General Terms

1 Introduction to the documents that form the Contract

1.1 This documenttogether with various attachments forms a Contract between you (the “Account Holder”) and Computec I.T. Ltd, “we”, “us”.

1.2 This Master Services Agreement (“MSA”) and its Schedules set out the overall agreement between you and us. The MSA covers the general terms of the agreement. Schedules A, B, etc cover specific terms relevant to particular Services we may provide to you.

2 Definitions

2.1 Account Manager: a member of our staff who is designated as your primary point of contact with us.

2.2 Business Customers: if you use the Equipment or Services other than as a Consumer Customer then you are a Business Customer and our relationship is a business one for legal purposes. If you would like us to invoice a Business for residential services, our relationship is also a business one for legal purposes.

2.3 Computer: any personal or server computer we are providing our services to.

2.4 Consumer Customers: if you use the Equipment or Services for purposes outside of your trade, business or profession you are a Consumer Customer, unless clause 2.2 applies.

2.6 Equipment: any equipment that we supply or which is used by you in connection with a Service.

2.7 Premises: your place of business or any other location where you require Managed Equipment to be installed or our representatives, agents, contractors or employees to attend in providing the Service.

2.8 Managed Equipment is any equipment, software or services that you have specified to us unless we notify you otherwise. Managed Equipment also includes any other equipment, software or services that we have not supplied but which we have agreed to support under a Managed Computing Service Plan.

2.9 Minimum Period: the minimum period for which a Service agreement will run, as set out in the Service Schedule.

2.10 Product: an item of software or hardware that we supply, license or sell to you.

2.11 Service: any service we provide to you in accordance with Schedule A, Schedule B, any Service Schedule annexed to this agreement, and any invoice for services.

2.12 Service Level, Service Level Agreement, “SLA”: a measurable standard of performance of our Services which we agree to work to. Service Levels are set out in the Service Schedules.

2.13 Service Schedule: a part of this agreement that sets out the details of a Service that we will provide to you.

2.14 Service Start Date: the date when a particular Service starts, set out in the Services Schedule.

3 What we will do for you

3.1 We will provide you with the Services set out in this MSA and in the Service Schedules which refer to this MSA.

3.2 We will from time to time provide you with Consultancy Services as set out in Schedule C.

3.3 We will provide the Services with reasonable skill and care to normal professional standards.

3.4 We aim to make your computing experience as hassle-free as possible. You agree that computers, software and their associated products are often supplied in an imperfect state and that our role is to reduce the effects of such imperfections rather than to eliminate or correct them.

4 General conditions of supply of our Services

4.1 Administration

4.1.1 If our engineer is not able to access your premises at a time that we have arranged with you, there may be an additional charge for each re-visit.

4.1.2 We will specify certain requirements for the installation of Equipment. If these requirements are not met, we may cancel your Service and charge you our costs. These costs will not exceed the installation fees you would have paid if the installation had been successful. Alternatively, at our discretion, we may complete the installation and charge you our normal consultancy fees for any unforeseen time and costs.

1. You will provide an appropriate support surface for the Equipment which is within one metre of an electrical power socket and any necessary telephone or network sockets. You will ensure that this surface is clear of all objects before we visit the Premises.
2. You will obtain at your own expense all necessary consents and permissions for the installation of the Equipment at your premises. You will prepare the location for the Equipment in accordance with our instructions. It is your responsibility to restore the condition of your premises after installation.
3. You will provide, pay for and maintain the telephone lines required for any Internet Connection that is supplied. You will not change the location, billing details or telephone numbers of such lines without our prior agreement.
4. You will provide at your expense sufficient electricity to power the Equipment.
5. You will ensure that the Equipment conforms to all relevant Health & Safety requirements.

4.1.3 You agree that we may act as your agent with the Equipment supplier for the purpose of resolving problems with the Equipment and if necessary requesting the supplier to repair it.

4.1.4 After any work that we do for you, we may request that you confirm to us in writing within 24 hours that the work has been completed and is to your satisfaction. If you do not confirm this, we may on our sole judgement declare that the work is complete and satisfactory.

