Terms and Conditions for the supply of computer hardware and software: – Technologist

1. Definitions and Interpretation

1.1 The following are the standard Terms and Conditions under which Neuways (The Company) sells computer hardware, licences computer software and supplies related Services. These Terms and Conditions shall, unless otherwise expressly stated in writing, apply to the subject matter of any Agreement in respect thereof.

1.2 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Acceptance Certificate or Proof of Delivery”	Means a document to be used in conjunction with the supply of “Products” to be signed by “The Customer” on delivery indicating their acceptance of that delivery
“Agreement”	Means any Agreements entered into between “The Company” and a “Customer” to which these standard Terms and Conditions apply
“Customer”	Means the individual, business, or other organisation with whom “The Company” contracts
“Supplier”	Means any “Supplier” of “Products” or “Services” to “The Company”
“Products”	Means computer hardware, software and associated equipment that may be supplied by “The Company”
General description of technical and organisational security measures	a) Encryption of relevant datab) Ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and “Services”. Ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident. Process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. These measures might be updated as and when required
“Services”	Means any service supplied by “The Company”.

1.3 Any reference to a day or days refers to business days – that is any day which is not a weekend or public or bank holiday in the United Kingdom.

1.4 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2. Customer Orders

2.1 Customer orders, if accepted by The Company, shall be subject to these Terms and Conditions and to the availability of all relevant Products and Services.

2.2 Exclusivity clause: The Customer agrees that The Company shall be its exclusive Supplier of Products and Services for the purposes of completing The Customer’s order.

3. Price Lists

Price lists, catalogues and any other promotional material supplied by The Company do not constitute contractual offers capable of acceptance. Subject to sub-clause 4.3 of these Terms and Conditions, prices shown in any such materials may be subject to change at any time prior to the entry by The Company and The Customer into a binding Agreement.

4. Quotations

4.1 All quotations are deemed to be subject to these Terms and Conditions and shall be valid for 7 days unless otherwise stated on the quotation.

4.2 The Company reserves the right to withdraw or amend any quotation prior to The Agreement.

4.3 The Company reserves the right to withdraw or amend any quotation following The Agreement where:

4.3.1 Products or Services are withdrawn by the Supplier;

4.3.2 the Supplier increases the charges for Products or Services to The Company; or

4.3.3 specifications of Products or Services are varied by the Supplier.

5. Product Specifications

5.1 The Company shall use reasonable endeavours to advise The Customer of variations to Product specifications following formal notification to The Company of such variations by the Supplier.

5.2 Where changes to Product specifications significantly alter the price or fitness for purpose of the Products The Company and The Customer shall agree upon such changes in writing or arrange for the supply of alternative Products.

5.3 Changes to Product specifications shall not provide grounds for cancellation of Customer orders unless such cancellation is agreed to in writing by The Company and The Customer.

6. Hardware and Software Products

6.1 Products shall be supplied by The Company on the Terms and Conditions of use for such Products as defined by the suppliers at the time of delivery.

6.2 The Company gives no warranty to The Customer in respect of Products that are purchased by The Company from a Supplier for resale to The Customer but shall take reasonable steps to assist The Customer in pursuing warranty claims against the relevant Supplier.

6.3 Unless otherwise specified in The Agreement, The Company shall only deliver non-modifiable and executable run-time versions of Software.

6.4 The Customer must comply with the terms of the Supplier’s software licenses.

7. Delivery and Acceptance

7.1 Unless it is agreed otherwise delivery shall be to The Customer’s address as specified in The Agreement.

7.2 The Company shall not be liable for any shortfalls in delivery or variation from Product specification on delivery unless a claim in writing is made by The Customer within 7 days of delivery.

7.3 In circumstances where The Company has attempted to physically deliver Products to The Customer and The Customer is unable or unwilling to accept such delivery, The Customer will be charged for the cost of the failed delivery in addition to all subsequent attempts. If The Customer is unable to accept delivery, a new date shall be set by mutual agreement of the parties. If The Customer is unwilling to accept delivery, the parties shall seek to vary The Agreement as appropriate by mutual Agreement or The Customer shall seek to terminate The Agreement in accordance with Clause 18 of these Terms and Conditions.

