Terms and Conditions

 

Terms and Conditions for Businesses

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 an Agreement
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 an Agreement
18.5 Axos Assist reserves the right to change terms and conditions without notice.

Simplified Terms and Conditions for Home Users

These terms and conditions are in addition to our main terms and conditions (click here) and are intended as a clarification of important key points which should be addressed by the client.

Data Back-up

It is the client's responsibility to ensure that prior to Axos Assist starting work on its computer system or other electronic installation, all critical data has been backed up and that appropriate recovery procedures are in place, unless the client has specifically requested data back-up as part of the work. In this circumstance the client should make sure they have written confirmation of data back-up before the work proceeds.

Software Licensing

It is the client's responsibility to comply with the terms of use, distribution, duplication and other requirements, whether public or private in origin, applicable to any software.

Public Domain Software

In the case of public domain software that is available as "freeware", "shareware" or otherwise supplied from the public domain, such software is supplied to the client on an "as is" basis. Axos Assist makes no warranty as to the fitness for purpose, performance or as to freedom from embedded malicious software.

Software Maintenance

It is the client's responsibility to ensure that the effectiveness of any software supplied by Axos Assist is maintained, by acquisition from the original developer of such database files, programme patches or other revisions, as may become available from time to time.

Liability

Axos Assist shall under no circumstances be liable for any loss, damage, expense or injury of any kind whether direct, consequential or otherwise, arising in connection with the execution of a contract or the use or failure of the goods supplied or any defect in them, or from any other cause whether or not due to the acts or omissions of Axos Assist or its staff. Nor shall Axos Assist be liable for any lost files or data - see Data Back-up above.

Operating System Re-installation

If you should be unlucky enough to have a fatal system crash or HD failure the computer operating system will need reinstalling or the hard drive replaced. This means the hard disc will have to be wiped clean or replaced. If the hard drive does not have a mechanical failure, Axos Assist can try and recover files from the failed disc or we can simply reformat the disc and start from scratch.

Axos Assist will return the computer to factory settings from the customer's system discs unless the customer requests otherwise It is the client's obligation to provide the system discs. needed for re-installs. Axos Assist cannot replace lost discs except by commercial purchase.

Some computers are sold with software pre-installed and no discs supplied. Usually the computer will have instructions to create back up discs of the pre-installed files immediately after purchase. Axos Assist cannot provide unlicensed sytem software if this has not been done.

Files may be lost or corrupted

Depending on the reason for the failure, you may lose some or all of your files. These could be any documents on the computer or emails. Unless you have backed up your files Axos Assist cannot guarantee to be able to recover them. If the disc hardware has failed, specialist file recovery might be required. There is no guarantee of success

Programmes will need re-installing

All programmes and utilities installed after purchase will need reinstalling from the original discs. Any freeware or other utilities will also need reinstalling. If these were downloaded from the web, then they will need to be downloaded again (unless backed up).

Personal Settings will be lost

All personal settings such as short cuts, programme preferences and internet/email set-up will be lost. Axos Assist does not know how the computer was set up before the system failure and therefore cannot recreate the exact state of the computer pre-system failure. The computer will be restored to factory settings' unless otherwise requested.

External Hardware will need drivers

Peripherals such as printers, modems, monitors, need hardware drivers to run. These will also need re-installing from the original discs.

Hard Drive Replacement

In the event of the hard drive being replaced, the new hard drive will contain none of the customer's original documents and settings. Unless requested otherwise, Axos Assist will only install the operating system. It is the customer's obligation to request installation of any other programmes or files before the work commences.

Axos Assist aim to get you up and running as soon as possible. If the Operating System is reinstalled, there are charges for extra services in restoring your computer to pre-system crash status and we will only do these if specifically requested by the customer. Please ask for more details.

Axos Assist reserves the right to change terms and conditions without notice.