5 Duration and Termination

5.1 This Contract will commence on the date of your signature of these terms or of despatch of our acceptance of your order, whichever is earlier, and shall continue in force until terminated by either party in accordance with clause 5.2. It shall apply to all Services supplied by us from time to time in accordance with any Service Schedule.

5.2 How you can end a Service

5.2.1 You may cancel any Service at any time after the Minimum Period of 6 months without penalty by giving us 60 days notice. If you cancel a Service within the Minimum Period specified for that Service then you will be liable for all the unpaid fees for the Minimum Period.

5.2.2 You may terminate this agreement immediately by giving written notice for any continuing material breach of this agreement by us and, if the breach is capable of remedy, we fail to remedy it within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

5.2.3 You may cancel this contract without notice if we go into liquidation, suffer or make any winding up petition, make an arrangement with creditors, have an administrator or receiver appointed, or enter any form of insolvency proceedings other than for the purposes of amalgamation or reconstruction.

5.3 We may terminate the supply of any Service or of this Contract:

5.3.1 For any reason by giving you 30 days notice;

5.3.2 Forthwith, where a Service is provided using a facility provided to us by a third party and that facility for any reason becomes unavailable or available only on significantly changed terms, in which case we will use our best endeavours to find a replacement service;

5.3.3 Forthwith, without notice if you do not comply with your payment obligations under clause 6 or for any continuing material breach of this agreement by you and, if the breach is capable of remedy, you fail to remedy it within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

5.3.4 Forthwith, without notice if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator or receiver appointed, or enter any form of insolvency proceedings.

5.4 If we know or have any reason to believe that our storage of your Backup Data exposes us, our customers or any third party to any risk of legal action, particularly in relation to the matters set out in clause 7.1 we reserve the right to terminate your Services. Provided that we have suffered no loss as a result of storing your Backup Data we shall refund your charges on a pro-rata basis for any unused Services but otherwise shall have no further obligation to you.

5.5 What happens when a Service ends;

5.5.1 You will immediately follow our instructions to destroy or return to us all Products licensed to you under this Contract.

6 Fees and changes to this contract

6.1 You will pay the fees set out in your Service Schedule monthly in advance by automatic standing order on the day agreed on acceptance of these terms or as otherwise agreed with us. We will send our invoices to your email address unless otherwise agreed with us.

6.2 You shall make all payments due under the Service Schedules without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.

6.3 You must notify us of any disputes in amounts owed within 7 days of receipt of an invoice. Failure to notify us within this time will be construed as a waiver of any of its rights to dispute the invoice.

6.4 You agree to the acceptance tests and procedure attached to any Service Schedule.

6.5 You acknowledge that our Services are provided using facilities provided to us by third parties. We reserve the right to increase our charges at any time subject to 14 days notice to you, whether to reflect increased costs to us from such third parties or otherwise.

7 Acceptance

7.1 Once the Managed Equipment and any Service or part of any Service referred to in the Acceptance Test Schedule has successfully passed the Acceptance Tests the Managed Equipment and such Service or part thereof shall be accepted by you and you shall sign the Acceptance Tests Schedule acknowledging acceptance of the Managed Equipment and such Service or part thereof.

8 Your Obligations to us (“Your Obligations”)

8.1 You agree not to use the Services in any way, or for any data, that: infringes on the intellectual property rights (including patents, copyrights, trademarks and service marks) of any third party; Violates any law or regulation; Is defamatory, libellous, unlawfully threatening or unlawfully harassing; Is obscene, pornographic or indecent; May damage the property, systems or data of others; Involves risks of death, personal injury, severe property damage or environmental damage; Involves life support systems, devices or applications; Breaches a contractual commitment between you and a third party.

8.2 Save to the extent permitted by law you will not try to decompile or reverse engineer the Products. You will not try to use our Services in any other way than how we have offered them to you. You will not attempt to connect to our servers except as provided in the Service.

8.3 In the event that any Equipment, Service or Product that we provide to you as part of our Services is subject to a third party licence we shall advise you of the terms of such licence and you hereby agree to abide by such terms. Except when specifically agreed, you agree that any licensed Products that we provide are part of the Services and you do not own them or have any property rights over them.

