Issue: 3 - Revised: 01/05/2024 - Authorised By: Tony Houlihan
The definitions and rules of interpretation in this clause apply in these terms and conditions.
Authorised Users - those employees and independent contractors of the Customer who are entitled to use the Software through the Hosting Services under this Contract, as further described in the Schedule of Contract Details.
Contract - this Contract including these terms and conditions and the Schedule of Contract Details
Customer - the person, firm or company who purchases Services from the Supplier.
Customer Data - all data supplied or made available to the Supplier by the Customer.
Customer’s Project Manager - the Customer’s named manager for the Project appointed in accordance with condition.
Deliverables - all products and materials developed by the Supplier in relation to the Project in any media, including, without limitation, computer programs, data, diagrams, reports and specifications (including drafts).
Hosting Services - the services that the Supplier provides to allow Authorised Users to access and use the Software, including hosting set-up and ongoing services, as set out in 1.
Intellectual Property Rights - patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Leased Line Services - the services the Supplier provides to include Leased Line set up and ongoing services as set out in Schedule 2.
Pre-existing Materials - materials which existed before the commencement of the Project.
Project - the project as described in the Project Plan as set out in the Schedule of Contract Details.
Project Milestone - a date by which a part of the Project is estimated to be completed, as set out in the Project Plan.
Project Plan - the detailed plan describing the Project and setting out the estimated timetable (including without limitation Project Milestones) and responsibilities for the provision of the Services by the Supplier in accordance with the Contract.
Services - the services to be provided by the Supplier under the Contract as set out in the Schedule of Contract Details.
Schedule of Contract Details - The Schedule of Contract Details that forms part of this Contract between the parties on which sets out various details in respect of the services and the charges and all other bespoke aspects of the Contract.
Supplier - Twenty Four IT Services Ltd of Second Floor East, Unit F South Quay, Lakeside Boulevard, Doncaster, DN4 5PL (Company No: 9319771).
Supplier’s Project Manager - the Supplier’s manager for the Project, appointed in accordance with condition.
VAT - value added tax chargeable under English law for the time being andany similar additional tax.
1.2. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4. A reference to a company shall include any company, corporation or other body corporate, wherever
and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other
genders.
1.7. A reference to a statute or statutory provisionis a reference to it as amended, extended or re-enacted from time to time.
1.8. A reference to writing or written includes faxes and email.
1.9. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
2.1. These conditions shall:
2.1.1. apply to and be incorporated in the Contract; and
2.1.2. prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2.2. No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier.
3.1. The Supplier shall use reasonable endeavours to manage and complete the Project, and to deliver the Deliverables to the Customer, in accordance in all material respects with the Project Plan.
3.2. The Supplier shall use reasonable endeavours to meet the performance dates specified in the Project Plan, but any such dates shall be estimates only and time shall not be of the essence of the Contract.
3.3. The Supplier shall appoint the Supplier’s Project Manager who shall have authority to contractually bind
the Supplier on all matters relating to the Project. The Supplier shall use reasonable endeavours to ensure that the same person acts as Supplier’s Project Manager throughout the Project, but may replace him from time to time where reasonably necessary in the interests of the Supplier’s business.
3.4. The Customer acknowledges that to the extent the Supplier is providing the Services or any aspect of
the Project via a third party supplier then the Supplier cannot be held responsible for any act or omission or delay or the terms of any contract of such third party supplier. The Supplier will not be in breach of the Contract by virtue of any act or omission of a third party supplier. In particular, the Supplier cannot be responsible for any act or omission or delay of any telecommunications provider.
4.1.1. co-operate with the Supplier in all matters relating to the Project and appoint the Customer’s Project Manager, who shall have the authority to contractually bind the Customer on matters relating to the Project;
4.1.2. provide in a timely manner such access to the Customer’s premises anddata, and suchoffice accommodation and other facilities, as is requested by the Supplier;
4.1.3. provide in a timely manner such information as the Supplier may request, and ensure that such information is accurate in all material respects;
4.1.4. be responsible (at its own cost) for preparing the relevant premises for the supply of the Services; and
4.1.5. ensure at all times that its equipment is of satisfactory quality and of sufficient standard which will allow the Supplier to provide the Services and support all matters relating to the Project.
