Terms & Conditions

Latest Update: 20/06/2025

1. Our Responsibilities

  1. We will make all reasonable efforts to inform you of any potential or actual disturbances to your network before commencing work if we believe our work may impact unaffected parts.
  2. We will keep you promptly updated about unforeseen significant issues arising from or relating to this Agreement.
  3. We will carry out our responsibilities diligently and hold the appropriate spare parts to facilitate these responsibilities.
  4. While on-site, our Employees will follow any of your health and safety procedures provided to us.
  5. We undertake to keep any confidential information, systems, or processes disclosed by you safe, secure, and confidential.
  6. Upon request, we will provide performance statistics related to the services we provide.
  7. We will minimize disruption to your business as we fulfill our responsibilities.
  8. We are responsible for carrying out our duties with due care and for any failures by our Employees.

2. Your Responsibilities

  1. Prompt payment of our invoices is required in line with the agreed payment terms in Section 6.
  2. Essential information requested to complete the Support Services Agreement must be provided. If not, our ability to fulfill responsibilities may be affected, and we will not be liable for response time failures.
  3. We may charge a reasonable fee for costs incurred when essential information is not provided.
  4. We must be remunerated for work conducted at your request outside this Agreement, including but not limited to:
    • Repairing damage not caused by us;
    • Site visits for unnecessary maintenance or work related to equipment not covered by this Agreement; and
    • Consultancy work not covered under this Agreement.
  5. Charges for additional work are based on our current labor rates plus parts and expenses.
  6. If we install temporary equipment while yours is repaired, you must allow us to re-install and remove our equipment within 20 working days of notification.
  7. You must make backup copies of all software on supported equipment before our arrival. Backup services we provide will incur an additional hourly rate.
  8. Your cooperation is essential while we work to resolve issues.
  9. Notify us promptly about any significant issues related to this Agreement.
  10. Provide health and safety procedures or policy when requested.
  11. Ensure that any confidential information, systems, or processes we provide are kept safe and secure.
  12. Maintain responsibility for the integrity and security of your data.
  13. Supply access to necessary software and licenses, such as printer drivers or OS software.
  14. Ensure proper environmental conditions, including:
    • Safe electrical power and wiring in compliance with local codes;
    • Power surge and brownout protection;
    • Temperature, humidity, dirt, and dust control;
    • Protection from external hazards such as shocks or airborne chemicals.
  15. We are not liable for damages from power surges or environmental conditions without installed protective devices.
  16. Client data, whether stored on-site or in our facility, remains your responsibility. While we will ensure data safety and backup, quality assurance requires regular restoration tests at your cost.

3. Confidentiality

  1. All information (written or spoken) obtained about each other's business due to this Agreement must remain confidential during and after this Agreement, except when:
    • Information was already known;
    • Information becomes public knowledge, not due to a breach of this clause.

4. Inspection, Lending, and Return of Products

  1. You must allow us to inspect Products after notice. Upon termination or expiry of Product hire, Products must be returned in Average Saleable Condition within two days, properly packed per the manufacturer's recommendations.
  2. Average Saleable Condition: Products must be usable, defect-free, and in good working order without markings. You will be liable for damages, missing or defective parts, or accessories.
  3. Equipment lent remains our property and must be kept safe, in good repair, and not removed from your premises without written permission.
  4. Any of your equipment we are repairing or testing remains your property, and we will take reasonable steps to keep it safe.
  5. Property damaged by one party while in possession of the other shall be repaired at the liable party’s expense.

5. Encouraging Employees to Leave

  1. Throughout the duration of this Agreement, and for a period of twelve (12) months after the Termination Date or any other date upon which this agreement ceases to exist, including renewals, both parties agree not to employ or offer employment to any person employed by the other party within the previous year. "Employ" means engaging a person as an employee, director, subcontractor, or independent contractor.
  2. If this clause is broken, the liable party must pay the other damages equal to the relevant employee’s annual salary and any training costs from the preceding 12 months.