8.4 We aim to keep your data as private as possible. You acknowledge that in certain situations our staff may be in a position to see the contents of files on your computer. We will apply every safeguard to ensure that our staff do not violate the privacy of your data in any way.

8.5 You will ensure that all data is backed up on any Equipment that you ask us to perform work on.

9 Data Protection

9.1 We undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation insofar as the same relates to the provisions and obligations of this Agreement.

9.2 We undertake that we will comply with obligations equivalent to the obligations of a ‘data controller’ under the provisions of the seventh data protection principle as set out in the Data Protection Act 1998, Schedule 1.

9.3 In addition, we:

9.3.1 warrant that we have appropriate technical and organisational measures in place against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data held or processed by us and that we have taken reasonable steps to ensure the reliability of any of our staff who have access to personal data processed in connected with this agreement;

9.3.2 undertake that we will act only on your instructions in relation to the processing of any personal data in connection with this agreement; and

9.3.3 undertake to allow you access to any relevant premises on reasonable notice to inspect our procedures described above.

9.4 The obligations set out in this clause 8 shall remain in force not withstanding termination of this Agreement.

9.5 You understand that you can use encryption and personal security programs to increase the security and privacy of your files. You agree that if any of your files are particularly private then you will use such precautions. You agree that if you are required under any professional or statutory regulations to keep your data confidential or secure then you will encrypt them so that our support staff cannot have access to them when working on your equipment. You understand that we are not authorised by any financial regulators such as the UK Financial Services Authority or the US Securities and Exchange Commission.

9.6 We gather and hold personal data about you, including your name, physical and email addresses, and telephone numbers; we do not hold your credit card information. Our Privacy Policy is available from our web site and states how we will use and protect your personal data.

9.7 All of our employees sign a Client Data Confidentiality Agreement, a copy of which is available on request.

10 Warranty

10.1 We warrant that all services supplied under this Agreement will be carried out with reasonable care and skill by personnel whose qualifications and experience will be appropriate for the tasks to which they are allocated.

10.2 You acknowledge that it is your responsibility to ensure that the facilities and functions described in the Schedules meet your requirements.

10.3 Where we sell Equipment to you we warrant that the Equipment will be free from material defects and be of satisfactory quality and that any software provided by the company will substantially meet the specifications set out in any accompanying documentation. Where possible we will transfer to you the benefit of any warranty or guarantee given to us.

10.4 Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, express or implied, statutory or otherwise is given or assumed by us, and all such warranties, conditions, undertakings and terms are hereby excluded to the fullest extent permitted by law.

10.5 If in any month we fail to deliver a Service in accordance with the Service Levels agreed for that Service, we will refund the fees for the month in which the failure took place by making a credit to your account. You must notify us within a month of any failure in the Service.

10.6 We shall have no liability to you for any loss of your original data due to any error or omission by you, or due to any event that takes place at your Premises, unless such event is caused by our negligence. You should where possible obtain your own insurance cover for any equipment or software that has not been supplied by us.

10.7 You acknowledge that software can never be guaranteed to be error free. We do not warrant that all errors can and will be corrected. We shall use our reasonable endeavours to correct errors in the Service or Managed Equipment.

10.8 You must promptly notify us of any non-conformance to the above warranties in order to benefit from the remedy stated above, and in any event within three months.

11 Liability

11.1 In no event will we be liable for any damages resulting from lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission by us, whether such damages were reasonably foreseeable or actually foreseen.

11.2 Your statutory rights as a consumer (if any) are not affected. All liability that is not expressly assumed in this Agreement is hereby excluded to the fullest extent permitted by law. These limitations will apply regardless of the form of action, whether under statute, in contract or tort, including negligence, or any other form of action. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.

11.3 Our insurance covers Public and Products Liability to a limit of £1,000,000. Professional Indemnity to a limit of £50,000.

12 Retention of title

12.1 Ownership of Equipment you purchase from us (the Goods) shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of the Goods and all other sums which are or which become due to us from you on any account.