Return of Goods Policy

Axos Assist wish to do everything in our power to make sure your buying process a pleasure. In the unlikely event that you have a problem please don't hesitate to contact us so we can deal with your problem swiftly. The majority of our stock is surplus goods to our IT Support business and you may find some real bargains, but for that reason we may not always be able to offer a replacement for faulty goods. We will however give a full refund for goods returned as specified in our returns policy.

IMPORTANT - Suitability for purpose

It is the purchasers responsibility to check the product is suitable for the use they intend. This includes checking technical specifications. If in doubt the purchaser should check suitability before purchase by either taking advice from a technical competent person, research on the internet or calling us on 020 8398 7772.

In the event of a purchase buying an unsuitable product, we will only accept return if the product as specified in the returns section below. We cannot accept opened and used products.

Returns

If for any reason you are unhappy with the item purchased from us, you can return it to us in its original condition within 7 days of the date you received it. It must be unopened (with any seals and shrink wrap intact) and we will issue a full refund for the price you paid for it (excluding delivery costs). We reserve the right to refuse returns or to charge fees and expenses if the product is received not as specified.

Items damaged in transit

If the contents have been damaged in transit, you can return the item(s) to us within 7 days of receipt for exchange. Call to inform us that you are returning a damaged item.

Faulty Items

You can return a faulty item within a reasonable period of time. Please keep all the warranty information that accompanies your item as this may be needed. You may find it quicker and easier to contact the manufacturer directly so that they can rectify the problem for you. Call us to inform us you are returning a defective item.

If we send an item you did not order (an "incorrect" item)

Amazon Buyers:

As soon as you find out we've sent you an incorrect item, go to the Returns Support Centre and print out a personalised return label for your item. Send the incorrect item back to us using a personalised return label and we'll make sure you are not charged for it. If you want us to replace the item we sent you with the item you ordered, include a note with the returned item.

Ebay Buyers:

Contact us via the eBay web site 'contact buyer' and we will reply with details for return of the goods

It is the customers responsibility to ensure they have ordered the correct items and that the items are compatible with their existing hardware/software. You may obtain this information by visiting the manufacturers website. We do not sell equipment on a trial basis.

Posting returned items

You must take care of the goods whilst they are in your possession and ensure that they are returned to us in pristine condition and may be sold as new (or in the event of goods with damaged packing as described on the website- the same condition it was sent to you ). You must return the product in its original packaging including any accessories such as manuals, discs etc.

Postage & Packaging

We recommend that you return your item(s) using a traceable insured service such as Royal Mail Recorded delivery. We also recommended that you return the items using sufficient packaging such as a padded envelope or box.

For questions regarding products, order delivery, or returns, please contact Axos Assist on:

020 8398 7772

Office Hours are 9am to 5pm

The Service

Axos Assist is a reseller of a data backup system from a major Back Up Service Provider. Our set up and management service is branded as Axos BackUp Lite. As a reseller Axos Assist is protected by the Service Provider's terms and conditions.

The service is a low cost but reliable service which offers no compensation in the unlikely event of loss of data. Axos Assist therefore cannot accept any liability for loss of data however it may occur.

For those users concerned about financial guarantees we suggest they take up the Axos BackUp Pro solution with its £1 million guarantee.

Please contact Axos Assist for a copy of the the Service Provider's terms.

Axos Assist will advise the client by phone or email if backups are not running correctly and will investigate any problems with the service. However, it is the client's responsibility to select the files for back up, schedule the backups and restore files if needed using the interface provided.

Axos Assist will provide an introduction to the interface when setting up the back up and can give extended help and support at their normal charge rate on request.

Payment Terms

Payment quarterly in advance based on data backup volume at the beginning of the quarter. Should the backup requirement increase during the quarter paid for the client will be billed the increased amount which will be payable immediately.

Axos reserve the right to change the fees in line with the market rate giving one months notice to existing clients and no notice to new clients

Notice of cancellation

Notice of termination must be given at least one month in advance of the termination date in writing or via an email with a confirmation of receipt.

Termination of Service

Axos Assist reserve the right to terminate the service without notice if payments have not been made according to the payment terms