7.4 Where the necessity for such has been agreed in advance and not otherwise The Customer shall sign The Company’s Acceptance Certificate or Proof of Delivery stating on signature any defects or exclusions.

7.5 Acceptance of a delivery requiring an Acceptance Certificate or Proof of Delivery is deemed to occur on the signing of the Certificate or Proof of Delivery on the date of delivery, which date shall be recorded on the Certificate or Proof of Delivery.

7.6 The Company shall on the signing of the Acceptance Certificate or Proof of Delivery be entitled to invoice The Customer.

7.7 If, as a result of defects or exclusions in a delivery of Products or the provision of Services, The Customer does not sign a required Acceptance Certificate or Proof of Delivery, further work may be agreed between the parties to remedy such defects. The Company shall use all reasonable endeavours to undertake such work without delay.

7.8 If, as a result of defects or exclusions in a delivery of Products or the provision of Services, The Customer does not sign a required Acceptance Certificate or Proof of Delivery and subsequently uses the Hardware or Software, or the results of Services provided without prior agreement as to any remedial work on the part of The Company then The Customer is deemed to have accepted the same.

8. Warranty

8.1 Subject to Clause 6.2 of these Terms and Conditions and in respect of a Product that is directly produced by The Company or Services provided directly by The Company, the only warranty given by The Company to The Customer is that The Company shall in accordance with normally accepted professional standards make good as quickly as is reasonably possible and at its own expense any defects identified on any relevant Acceptance Certificate or Proof of Delivery or which develop during a period of 30 days after delivery of the Product or performance of the Services.

8.2 The Company does not warrant that the Products are free from minor errors not materially affecting performance. Such errors shall not be rectified in the absence of a prior written Agreement to the contrary.

8.3 The undertaking given in this clause shall not apply if the Product has been altered by any party other than The Company or has been operated or run on any platform or in any environment inappropriate for the Product.

9. Return of Products

9.1 The return of Products shall be at the sole discretion of The Company but in any circumstance where The Company agrees to accept return of Products for any reason then The Customer shall:

9.1.1 Advise the Company within 3 days from the date of delivery of Products by The Company of the reason(s) for the return of Products;

9.1.2 obtain a returns form from The Company prior to any return of Products;

9.1.3 complete and return to The Company the return form to arrive at The Company within 7 days from the date of delivery of Products by The Company;

9.1.4 properly pack the Products in the original packing where possible and include a detailed packing list;

9.1.5 return the Products in the condition in which they were received to arrive at The Company within 14 days from the date of delivery of Products by The Company; and

9.1.6 take no action to affect any warranties that may cover the Products.

9.2 The Company shall be entitled to levy to The Customer a reasonable administration charge (amounting to no more than the cost of return delivery and the staff time spent on handling the return) in respect of return of Products and The Customer shall pay the same to The Company within 14 days of invoice.

10. Title and Risk

10.1 Risk of loss or damage in respect of any tangible item shall pass to The Customer on delivery or collection of the item by The Customer or his agent.

10.2 The legal and beneficial ownership of Products and/or associated material supplied as part of Products and/or Services shall remain with The Company until payment in full in respect of all such Products and associated material supplied as part of Products and/or Services has been received by The Company in accordance with the terms of The Agreement.

10.3 Until such payment is received in full, The Company may without prejudice to any of its rights recover or resell any of the Products and/or associated material and may enter upon The Customer’s premises by its servants or agents for that purpose.

10.4 Where a licence shall be granted by a Supplier and/or The Company to The Customer then The Customer shall not have the benefit of the licence until payment in full has been received by The Company.

11. Charges

11.1 The Company shall render to The Customer an invoice or series of invoices in GBP (Pound Sterling) pursuant to the supply of Products and Services.

11.2 Charges specified in The Agreement do not include VAT (Value Added Tax) which, if applicable, shall be added at the rate in force at the time of supply.