12.2 Until ownership of the Goods has passed to you, you must:

12.2.1 hold the Goods on a fiduciary basis as our bailee;

12.2.2 store the Goods (at no cost to us) separately from all your other goods or any third party in such a way that they remain readily identifiable as our property;

12.2.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

12.2.4 maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you shall produce the policy of insurance to us; and

12.2.5 hold the proceeds of the insurance referred to in clause 12.2.4 on trust for us and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

12.3 Until ownership of the Goods has passed to you, your right to possession of the Goods shall terminate immediately if:

12.3.1 you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part thereof, or a resolution is passed or a petition presented to any court for winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or

12.3.2 you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe/perform any of your obligations under this agreement or any other contract between us, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or

12.3.3 you encumber or in any way charge any of the Goods.

12.4 We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from us.

12.5 You grant us, our agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.

13 Intellectual Property

13.1 Intellectual Property includes trade marks, service marks, domain names, logos and other branding elements (“Marks”); and patents, copyrights, inventions, know-how, processes and software; and all associated rights in these.

13.2 All Intellectual Property Rights in the Products, Services and their associated Marks remain the property of us or our suppliers, except where expressly stated.

13.3 Where we provide software to enable you to use the Services, we grant you a non-exclusive, non-transferable licence to use the software solely in connection with those Services.

13.4 You hereby agree that you will comply with any terms and conditions reasonably required by the owner of the copyright in any software to protect the owner’s interest in that software.

14 Miscellaneous

15.1 You many not transfer this Contract or any part of it to another party without our agreement in writing. We may transfer its rights or obligations to a company in the same group as us without your consent.

15.2 This Contract binds you and each of your employees, agents and persons associated with you, including any of your associated companies and organisations that receive or use our Services or Products.

15.3 Either you or we can temporarily overlook a breach of a term of this contract and still have the right to enforce it at a later date.

15.4 It may happen that a part of this Contract is deemed to be invalid, unenforceable or illegal. In that case, we will modify that part to make it valid, enforceable and legal; we will make the modification in the way that best reflects the original intention of the part. The modified Contract will then become the agreement between us.

15.5 Notwithstanding that the whole or any part of any provision of this Contract may prove to be illegal or unenforceable the other provisions of this Contract and the remainder of the provision in question shall remain in full force and effect.

15.6 No term of this Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

15.7 Any notices and complaints under this contract must be in writing by email or paper to:

15.8 You at the email address or physical address held in our records for you

15.8.1 Us at the email address or physical address specifieds.

15.9 This Contract will be construed in accordance with, and will be governed by, the law of England and Wales. Each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

15.10 This agreement and any Service Schedules that refer to it are the entire agreement between you and us.

 

Schedule A: Managed Computing

16 Service Plans

16.1 Where we agree to cover your computers under one of our Managed Computing service plans, your fees for the service plan will cover the work that is included in that service plan. YOUR SERVICE PLAN MAY EXCLUDE SOME OF THE SERVICES DESCRIBED IN THIS SECTION. Your choice of Service Plan determines which of these Services are covered by your fees.

16.2 The fees for your Service Plan are calculated on the basis of the number and type of computers and other equipment that we are supporting. When you add or remove equipment we will adjust the fees accordingly. You are responsible for telling us that you have added or removed equipment. When you add computers to your network and we discover them then we will deem them to be covered and chargeable unless you notify us otherwise in advance.

16.3 Where a Service Plan has a restriction on the amount of time we will spend on each support Case, we will charge you at our applicable consultancy rates for remote work in excess of the time limit. The time limit applies to each Case logged in our support system. You agree that we do not need your prior approval to do work in excess of the time limit.

16.4 All problems relating to a single underlying fault are a single Case.

16.5 ‘Remote’ support refers to work that is done from our offices. ‘Onsite’ support refers to work done outside our premises.

17 Support Service

17.1 The Support Service includes

17.1.1 The Support Service is available only for items that we have agreed to support (the ‘Managed Equipment’).

17.1.2 We will keep the Managed Equipment working in the condition, and to the standard, that it was supplied by us (‘Operational Order’). If a part of the Managed Equipment is not in Operational Order, we will endeavour to restore it to Operational Order.