4.2. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer’s agents, sub-contractors or employees, the Customer shall in all circumstances be liable to pay to the Supplier on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
4.3. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of six months after the completion of the Services, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier.
Any consent given by the Supplier in accordance with condition 4.3 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier’s employee or sub- contractor or, if higher, 20% of the annual remuneration to be paid by the Customer to such employee or sub- contractor.
5.1. The Supplier shall perform if stated in below SLA table the Hosting Services and Lease Line Services.
5.2. In relation to Authorised Users:
5.2.1. the Customer’s access to the Hosting Services shall be limited to the individual Authorised Users, as set out in the Schedule of Contract Details being employees or independent contractors of the Customer;
5.2.2. the Customer shall maintain a written list of current Authorised Users of the Software, and the Customer shall provide such list to the Supplier as may be reasonably requested by the Supplier from time to time;
5.2.3. the Customer shall ensure that each Authorised User keeps a secure password for his use of the Software, that such password is changed no less frequently than sixty days and that each Authorised User keeps his password confidential.
5.3. In relation to the Software:
5.3.1. the Supplier hereby grants to the Customer on and subject to the terms and conditions of this Contract a non-exclusive, non-transferable licence to allow Authorised Users to access the Software through the Hosting Services and to use the Software solely for the Customer’s business purposes;
5.3.2. the Customer shall not knowingly store, distribute or transmit any Virus, or any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
5.3.3. the rights provided under this condition 5.3 are granted to the Customer only, ands hall not be considered granted to any subsidiary or holding company of the Customer;
5.3.4. the Customer shall not:
a) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Software except to the extent expressly set out in this Contract or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
c) access all or any part of the Software or Hosting Services in order to build
a product or service which competes with the Software and/or the Services
d) use the Software or Hosting Services to provide services to third parties; or
e) transfer, temporarily or permanently, any of its rights under this Contract, or
f) attempt to obtain, or assist third parties in obtaining, access to the Software, other than as provided under this condition 5.3.4; and
5.3.5. the Customer shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Software and notify the Supplier promptly of any such unauthorised access or use.
6.1. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
6.2. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with any archiving procedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).
6.3. If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this Condition, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
6.3.1. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully process the personal data in accordance with this Contract on the Customer’s behalf;
6.3.2. the Supplier shall process the personal data only in accordance with the terms of this Contract and any lawful instructions reasonably given by the Customer from time to time; and
6.3.3. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
7.1. The Customer’s Project Manager and the Supplier’s Project Manager shall make contact at least once every month to discuss matters relating to the Project. If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.
7.2. If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:
7.2.1. the likely time required to implement the change;
7.2.2. any variations to the Supplier’s charges arising from the change;
7.2.3. the likely effect of the change on the Project Plan; and
7.2.4. any other impact of the change on the terms of the Contract.
7.3. If the Supplier requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it.
7.4. If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Project Plan and any other relevant terms of the Contract to take account of the change.
8.1. All charges shall be as set out in the Schedule of Contract Details.
8.2. For this Agreement of 36 Months the prices shall increase in line with the current RPI at that point or 5% whichever is greater upon the 24th month anniversary for the remaining 12 months of the term.
8.3. All charges are exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate. Unless otherwise agreed in writing the Customer shall pay each invoice submitted to it by the Supplier in full, and in cleared funds, within 30 days of receipt.
8.4. Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to pay the Supplier on the due date the Supplier may:
8.4.1. charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and
8.4.2. suspend all Services until payment has been made in full.
8.5. Time for payment shall be of the essence of the Contract.
8.6. All payments payable to the Supplier under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
8.7. The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
9.1. Unless otherwise notified to the Customer in the Schedule of Contract Details all Intellectual Property Rights and all other rights in the Deliverables shall be owned by or licensed to the Supplier.
9.2. The Customer acknowledges that the Customer’s use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written end-user licence (or sub-licence) of such rights from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.
10.1. Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by the other party or its agents, and any other confidential information concerning the other party's business or its products which it may obtain. Each party shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the its obligations to the other party, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind it.
10.2. Unless otherwise noted on the Schedule of Contract Details, all materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or
11.1. The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
11.1.1. any breach of the Contract howsoever arising;
11.1.2. any use made by the Customer of the Services, the Deliverables or any part of them; and
11.1.3. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (includingwithout limitation negligence) arisingunder or in connection with the Contract.