11.3 Unless specified in The Agreement and subject to Clause 7 of these Terms and Conditions:

11.3.1 all Products shall be invoiced on the date of despatch to The Customer or collection of Products by The Customer or his agent; and

11.3.2 all Services shall be invoiced in full and in advance.

11.4 Without prejudice to any other rights The Company may, in respect of any failure by The Customer to pay the charges or other monies payable pursuant to The Agreement, charge interest at the rate 3% above the base rate of the Bank of England from time to time in force, before and after judgement on any amount due from The Customer to The Company from the date due for payment until payment is received.

11.5 In the case of supply to a Customer outside the UK, The Customer shall be responsible for all import levies, customs duties, or other similar taxes of whatever nature.

11.6 Where travel and subsistence expenses are incurred by The Company, a 0% administration charge shall be added to these expenses and such expenses as surcharged shall be payable to The Company by The Customer within 30 days of being invoiced.

12. Payment

12.1 The time stipulated for payment shall be of the essence of The Agreement and failure to pay within the period specified shall, in the absence of a written explanation from The Customer that has been duly accepted by The Company, render The Customer in material breach of The Agreement.

12.2 Invoices shall be payable in GBP (Pound Sterling) within any other period stated for a particular charge or invoice but in any event no later than 30 days of the invoice date.

12.3 If payment of any invoice is otherwise due it shall become automatically due immediately on the commencement of any act or proceeding in which The Customer’s solvency is involved.

13. Renewal

13.1 We will inform you of your automatic renewal 30 days before your initial subscription period is due to end. Your subscription will continue to be automatically renewed until you cancel your contract as described in Clause 19.

13.2 We will inform you of any change in price at least 30 days before the change is due to take effect. If you do not agree to such a change, you may cancel the Contract as described in Clause 19.

14. Customer’s Obligations

14.1 During the continuance of The Agreement The Customer shall:

14.1.1 provide, free of charge, reasonable usage of machine time, communications, stationery, media, suitable working accommodation, and access deemed necessary by The Company to fulfil The Agreement and shall provide an appropriate environment or platform to enable The Company to provide the Services or test run any Product. The Customer warrants to The Company that The Customer shall provide and environment capable of receiving the Services or Products;

14.1.2 furnish The Company promptly upon receipt of a request such information as The Company may reasonably require for the provision of the Services;

14.1.3 nominate prior to the provision of any of the Services under The Agreement an authorised representative to be its prime point of contact with The Company during the continuance of The Agreement;

14.1.4 ensure the accuracy and validity of all data and technical information provided to The Company;

14.1.5 allow The Company reasonable access to its employees for the purpose of investigation and discussion in connection with The Agreement and ensure that its employees cooperate fully with The Company in relation to the provision of the Services;

14.1.6 provide free and safe access to the location as is necessary by The Company to comply with its obligations under The Agreement; and

14.1.7 ensure that equipment provided by The Company for the purpose and provision of The Agreement shall not be modified, changed, or removed without prior written permission of The Company. Where such equipment is modified, changed, or removed then the cost of restoring or replacing the equipment shall be recovered from The Customer.

14.2 The Company and The Customer shall indemnify each other and keep each other fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by negligent act or omission, wilful misconduct, or breach of contract by the other, its employees or agents.

15. Performance

15.1 The Company shall use its reasonable endeavours to comply with any day or dates for despatch or delivery of Products and for the supply of Services as stated in The Agreement. Unless The Agreement contains express provisions to the contrary, such dates shall constitute only statements of expectation and shall not be binding. If The Company, having used its reasonable endeavours, fails to despatch, or deliver the Products, or to supply or complete the Services by such date or dates whether binding or not, such failure shall not constitute a breach of The Agreement. The Customer shall not be entitled to treat The Agreement as thereby repudiated or to rescind it or any ancillary Agreement in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting therefrom.

15.2 When expedited delivery is agreed to by The Company and The Customer and necessitates overtime or other additional costs, The Customer shall reimburse The Company for the amount of such overtime payment or other costs and shall pay the same within 30 days of invoice.