6. Payment and Charges

  1. The supplier will invoice the customer monthly for sums due.
  2. Payment in full is due on the date specified by the invoice.
  3. Scheduled payments for subscription services must be made by direct debit; other payments may be made by bank transfer.
  4. Invoices are sent via email; the customer must provide a relevant email address.
  5. All charges must be paid, whether the service is used by the customer or another.
  6. The supplier may charge interest on unpaid amounts at 4% per month until payment is made.
  7. Additional fees include:
    • £25 plus VAT for declined payments;
    • £95 plus VAT per unpaid installment for arrears administration.
  8. Payment of the final invoice for project work signifies customer satisfaction with the work.

7. Term of Agreement

  1. This Agreement is governed by English law; disputes will be settled under English legal jurisdiction. US goods (including technical information) imported under license require US authority approval for re-export.
  2. Disputes not amicably resolved will go to arbitration with an Arbitrator from the Chartered Institute of Arbitrators.

8. Renewal of Agreement

  1. This Agreement renews automatically for 12-month terms unless canceled in writing or by email at least 28 days before term end.
  2. Premiums may increase with inflation; we will notify you of any changes.

9. Termination of Agreement

  1. This contract may be terminated:
    • By customer with at least 28 days’ notice coinciding with the minimum term completion.
  2. The supplier may terminate immediately if the customer:
    • Breaches contract terms and fails to rectify within 14 days of notice;
    • Changes control;
    • Enters a financial arrangement impacting solvency.
  3. Upon termination, the customer shall:
    • Pay outstanding invoices and charges for the remaining minimum term based on the average of the last 3 months’ billing;
    • Pay repossession, repair, and administration costs;
    • Comply with Product return obligations or compensate for non-compliance.

10. Suspension

  1. The Service may be suspended by the Supplier without notice.
  2. If the service is suspended, we will tell the customer what needs to be done before it can be re-instated, but the customer must continue to pay all charges while the contract is active.
  3. Suspension may affect the availability of other services, and the supplier is not liable for this impact.
  4. The Service may be suspended if:
    • The customer breaches this contract or another with the supplier;
    • There is a change of control of the customer;
    • The customer enters financial arrangements indicating potential insolvency.

11. Exceptions

  1. We reserve the right to withdraw support if:
    • Fees are outstanding;
    • Problems are due to neglect or misuse;
    • Supported systems have been relocated or resold without notice.
  2. Only labor and travel time for providing Technical Support at locations listed in the agreement are covered; parts and supplies are excluded.
  3. We are not liable for delays due to acts beyond our control, such as strikes, natural disasters, or third-party disruptions.
  4. We assume no liability for any financial loss due to hardware or software issues and are not liable for consequential damages or losses, including software or data damage.

12. Essential Details

  1. Essential details are required to fulfill our responsibilities. We can assist technically if necessary, but this incurs a charge for a network audit service.
  2. For each support location, we require:
    • The full address, site contact, and pertinent contact details;
    • System configuration details (preferably with a diagram);
    • Health and safety policy and procedures.

13. Details We Would Like

  1. If possible, please provide:
    • Location maps;
    • Site maps for large sites.

14. Force Majeure

  1. The Supplier is not liable for delays or failures due to events beyond reasonable control, such as power surges, strikes, fire, flood, or other natural events.

15. Monitoring Calls

  1. The Supplier may monitor and record calls related to customer services and telemarketing for training and quality improvement purposes.

16. Warranties and Liabilities

  1. This contract constitutes the entire agreement. The customer acknowledges no reliance on external representations.
  2. The supplier does not guarantee uninterrupted or fault-free service and is not liable for service interruptions.
  3. The supplier is not liable for indirect or consequential losses or losses due to third-party defaults.
  4. The supplier is not responsible for fraudulent calls made via the service; the customer must employ all available security measures.