11.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3. Nothing in these conditions excludes the liability of the Supplier:
11.3.1. for death or personal injury caused by the Supplier’s negligence; or
11.3.2. for fraud or fraudulent misrepresentation.
11.4. Subject to condition 11.2 and condition 11.3:
11.4.1. the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
a) loss of profits; or
b) loss of business; or
c) depletion of goodwill or similar losses; or
d) loss of anticipated savings; or
e) loss of goods; or
f) loss of contract; or
g) loss of use; or
h) loss or corruption of data or information; or
i) any special, indirect, consequential, or pure economic loss, costs, damages, charges or expenses.
11.4.2. the Supplier’s total liability in contract, tort (including without limitation negligence or breach of
statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 85% of the Supplier’s insurance cover.
12.1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
12.1.1. the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than seven days after being notifiedin writing to make such payment;
12.1.2. the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
12.1.3. the other party repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;
12.1.4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
12.1.5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.1.6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
12.1.7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
12.1.8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
12.1.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is
appointed over the assets of the other party;
12.1.10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
12.1.11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 12.1.4 to condition 12.1.10 (inclusive);
12.1.12. there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
12.2. Any provision of this Contract that expressly or by implication is intended to come into or continue in
force on or after termination or expiry of this Contract shall remain in full force and effect.
12.3. Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
12.4. Failure to provide notice to end the contract not less than 90 days prior to the end of the current contractual term will result in the agreement auto renewing for a further term as the initial contractual term currently contracted to.
The Supplier shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, failure of any third party supplier, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under this Contract are in addition to, andnot exclusive of, any rights or remedies provided by law.
16.1. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.
16.2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.1. This Contract constitutes the entire agreement between the parties and supersedes andextinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2. Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
17.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent
misstatement based on any statement in this Contract.
18.1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under the Contract.
Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.
21. Notices
21.1. Any notice or other communication given to a party under or in connection with this Contract shallbe in writing and shall be:
21.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
21.1.2. sent via email as an attached electronically signed document.
21.2. Any notice or communication shall be deemed to have been received:
21.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
21.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service;
21.2.3. if sent by email, at 9.00 am on the next Business Day after transmission.
21.3. This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
1.1 The set-up phase of the Hosting Services includes those services provided by the Supplier or its contracted third parties to design, install, configure and test the Hosting Services, as well as the hosting facility and internet connectivity.
2.1 The Supplier shall procure, install and configure the hosting equipment to provide access to the Software. This includes the rack mounting of servers and related equipment, installation of system and database software components, configuration of clustering and cross-connects, installation of the Software, and loading of initial Customer Data.
3.1 All of the Hosting Services are professional hosting facilities which are cloud based.
4.1 The Supplier shall provide internet connectivity through an internet service provider at the hostingfacility. The connectivity shall include multiple, diversely routed high-speed connections, a firewall for security and a load balancer for traffic management and speed optimisation. The Customer shall, and shall ensure that its Authorised Users shall, make their own arrangements for internet access in order to access the Software.
4.2 The Supplier shall supply burstable bandwidth connectivity services. The connectivity shall include multiple connections and a network operations centre that monitors servers, the network platform and internet access.
5.1 The continuing Hosting Services provided by the Supplier or its contracted third parties, which allow for availability of the Software, include internet connectivity (as detailed in paragraph 4) above, load distribution management, security services, monitoring, back-up, release management and change control, and administration services.
6.1 The Supplier shall provide load-balancing services to distribute load and redundancy across application servers.
7.1 The Supplier shall provide security services as follows:
7.1.1 facility access shall be limited to the Authorised User and contracted third-party personnel;
7.1.2 the facility shall be monitored 24 hours a day, seven days a week through closed circuit video surveillance and shall require identification for access; and
7.1.3 data access security shall be provided through managed firewall services with security on all web pages, a private network path for administration and SNMP monitoring, and fully hardened servers.
8.1 The Supplier shall provide, 24 hours a day and seven days a week, monitoring of the computing, operating and networking infrastructure to detect and correct abnormalities. This includes environmental monitoring, network monitoring, load-balancing monitoring, web server and database monitoring, firewall monitoring, and intrusion detection.