15.3 If performance of The Agreement is suspended at the request of or delayed through default of The Customer including, but without prejudice to, the generality of the foregoing, incomplete or incorrect instructions, or refusal to accept delivery of the Products or Services for a period of 30 days, The Company shall be entitled to payment at the then prevailing rates for the Services already performed, Products supplied or ordered and any other additional costs thereby incurred and The Customer shall pay such sums within 30 days of invoice.

16. Business Associates and Delegation

16.1 The Company may delegate any of its obligations or responsibilities arising out of The Agreement to any of its business associates. Performance by such associates shall be deemed to be performance by The Company.

16.2 The Customer may not assign the benefit or burden of The Agreement in any way.

16.3 At the written request of The Customer, The Company may, at its sole discretion, agree to novation of The Agreement. Such Agreement must be evidenced in writing.

17. Proprietary Rights

17.1 Unless otherwise specified in The Agreement, copyright and all other proprietary rights in the Products and associated documentation and any documentation supplied in respect of the Services and all parts and copies thereof shall remain vested in The Company or, for third party Products, in the Supplier.

17.2 In respect of software where the proprietary rights are vested in The Company, only a non-exclusive and non-transferable licence for the purpose for which the software has been made available to The Customer is deemed to be granted by The Company and only then on condition that The Customer fulfils all their relevant obligations arising out of The Agreement.

18. Liability

18.1 The following provisions set out The Company’s entire liability (including any liability for the acts and omissions of its employees) to The Customer in respect of:

18.1.1 any breach of its contractual obligations arising out of The Agreement; and

18.1.2 any representation, statement or tortious act or omission, including negligence arising out of or in connection with The Agreement.

18.2 The Customer’s attention is drawn to the following provisions:

18.2.1 The Company’s liability to The Customer for death or injury resulting from its own or that of its employee’s negligence shall not be limited;

18.2.2 any act or omission on the part of The Company falling within this clause shall be known as an Event of Default; and

18.2.3 subject to the limit set out below The Company shall accept liability to The Customer in respect of damage to the tangible property of The Customer resulting from the negligence of The Company or its employees or the breach of contract by The Company.

18.3 Subject to the provisions of clause 17.2.1:

18.3.1 The Company’s entire liability in respect of any Event of Default shall be limited to the value of The Agreement;

18.3.2 The Company shall not be liable to The Customer in respect of any Event of Default for loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by The Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or The Company had been advised of the possibility of The Customer incurring the same. If multiple Events of Default give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under this Agreement; and

18.3.3 The Company shall have no liability to The Customer in respect of any Event of Default unless The Customer shall have served notice of the same upon The Company within one year of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

18.4 The Customer hereby agrees to afford The Company not less than 30 days in which to remedy any Event of Default.

18.5 Nothing in this clause shall confer any right or remedy upon The Customer to which it would not otherwise be legally entitled.

19. Cancellation of Order

The Customer shall not be entitled to cancel an order for any Product(s) and/or Service(s) or any part thereof except upon terms which reimburse The Company for loss of profit and all costs, charges and expenses incurred by The Company in respect of the Product(s) and/or Service(s) or any part thereof up to the date of receipt by The Company of written notification of cancellation from The Customer.

20. Termination

20.1 Without prejudice to any other provision contained within these Terms and Conditions or of any Agreement, The Company may terminate The Agreement by notice in writing in any of the following events:

20.1.1 The Customer commits a material breach of The Agreement which is incapable of remedy; or

20.1.2 The Customer commits a material breach which is capable of remedy but which The Customer fails to remedy within 30 days of written notice by The Company specifying the Event of Default and the required remedy.

20.2 The Company and The Customer may, by notice in writing to the other, terminate The Agreement if the other shall have a receiver or liquidator appointed or shall pass a resolution for winding up (otherwise than for the purpose of amalgamation or reconstruction), if a court shall make an order to that effect or if the other party shall enter into composition or arrangement with its creditor(s) or shall become insolvent. Such an event shall be deemed to be a material breach incapable of remedy.

