter of an Agreement and supersedes all previous communications representations and other arrangements oral or written The Customer acknowledges that no reliance is placed on any representation made but not embodied in an Agreement The printed terms and conditions of any purchase order or other correspondence and documents of the Customer issued in connection with an Agreement will not apply
16.2. Except as otherwise permitted by an Agreement no change to its terms will be effective unless it is in writing and signed by persons authorise on behalf of both parties

17. THIRD PARTY RIGHTS
Nothing in an Agreement express or implied confers on any person other than the parties here to (or their successors and permitted assigns) any rights remedies obligations or liabilities It is not intended that anyone not a party to an Agreement will benefit from its terms pursuant to the Contracts (Rights of Third Parties) Act 1999

18. ASSIGNMENT
18.1. The Company shall have the right to assign an Agreement and all rights and obligations in connection with anAgreement
18.2. The Customer may not assign an Agreement without the prior written consent of the Company
18.3. In the event of the Company agreeing to the assignment of an Agreement by the Customer the assignee of an Agreement will pay a fee not greater than the Initial License Fee
18.4. The assignee of an Agreement will enter into a Deed of Adherence agreeing to be bound by the terms of anAgreement