9.1 The Supplier shall develop the back-up schedule, perform scheduled back-ups, provide routine and emergency data recovery, and manage the archiving process. The back-up schedule shall include at least weekly full back-ups and daily incremental back-ups. In the event of data loss, the Supplier shall provide recovery services to try to restore the most recent back-up.
10.1 The Supplier shall provide release management and change control services to ensure that versions of servers, network devices, storage, operating system software and utility and application software are audited and logged, and that new releases, patch releases and other new versions are implemented as deemed necessary by the Supplier to maintain the Hosting Services.
11.1 These services include the installation and administration of additional hardware, operating system and other software, and other resources as necessary to maintain the Hosting Services.
1. The Customer understands and acknowledges the Supplier is only able to provide the Leased Line Services through a wholesale provider. Therefore, the Supplier is only able to make such warranties and commit to such obligations as are set out in the Supplier’s contract with such wholesale provider. The Supplier is only able to pass on such guarantees to which it has the benefit and will use all reasonable endeavours to do so.
2. The Customer agrees to indemnify the Supplier irrevocably in full and on demand for any losses damages or claims that it may suffer as a result of any act or omission of the Customer placing the Supplier in breach of its contract with the wholesale provider.
The definitions and rules of interpretation in this clause apply in these conditions.
Contract - this Contract including these terms and conditions and the Schedule of Contract Details.
Customer - the person, firm or company who purchases Equipment from the Supplier.
Equipment - the equipment agreed in the Contract to be purchased by the Customer from the Supplier (including without limitation any part or parts of it) as set out in the Schedule of Contract Details.
Intellectual Property Rights - patents, utility models, rights to inventions, copyright and
neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Schedule of Contract Details - The Schedule of Contract Details that forms part of this
agreement between the parties on which sets out various details in respect of the Services and the charges and all other bespoke aspects of the Contract.
Software - any operating system installed on the Equipment but excluding the Customer’s own software.
Supplier - Twenty Four IT Services Ltd of Second Floor East, Unit F South Quay, Lakeside Boulevard, Doncaster, DN4 5PL (Company No: 9319771).
VAT - value added tax chargeable under English law for the time being and any similar additional tax.
1.2 Condition, Schedule and paragraph headings shall not affect the interpretation of this Contract.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Contract under that statute or statutory provision.
1.8 A reference to writing or written includes faxes and e-mail.
1.9 References to conditions and Schedules are to the conditions and Schedules of this Contract and references to paragraphs are to paragraphs of the relevant Schedule.
2.1 The Supplier may deliver the Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the applicable Contract. Each instalment shall be a separate Contract and no cancellation or termination by either party of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
2.2 No order which has been acknowledged by the Supplier (on the Schedule of Contract Details or otherwise) may be cancelled by the Customer, except with the agreement in writing of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss (including without limitation loss of profit), costs (including without limitation the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation.
3.1 The quantity and description of the Equipment shall be as set out in the Schedule of Contract Details.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.
3.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
3.4 The Supplier reserves the right (but does not assume the obligation) to make any changes in the specification of the Equipment which are required to conform with any applicable legislation or, where the Equipment is to be supplied to the Customer’s specification, which do not materially affect their quality or performance. Where the Supplier is not the manufacturer of the Equipment, the Supplier shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer to the Supplier.
3.5 The Supplier’s employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Equipment.
4.1 All prices shall be as stated in the Schedule of Contract Details on an item for item basis. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and other charges and duties.
4.2 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of such of the Equipment as has not been delivered to reflect any increase in the cost to the Supplier which is due to market conditions or any factor beyond the control of the Supplier (including without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, change in legislation, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Equipment which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier may invoice the Customer for the price of the Equipment on or at any time after delivery of the Equipment, unless:
5.1.1 the Equipment is to be collected by the Customer; or
5.1.2 the Customer wrongfully fails to take delivery of the Equipment,
and in either case the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Equipment is ready for collection.
5.2 Unless otherwise agreed on the Schedule of Contract Details, the terms of payment shall be: in the case of Equipment delivered in the United Kingdom, within 30 days of the date of the Supplier’s invoice, whether or not delivery has taken place or title in the Equipment has passed to the Customer.
Time for payment of the price shall be of the essence of the Contract.