17.1.3 We will endeavour to solve faults remotely whenever possible. We will choose whether to use remote management tools or site visits. We will choose when to reinstall applications or the entire operating system. We may choose to defer minor problems that can’t be solved remotely until our next scheduled site visit.

17.1.4 We provide first line support for any software we supply or specify. If we cannot resolve a problem we may choose at our discretion to reinstall the software. In extreme cases we will hand the problem over to the manufacturer. Any fees charged by the manufacturer will be payable by you.

17.1.5 We provide first line hardware support for the Managed Equipment. If we cannot resolve a problem we will hand it over to the supplier under any maintenance cover or warranty that you have. This may include replacement of hardware where it cannot be fixed.

17.1.6 We provide first line support for any third-party services that we resell to you provided that you are paying any Managed Computing fees for those services. If we cannot resolve a problem we may choose at our discretion to refer it to the supplier. The supplier’s service level agreement will apply where it is less stringent than our own.

17.1.7 You must inform us of any faults as soon as they arise. If you delay informing us of obvious warning signs in the Managed Equipment then the fault may grow and cause additional damage. We reserve the right to charge our normal consultancy fees if such delays cause us additional work.

17.1.8 We will respond to faults according to any Service Level Agreement that exists between us. If there is no such agreement we will respond with our best efforts. The response time runs from when we receive your notice of a fault. We may prioritise faults and will endeavour to inform you of any such prioritisation.

17.1.9 If the fault is one that may be corrected through our web site help area we may refer you to the web site. You agree to perform any actions that we request of you to help correct the fault, such as restarting the computer and checking cables.

17.1.10 If we cover a computer that we have not supplied and agree that it does not need to be reloaded immediately with a clean operating system and applications, we may defer the cost of such a reload until such time as we deem it necessary. If you then decline to pay the reload fee we may immediately terminate the Service for that piece of equipment and we will have no obligation to do any further work on it.

17.2 Support case priorities

17.2.1 We will create a ‘case’ record in our fault management system for each fault that you report or we find. We will determine the priority of each case based on its severity, its urgency and the proportion of your users affected. We use the following guidelines when assessing a case:

17.2.2 High priority cases are those that significantly affect the work of an entire office.

17.2.3 Medium priority cases are those that significantly affect the work of one user.

17.2.4 Low priority cases are those for which there is a workaround.

17.2.5 Change requests are cases where there is no fault but a new setting or user needs to be created or new software installed.

17.3 Notifying us of a problem

17.3.1 You can notify us of a question or problem by telephone, email or our web site. You must use one of the contact points specified by us for logging problems. If you use other contact points our response and fix times may be longer than expected.

17.3.2 We will provide a single point of initial contact for all faults with the Managed Equipment and Services. This contact will be by web form or telephone. We cannot guarantee to meet our Service Levels until we have given you a reference number for the fault.

17.4 Hours of operation

17.4.1 Our standard hours of operation are 0900 to 1800 UK local time, Monday to Friday excluding UK bank holidays. These are the hours during which we will respond to support problems and perform remedial work. If you require us to do work outside our standard hours we may charge you additional fees.

17.4.2 If we agree to offer the Service outside of our standard hours we will work on a best endeavours basis and we cannot guarantee any response or fix times, unless otherwise agreed.

17.4.3 We may at our discretion offer to perform work outside our standard hours, in which case we may charge you additional fees. This includes performing remedial work on Managed Equipment that has failed during standard hours.

17.5 What the Service does not include

17.5.1 We cannot correct any faults inherent in the Managed Equipment or enhance the original specification of it.

17.5.2 The Service does not include installing or moving hardware, software or Services. Any additions are subject to our confirmation that the requested items are compatible with and appropriate for the Managed Equipment.

17.5.3 The Service does not include setting up or configuing systems but we will perform a reasonable level of general server administrative tasks including adding new users, resetting passwords, and managing MS Exchange/Kerio and its mailbox sizes.