21. Consequences of Termination

21.1 Any termination of The Agreement howsoever caused shall not affect any accrued rights or liabilities of either The Company or The Customer arising out of The Agreement.

21.2 On termination of The Agreement for any reason, The Customer shall return forthwith to The Company the Products and all copies thereof, the documentation and the media supplied therewith and other items in the possession of The Customer which are the property of The Company.

22. Intellectual Property Indemnity

22.1 The Company shall indemnify and hold The Customer and its employees from and against all loss, damage, cost, and expense resulting from or arising out of any threatened or actual infringement of patents, copyright, registered designs, or other intellectual property rights belonging to any party provided that The Customer shall:

22.1.1 notify The Company in writing of any allegation or infringement;

22.1.2 make no admission without The Company’s consent; and

22.1.3 at The Company’s request allow The Company to conduct and/or settle all negotiations in or prior to litigation and give The Company all reasonable assistance in respect thereof.

23. Confidentiality

23.1 The Company and The Customer shall keep confidential the following:

23.1.1 The Agreement and all other information of the other party obtained under, or in connection with, The Agreement; and

23.1.2 all oral communications, representations and information of any kind made by either party or their representatives or advisors pursuant to the conclusion or fulfilment of The Agreement.

23.2 The provisions of this Clause 23 shall not apply to:

23.2.1 any disclosure of the information contained in Clauses 22.1.1 and 22.1.2 for which the written Agreement of both parties has been obtained;

23.2.2 any information in the public domain otherwise than as a result of a breach of The Agreement;

23.2.3 information that was already in the possession of the receiving party prior to disclosure by the other party; and

23.2.4 information obtained from a third party who is free to divulge the same.

23.3 The Company and The Customer shall divulge confidential information only to those employees who are directly involved in the use of the Product(s) and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.

23.4 The obligations of the parties as to disclosure and confidentiality shall come into effect on the signing of The Agreement and shall continue in force notwithstanding the termination of The Agreement.

24. Health and Safety

24.1 The Customer shall take all reasonable precautions to ensure the health and safety of The Company’s employees while on The Customer’s premises.

24.2 The Company shall not be liable to The Customer in any civil proceeding brought by The Customer against The Company under any Health and Safety Regulations, except where such exclusion of liability is prohibited by law.

24.3 The Customer shall indemnify and keep indemnified The Company in respect of any liability, monetary penalty or fine in respect of or in connection with the Product(s) and Service(s) incurred directly or indirectly by The Company under any Regulations, orders or directions made thereunder arising or resulting from The Customer’s default.

25. Notices

25.1 Any notice pursuant to The Agreement shall be in writing signed by a Director of The Company or by some person duly authorised by a Director of The Company and shall be delivered personally, sent by prepaid recorded delivery (airmail if overseas) or by facsimile transmission to the party due to receive such notice at the address of the party as shown in The Agreement or to such other address as shall be notified in writing to the other party to The Agreement from time to time.

25.2 Any notice delivered personally shall be deemed to be received when delivered. Any notice sent by prepaid recorded delivery shall be deemed (in the absence of evidence of earlier receipt) to be received 48 hours after posting (6 days if sent by airmail). In proving the time of despatch, it shall be sufficient to show that the envelope containing such notice was properly posted.

25.3 Any notice sent by facsimile transmission shall be deemed to have been received upon receipt by the sender of the correct transmission report.

26. Arbitration

Subject to The Agreement of the parties, if any dispute or difference shall arise between The Company and The Customer on any matter relating to or arising out of The Agreement, such a dispute shall be referred to the arbitration of a single Arbitrator to be agreed upon by the parties or, failing agreement, to be appointed by the then President of the Law Society of England and Wales.

27. Waiver

The rights and remedies of either party under The Agreement shall not be diminished, waived, or extinguished by the granting of any indulgence, forbearance, or extension of time by the other party nor any failure or delay by the other party in asserting or exercising any such rights or remedies.