5.3 If the Customer fails to make payment in full on the due date, the whole of the balance of the price of the Equipment then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
5.4.1 terminate the Contract or suspend any further deliveries of Equipment (whether ordered under the same contract or not) to the Customer;
5.4.2 appropriate any payment made by the Customer to such of the Equipment (or the Equipment supplied under any other contract between the Customer and the Supplier) as it thinks fit (despite any purported appropriation by the Customer);
5.4.3 charge interest on the amount outstanding from the due date to the date of receipt by the Supplier (whether or not after judgment), at the annual rate of 3% above the base lending rate from time to time of Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;
5.4.4 suspend all further manufacture, delivery, installation or warranty service until payment has been made in full;
5.4.5 make a storage charge for any undelivered Equipment at its current rates from time to time;
5.4.6 stop any Equipment in transit; and
5.4.7 a general lien on all Equipment and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to the Supplier. The Supplier shall be entitled, on the expiry of 14 days’ notice in writing, to dispose of such Equipment or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding.
5.5 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision of the Contract. This condition 5.5 is without prejudice to any right to claim for interest under the law, or any right under the Contract.
5.6 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
6. Delivery of Equipment and acceptance
6.1 The Supplier shall use its reasonable endeavours to deliver the Equipment on the date or dates specified in the Supplier’s acknowledgement of order, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence as to the delivery of the Equipment and the Supplier is not in any circumstances liable for any delay in delivery, however caused.
6.2 The Equipment may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Customer.
6.3 Delivery shall be made during normal business hours (excluding bank or public holidays). The Supplier may levy additional charges for any deliveries made outside such hours at the Customer’s request.
6.4 The Customer shall be responsible (at the Customer’s cost) for preparing the delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver and install the Equipment. If the Supplier is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, the Supplier may levy additional charges to recover its loss arising from this event.
6.5 The Customer shall be deemed to have accepted the Equipment when the Customer has had 7 days to inspect it after delivery and has not exercised in writing its right of rejection in accordance with condition 10.
6.6 The Supplier shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to the Supplier (or its carrier, if applicable) within three days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with the Supplier’s stipulations. Any remedy under this condition 6.6 shall be limited, at the option of the Supplier, to the replacement or repair of any Equipment which is proven to the Supplier’s satisfaction to have been lost or damaged in transit.
7.1 The Equipment shall be at the risk of the Supplier until delivery to the Customer at the place of delivery specified in the Schedule of Contract Details. The Supplier shall off-load the Equipment at the Customer’s risk.
7.2 Ownership of the Equipment shall pass to the Customer on the later of completion of delivery (including without limitation off-loading), or when the Supplier has received in full in cleared funds all sums due to it in respect of:
7.2.1 the Equipment; and
7.2.2 all other sums which are or which become due to the Supplier from the Customer on any account.
7.3 Until ownership of the Equipment has passed to the Customer under condition 7.2, the Customer shall:
7.3.1 hold the Equipment on a fiduciary basis as the Supplier’s Bailee;
7.3.2 store the Equipment (at no cost to the Supplier) in satisfactory conditions and separately from all the Customer’s other equipment or that of a third party, so that it remains readily identifiable as the Supplier’s property;
7.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and
7.3.4 keep the Equipment insured on the Supplier’s behalf for its full price against all risks with a reputable insurer to the reasonable satisfaction of the Supplier, ensure that the Supplier’s interest in the Equipment is noted on the policy, and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
7.4 The Customer’s right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 15 arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to the Supplier on the due date.
7.5 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer’s right to possession has terminated, to remove it. All costs incurred by the Supplier in repossessing the Equipment shall be borne by the Customer.
7.6 On termination of the Contract for any reason, the Supplier’s (but not the Customer’s) rights in this condition 7 shall remain in effect.
7.7 The Supplier may appropriate payments by the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.
The Supplier shall:
8.1.1 test and inspect the Equipment on delivery to ensure that it complies with the requirements of the Contract; and
8.1.2 if so requested by the Customer, give the Customer reasonable advance notice of such tests (which the Customer shall be entitled to attend).
9.1 If the Supplier refers to a software licence or Software in the Schedule of Contract Details, the price of the Equipment includes the licence fee for the Customer’s right to use the Software and the following provisions of this condition 9 shall apply to the use of such Software.
If the Customer is provided with any operating system software licence in respect of the Software, the
9.2 Customer shall sign and return it to the Supplier within seven days of installation of the software, unless the licence has been supplied on a “shrink-wrap” or “click-wrap” basis.