17.5.4 The Service does not include hardware warranties, repairs or replacements.

17.5.5 The Service does not include information or support (‘Tuition’) about how to use third party programs, operating systems or pieces of hardware. The Service does not include responding to questions about how to do the following: achieve specific outputs or results; change the preferences, options, or customise a program; integrate the Managed Equipment or a program with another piece of software or hardware; perform tasks that aren’t covered by the relevant user’s manual or instructions.

17.5.6 Any Tuition information we provide is on an ‘as is’ basis. If we provide you with links to or details of third party information or services we make no guarantees about the quality or suitability of these services.

17.5.7 Unless specifically stated the Service does not include support for third party services such as Internet connections, email services and file storage services.

17.5.8 The Service does not include the cost, supply or installation of consumables such as printer cartridges and paper, compact disks, DVDs, floppy disks, batteries and cables.

17.5.9 The Service does not include the disposal of hardware or any other materials. You are responsible for the disposal of all hardware purchased by you.

17.5.10 The Service does not include insurance of any form.

17.5.11 Data and backups: the Service does not include data management such as cataloguing files, archiving files to permanent offline storage, splitting large files into smaller ones, managing versions of files, database administration, encryption and decryption of files, deleting old and temporary files, and searching for files. The Service does not include disaster recovery services except for providing online access to any Backup Data that is available through our Services.

17.5.12 Anti-virus and security: the Service does not include anti-virus software for the Equipment, anti-virus for any email services, network firewalls, surge protectors, and uninterrupted power supplies since the pricing of these cannot be fixed in advance. We require all these to be present and will supply such software as agreed between us for additional fees.

17.6 Viruses, hacking and other unauthorised use of the Managed Equipment

17.6.1 If the Managed Equipment is affected by unauthorised usage or access we will restore it to working order subject to the following conditions: we reserve the right to charge consultancy fees where the fees for the Service do not reflect the amount of work involved; you accept that there may be some or total loss of your data.

17.6.2 If you do not allow us to restore the Managed Equipment to our satisfaction we may terminate the Service immediately on it and require you to disconnect it from any networks.

17.7 General technical conditions

17.7.1 You must give us Administrator-level access to all Equipment at all times and we may refuse to give you Administrator-level access to it. You will not change the Windows/Apple Mac OSX ‘Computer name’. You will not remove or change the settings of any software that we use to manage the Managed Equipment.

17.7.2 You must use anti-virus filtering on your operating system and inbound email, surge protectors on all Managed Equipment, and uninterrupted power supplies on all Managed Equipment servers. All these must be approved by us.

17.7.3 If you store any data on the Managed Equipment then you must ensure that it is backed up to a physically separate location. You understand that in many situations we may need to erase all data on the Managed Equipment in order to fix faults and that computer data stored in only one location is susceptible to loss without warning.

17.7.4 You must ensure that at all times your network allows us to remotely access the Managed Equipment. If you prevent us from gaining remote access to the Managed Equipment we may not be able to provide the Service.

17.7.5 Your Managed Equipment must be connected to the Internet through a connection, including modem and firewall, that we have approved. When it is not connected, or the connection does not meet our technical requirements, we cannot guarantee to provide the Service to you. Our requirements include the Internet communications protocols and ports that are open to us; your connection speed; your firewalls and their configurations.

17.7.6 Where Managed Equipment is connected to the Internet by a connection that we supply or manage, and the connection is not working, we may be unable to provide the full Service until the connection is working again.

17.7.7 Software and hardware that we have not supplied are “Unsupported Items” unless we agree to support them. If you install Unsupported Items on the Managed Equipment, you do so at your own risk. We may remove or ask you to remove any Unsupported Item that in our sole opinion causes or may cause faults in the Managed Equipment or Services.

17.7.8 Where Managed Equipment becomes unsupportable through age, wear and tear, or usage in excess of its specifications, or is out of warranty, we reserve the right to require you to upgrade the Managed Equipment. If you do not upgrade the Managed Equipment we may terminate the Service on it.

17.7.9 We may at our discretion impose business-class requirements on Managed Equipment servers including: Anti-virus services, a clean and airconditioned physical environment, defragmenter, limits on mailbox sizes, Raid 5 disk redundancy, Uninterruptible Power Supply. and having your relevant Internet domains and Internet connection hosted by us.