9.3 If no software licence has been provided to the Customer, the Customer hereby accepts a non-exclusive, non-transferable licence to use the Software on the following conditions:
9.3.1 the Customer shall not copy (except to the extent permissible under applicable law which is not capable of exclusion by agreement) or for normal operation of the Equipment), reproduce, translate, adapt, vary or modify the software, nor communicate it to any third party, without Supplier’s prior written consent;
9.3.2 the Customer shall not use the Software on any equipment other than the Equipment, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides;
9.3.3 such licence shall be terminable by either party on 28 days’ written notice, provided that the Supplier terminates only if the continued use or possession of the Software by the Customer infringes the developer’s or a third party’s rights, or the Supplier is compelled to do so by law, or if the Customer has failed to comply with any term of the Contract; and
9.3.4 on or before the expiry of this licence, the Customer shall return to the Supplier all copies of the Software in its possession.
10.1 The Supplier warrants to the Customer that the Equipment is free from defects of workmanship and materials. The Supplier undertakes (subject to the remainder of this condition 10), at its option, to repair or replace Equipment (other than consumable items) which are found to be defective as a result of faulty materials or workmanship within six months of delivery and installation. Unless the Supplier has advised the Customer that the Customer should have in place an extension warranty for such Equipment from the manufacturer in which case the Customer will need to rely on the terms of such extension warranty and the Supplier shall have no responsibility under this warranty at condition 10.
10.2 The Supplier shall not in any circumstances be liable for a breach of the warranty contained in condition 10.1 unless:
10.2.1 the Customer gives written notice of the defect to the Supplier within seven days of the time when the Customer discovers or ought to have discovered the defect; and
10.2.2 after receiving the notice, the Supplier is given a reasonable opportunity of examining such Equipment and the Customer (if asked to do so by the Supplier) returns such Equipment to the Supplier’s place of business at the Supplier’s cost for the examination to take place there.
10.3 The Supplier shall not in any circumstances be liable for a breach of the warranty in condition 10.1 if:
10.3.1 the Customer makes any use of Equipment in respect of which it has given written notice under condition 10.2.1; or
10.3.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice; or
10.3.3 the Customer alters or repairs the relevant Equipment without the written consent of the Supplier.
10.4 Any repaired or replacement Equipment shall be under warranty for the unexpired portion of any manufacturer’s warranty period.
10.5 The Supplier shall not in any circumstances be liable for any damage or defect to the Equipment caused by improper use of the Equipment, use outside its normal application, fair wear and tear and wilful damage.
11.1 The Supplier shall not in any circumstances be liable for any non-delivery of Equipment (even if caused by the Supplier’s negligence) unless the Customer notifies the Supplier in writing of the failure to deliver within seven days after the scheduled delivery date.
11.2 Any liability of the Supplier for non-delivery of the Equipment shall in all circumstances be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.
11.3 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under condition 16), the Customer shall in all circumstances be liable to pay to the Supplier all reasonable costs, charges or losses sustained by it as a result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.
11.4 In the event of any claim by the Customer under the warranty given in condition 10.1, the Customer shall notify the Supplier in writing of the alleged defect. The Supplier shall have the option of testing or inspecting the Equipment at its current location or moving it to the Supplier’s premises (or those of its agent or sub-contractor) at the cost of the Supplier. If the Customer’s claim is subsequently found by the Supplier to be outside the scope or duration of the warranty in condition 10, or the claim relates to a manufacturer’s warranty, the costs of transportation of the Equipment, investigation and repair shall be borne by the Customer.
12.1 The following provisions set out the entire financial liability of the Supplier (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
12.1.1 any breach of the Contract howsoever arising; and
12.1.2 any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising out of or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
Nothing in these conditions excludes or limits the liability of the Supplier for:
12.3.1 death or personal injury caused by the Supplier’s negligence; or
12.3.2 fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
12.4.1 the Supplier shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:
(a) loss of profits; or
(b) loss of business; or
(c) depletion of goodwill or similar losses; or
(d) loss of anticipated savings; or
(e) loss of goods; or
(f) loss of contract; or
(g) loss of use; or
(h) loss or corruption of data or information; or
(i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
12.4.2 the Supplier’s total liability in contract, tort (including without limitation negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited 85% of the Supplier’s insurance cover.