17.8 General operational conditions

17.8.1 We are not responsible for repairing or fixing hardware breakages. You should ensure that you are covered by manufacturers’ warranties for all Managed Equipment. As a minimum we recommend “Next Business Day” maintenance contracts.

17.8.2 Where we have agreed to manage a warranty provided to you by a manufacturer, you must initiate any claims under the warranty through us. If you do not and you later ask us to act for you, we reserve the right to charge additional fees or refuse to take on the work.

17.8.3 Where we agree a time to visit your Premises or perform work for you, we will make best efforts to keep to that schedule. We do not make any guarantee, implicit or explicit, to keep to that schedule.

17.8.4 We can provide continuity of Service only whilst the Managed Equipment is connected in accordance with our Engineers’ recommendations. If you wish to move the Managed Equipment to another Location, we recommend that you consult one of our engineers to ensure that the Managed Equipment is disconnected and reconnected in a manner that does not adversely affect the Service. If you move the Managed Equipment without consulting an engineer you do so at your own risk. If you are unsuccessful in reconnecting the Managed Equipment and require any of our engineers to visit your premises, you will be charged for re-connection.

17.8.5 If you move a Broadband Internet connection to another Telephone Data Line, you must inform us before making any changes. You may have to pay charges for the original internet connection while it is subject to a minimum period of service. You may have to pay a set-up fee for the new Internet connection and an installation fee if any of our engineers need to visit you.

17.8.6 You agree to give us physical access to the Managed Equipment when we need it.

17.8.7 If the Equipment cannot be returned to normal working order by connecting from our Service Sites, we may hand the problem to the Equipment Supplier. If necessary, we or a component’s manufacturer may swap a faulty component for a similar working component. We will make every effort to ensure that any such replacement component is as close in specification to the faulty one as possible.

17.8.8 We reserve the right to do urgent repair work that falls outside of the Service if we deem it necessary. We will endeavour to seek your approval of any additional charges in advance.

17.8.9 You are responsible for keeping records of all licences for your Equipment including software and services.

17.9 Self-help

17.9.1 You agree that in the event of a fault you will check our web site help areas, if available, for the solution to the fault and perform any actions that our web site suggests to correct the fault, such as restarting the computer and checking cables, before contacting us.

17.9.2 You understand that our charges are based on being able to support the Managed Equipment remotely and you agree that you will help us by performing any tasks that we may reasonably require, including restarting hardware, checking cables and performing diagnostic tests. If you are unable to help us and we have to visit your Premises to rectify a fault that we could have directed you to rectify, we reserve the right to charge our normal consultancy rates for the visit.

17.10 Termination

17.10.1 We will provide Software Upgrades from time to. If you do not accept a Software Upgrade, we may at our discretion give you 7 days notice and then terminate the Services to which the Upgrade relates.

18 Monitoring and Maintenance Service

18.1 We will monitor the Managed Equipment to give advance warning of and reduce the likelihood of any failure or breakdown in it. The monitoring tools cannot detect all impending faults and may not always prevent hardware failure.

18.2 If we see a fault and decide that it is significant, we will raise a case in our system and fix it under the terms of your Support service. You agree that we will not notify you of all faults nor get your agreement before fixing them. We undertake to raise cases only for faults that do or could affect the operational health of your systems and not for cosmetic issues.

18.3 We will keep Microsoft Windows, Apple Mac OSX and certain other applications we select, up to date with software upgrades, fixes, service packs and patches (“Software Upgrades”) as they are released by the manufacturer.

18.4 We will install Software Upgrades at our discretion. We may choose to not install them if they are faulty, do not provide significant improvements, or require additional payment. We may delay installing them until we have tested them to our satisfaction.

18.5 Where we provide you with anti-virus software as agreed between us we will keep the anti-virus software and services on the Managed Equipment up to date.

19 Additional Services

19.1 Account Management

19.1.1 As part of the Service we will provide you with a named Account Manager who will be your primary contact for all non-technical communications.