13. Intellectual Property Rights
13.1 If the Supplier manufactures the Equipment, or applies any process to it, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses (including without limitation consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier’s use of the Customer’s specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.
13.2 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Equipment are and shall remain the sole property of the Supplier or (as the case may be) third party rights' owner.
13.3 The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier.
13.4 The Supplier’s Intellectual Property Rights in and relating to the Equipment shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.
13.5 In relation to the Software:
13.5.1 the Customer acknowledges that it is buying only the media on which the software is recorded and the accompanying user manuals;
13.5.2 nothing contained in these conditions shall be construed as an assignment of any Intellectual Property Rights in the Software or user manuals; and
13.5.3 the Customer shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the Software and user manuals, and shall comply with all licence Contracts, terms of use and registration requirements relating to them.
14.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier’s business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer’s obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
14.2 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.
14.3 This condition 14 shall survive termination of the Contract, however arising.
15.1 Without prejudice to any other right or remedy available to the Supplier, the Supplier may terminate the Contract or suspend any further deliveries under the Contract without liability to the Customer and, if the Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous Contract or arrangement to the contrary if:
15.1.1 the ability of the Customer to accept delivery of the Equipment is delayed, hindered or prevented by circumstances beyond the Customer’s reasonable control;
15.1.2 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
15.1.3 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
15.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;
15.1.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;
15.1.6 the holder of a qualifying floating charge over the assets of Customer has become entitled to appoint or has appointed an administrative receiver;
15.1.7 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the Customer;
15.1.8 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within 14 days;
15.1.9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 15.1.2 to condition 15.1.8 (inclusive); or
15.1.10 the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
15.1.11 there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
15.2 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect.
15.3 Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
The Supplier reserves the right to defer the date of delivery, or to cancel the Contract or reduce the amount of Equipment ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock- outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or
direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub- contractors (Force Majeure Event).
No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
19.1 If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition shall not affect the validity and enforceability of the rest of this Contract.
19.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
20.1 Unless otherwise stated on the Schedule of Contract Details this Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.2 Each party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
Nothing in this condition shall limit or exclude any liability for fraud.
21.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under the Contract.
21.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
23.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing and shall be:
23.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
23.1.2 sent by fax to its main fax number.
23.2 Any notice or communication shall be deemed to have been received:
23.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
23.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
23.2.3 if sent by fax, at 9.00 am on the next Business Day after transmission.
23.3 This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this condition, “writing” shall not include e-mail.
The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation disputes or claims) are governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Priority - P1
Name - Critical
Description - Interruption making critical business functionality inaccessible or a complete network interruption causing a severe impact on services availability. There is no possible alternative.
This would include any issue likely to
cause financial loss to the business.
• All users affected
Response - 30 Minutes Standard users / 15 Minutes VIP Users
Resolution - 4 hours 24/7
Priority - P2
Name - Important
Description - Critical functionality or network access interrupted, degraded or unusable, having a severe impact on services availability. No acceptable alternative is possible.
This is where equipment would be in a failover position where a fix to regain redundancy is required.
• Users may perceive slow system access or some system components not fully functioning while remedial work is taking place.
Response - 1 Hour Standard users / 15 Minutes VIP Users
Resolution - 8 hours during contracted business hours
Priority - P3
Name - Normal
Description - Noncritical function or procedure, unusable or hard to use having an operational impact, but with no direct impact on services availability. A workaround is available. E.g. Password changes, existing network printer added or existing network share permission change
• Only individuals are affected and the issue has minimal impact on the business in relation to higher priority faults
Response - 1 Hour Standard users / 15 Minutes VIP Users
Resolution - 16 hours during contracted business hours
Priority - P4
Name - Low
Description - An individual’s application or personal procedure unusable, where a workaround is available or a repair is possible. This would cover change requests outside of password changes.
• A user’s job role has changed and security permissions, user accounts and application
settings require modification
Response - 1 Hour Standard users / 15 Minutes VIP Users
Resolution - 36 hours during contracted business hours
Note 1: The above SLA’s are defined with the understanding that TwentyFour IT Services has full access to the affected system and/or 3rd parties that need to be involved in the resolution are contactable a timely fashion in accordance with our SLA as set out above.