19.1.2 Account management: the Service does not include regular account management meetings, creating financial budgets and other management reports, or carrying out purchasing and licensing research.

19.1.3 We include a reasonable amount of advice and consultancy time in the Service commensurate with the size of your orders. If you require more work than we consider reasonable we will agree a charging basis with you in advance.

19.2 Scheduled site visits

19.2.1 We will send an Engineer to your sites on a regular scheduled basis. We will set the duration and frequency according to your needs.

19.2.2 During site visits we will as far as possible fix any accumulated minor problems.

19.3 Computer replacement

19.3.1 This Service does not include the supply of any hardware, software or other licences, nor the cost of disposal of old equipment.

19.3.2 We will install and configure a new desktop or laptop to replace one that has been, but will no longer be, covered under a Support Service, provided that we have agreed a replacement is necessary.

19.3.3 We will move your data from a folder of the old computer to the same location on the new computer.

19.3.4 We will install a reasonable number of applications on the new computer provided you give us a list of the applications beforehand and any installation disks and licences that are needed. If you have installed any programs yourself, or changed the preferences or settings on any programs, you may have to reinstall or reconfigure them again yourself. We can do this for you at extra cost which will be agreed in advance.

19.4 OS reinstall

19.4.1 We will re-install the operating system on a desktop or laptop when we decide that it is the most efficient way to solve a fault.

19.4.2 We will move your data from the ‘Documents’ folder of the old installation to the same location on the new installation.

19.4.3 We will install a reasonable number of applications on the new installation provided you give us a list of the applications beforehand and any installation disks and licences that are needed. If you have installed any programs yourself, or changed the preferences or settings on any programs, you may have to reinstall or reconfigure them again yourself.

19.4.4 We may decide to perform this work on our premises in which case we may charge transport fees.

19.5 Server reload

19.5.1 We will re-install the operating system on a server when we decide that it is the most efficient way to solve a fault on the server. This service does not apply to servers that we did not originally set up.

19.5.2 We will move the data on the server to the new installation and re-install the applications on it.

19.5.3 We may decide to perform this work on our premises in which case we may charge transport fees.

 

Schedule B: Consultancy Services

20 Consultancy work

20.1 When we do work that is not covered by a fixed-price Managed Computing service plan, we will work on a consultancy basis. We will charge you for costs and time spent on consultancy work according to our prevailing standard rates.

20.2 Consultancy services will be provided with our prior consent and at mutually agreeable dates and times.

20.3 We do not make any commitment as to our availability for Consultancy work.

20.4 You agree that you are responsible for ensuring your data is backed up. We are not responsible or liable for the loss of any data or the loss of working time due to consultancy work that we perform.

21 Project work

21.1 A Project is pre-planned consultancy work done to a specification and timetable (“Project Plan”). Work that is not included in the Project Plan is not included in any budget for the Project.

22 Change requests

22.1 A Change Request is a request to make changes to a Project Plan. A Change Request must be approved by us and may include changes to the timetable, specifications and budget of the Project.

22.2 If you want to alter a Project you must submit a Change Request in writing to your Account Manager, ahead of the work that you want to change. We may refuse to change the Project Plan, in which case we will offer you the option of terminating the Project.

22.3 We may make a Change Request when circumstances outside our control mean that a Project Plan is no longer achieveable. In this situation we will offer you the choice of accepting the Change Request or terminating the Project.

23 Suspension of work

23.1 If you suspend a Project for more than one month we may deem you to have terminated the Project.

24 Terminating a Project

24.1 If you terminate a Project then we will charge you for all work done and all costs incurred on the Project. If we have agreed a fixed cost for the Project then we may charge you for hours worked at our standard consultancy rates.

 

Schedule C: Third-Party Services

25 General

25.1 For goods and services that we resell, unless otherwise specified:

25.1.1 We will charge you for support at our consultancy rates.

25.1.2 We will provide support within our standard business hours.

25.1.3 We do not provide any service level guarantees.

26 Anti-virus

26.1 We cannot guarantee that any anti-virus software will keep the Equipment or your data free from computer viruses, worms, trojans, hacking or any other unauthorised access.