Note 2: Any change request that impacts network security, and/or data integrity will need to be authorised by a Company Director
Note 3: Failure to meet the contractual Resolution Service Level Agreement will result in service credits, which will be applied as per the matrix below. Service Credits are based on support fees only.
SLA % Met - >95%
Support Credit % - 0%
SLA % Met - 94%
Support Credit % - 5%
SLA % Met - 93%
Support Credit % - 6%
SLA % Met - 92%
Support Credit % - 7%
SLA % Met - 91%
Support Credit % - 8%
SLA % Met - 90%
Support Credit % - 9%
SLA % Met - <90%
Support Credit % - 10%
Overview
This Managed Services Support Agreement outlines the scope of services provided for an enterprise customer, specifically focusing on 1st and 2nd line IT support. Our objective is to ensure smooth and efficient IT operations, minimising downtime and maximising productivity.
Scope of Services:
Our Managed Services Support Agreement covers the following areas under 1st and 2nd line IT support:
1. Help Desk Services
2. Incident Management
3. Service Request Management
4. User Administration
5. System Monitoring and Maintenance
6. Technical Support and Troubleshooting
Detailed Service Description:
1. Help Desk Services
Description: The Help Desk is the primary point of contact for all IT-related issues and queries. Responsibilities:
- Logging and categorising all incoming requests and incidents.
- Providing initial assessment and diagnosis of issues.
- Escalating unresolved issues to 2nd line support or appropriate teams.
Examples:
- Responding to password reset requests.
- Guiding users through basic troubleshooting steps for common software issues.
- Answering queries about system access and usage.
2. Incident Management
Description: Managing and resolving incidents to restore normal service operations as quickly as possible. Responsibilities:
- Initial incident logging and prioritisation.
- Performing root cause analysis and temporary fixes.
- Monitoring incident resolution progress and updating stakeholders.
Examples:
- Resolving network connectivity issues for users.
- Addressing software application errors.
- Handling hardware malfunctions, such as printer or peripheral issues.
3. Service Request Management
Description: Handling and fulfilling service requests in a timely and efficient manner. Responsibilities:
- Logging service requests and assigning appropriate priority levels.
- Coordinating with other teams for service fulfilment if necessary.
- Communicating with users regarding the status and completion of their requests.
Examples:
- Setting up new user accounts and configuring access permissions.
- Installing approved software applications on user devices.
- Provisioning new hardware or upgrading existing equipment.
4. User Administration
Description: Managing user accounts and access rights to ensure secure and appropriate system usage. Responsibilities:
- Creating, modifying, and deactivating user accounts.
- Managing user permissions and access controls.
- Ensuring compliance with organisational policies and security standards.
Examples:
- Setting up email accounts and configuring mail clients.
- Assigning roles and access levels for different applications.
- Removing access for departing employees.
5. System Monitoring and Maintenance
Description: Proactively monitoring and maintaining IT systems to ensure optimal performance and availability. Responsibilities:
- Conducting regular health checks and performance monitoring.
- Performing routine maintenance tasks such as updates and patches.
- Identifying and mitigating potential issues before they impact users.
Examples:
- Monitoring network performance and identifying bottlenecks.
- Applying security patches to operating systems and applications.
- Checking backup logs and ensuring data integrity.
6. Technical Support and Troubleshooting
Description: Providing technical assistance and troubleshooting support for more complex issues that cannot be resolved by 1st line support.
Responsibilities:
- Diagnosing and resolving hardware and software issues.
- Collaborating with vendors and third-party support for specialised problems.
- Documenting solutions and creating knowledge base articles for future reference.
Examples:
- Troubleshooting complex email delivery issues.
- Resolving software compatibility problems.
- Liaising with hardware vendors for warranty repairs and replacements.
Exclusions
The following activities are not covered under this agreement:
1. 3rd line support and advanced technical consultancy.
2. Infrastructure changes and major upgrades.
3. Non-standard software and hardware support.
4. On-site support (unless specified in a separate agreement).
5. PMO time that absorbs more than 1 hour per week of any project resources from TwentyFour IT Services
Conclusion
This Managed Services Support Agreement ensures that your IT operations are supported efficiently through robust 1st and 2nd line IT support. By covering essential areas such as help desk services, incident management, and user administration, we aim to provide a reliable and responsive support environment that meets your enterprise needs.
Help Desk