28. Severance

If at any time any one or more clause, sub-clause, paragraph, subparagraph or any other part of The Agreement or these Terms and Conditions is held to be, or becomes, void or otherwise unenforceable for any reason under any applicable law the same shall be deemed omitted and the validity and/or enforceability of the remaining provisions of The Agreement or these Terms and Conditions shall not, in any way, be affected or impaired thereby.

29. Variation

No variation in the provisions of The Agreement shall be of any effect unless made in writing and signed on behalf of The Customer and The Company.

30. Set-Off

Neither The Company nor The Customer is entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under The Agreement or any other Agreement at any time.

31. Force Majeure

31.1 In the event that either party is prevented from fulfilling its obligations under The Agreement by reason of any supervening event beyond its control including, but not limited to, war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 31.2) the party shall not be deemed to be in breach of its obligations under The Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.

31.2 Sub-clause 31.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.

31.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.

31.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

32. Non-Solicitation

Neither The Customer nor The Company shall, during the term of The Agreement and for a period of 12 months thereafter, solicit or entice away or endeavour to solicit or entice away from the other any employee who has worked under The Agreement without written consent of the other.

33. Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute concerning it, or its interpretation shall be adjudicated in that jurisdiction.

34. No Poaching

For the term of this Agreement and for the period of 12 (twelve) months thereafter, without the prior written consent of the other party, neither party shall either directly or indirectly solicit or entice away (or seek or attempt to entice away) from the employment of the other party any person employed (or any person who has been so employed in the preceding 12 (twelve) months) by such other party in the provision or receipt of the Services. In the event of employment being offered and accepted by an employee of either party without due written consent then the employing party shall pay the equivalent of 12 (twelve) months’ salary of the employee to the other party.

0. Changes to Terms and Conditions

0.1. “The Service Provider” reserves the right to supersede the below Terms and Conditions as and when necessary to comply with new regulations, legislation, or a changing service environment. These changes will be communicated to “The Customer” in writing.

1. Definitions

The following expressions shall have the following meanings:

1.0. “The Schedule” means either an existing contract detailing the Duration, “Services”, Fees and Payments or a document communicated to you separately that contains the specific terms of “The Agreement” with “The Service Provider”.

1.1. “The Agreement” means the combination of these Terms and Conditions and “The Schedule”, signed by “The Customer”; and the acceptance of it under condition 3.

1.2. “The Services” mean the “Services” to be provided by “The Service Provider” to “The Customer” as described in the “The Agreement”.

1.3. “The Fees” mean the fees payable for “the “Services”, as specified in the “The Agreement”.

1.4. “The Customer Data” means all and any information, data, computer files or other material supplied by “The Customer” to “The Service Provider”; such as passwords, usernames and other information generated and processed by Neuways for the duration of the contract.

1.5. “The Deliverables” means any software, documentation or other material provided to “The Customer” by “The Service Provider”; all “Products” and materials developed by Neuways in relation to the Project or “Services” in any media, including, without limitation, computer programs, data, diagrams, reports, and specifications (including drafts).

1.6. “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other Intellectual Property Right recognised in any part of the world whether or not presently existing or applied for.

1.7. “Commencement Date” has the meaning set out in “The Agreement”.

1.8. “Services and Support”: the “Services” to be provided by Neuways under the Contract, which may include one or more of Hosting, Installations, Maintenance, Support, Training, and any other “Services” detailed in the quote. “Support”: such as monitoring, hardware and/or software support as defined in “The Agreement”.

1.9. “Third Party Contracts”: the software licences, equipment leases, support and service Agreements specified in “The Agreement”.

2. Duration

2.1. “The Agreement” shall remain in force for a minimum period as defined in 60.1 and/or “Start Date” to “End date” and “Duration (Months)” in “The Agreement” and shall continue until terminated in accordance with the provisions of “The Agreement”.

2.2. These conditions shall:

(a). apply to and be incorporated in the Contract; and

(b). 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.

2.3. “The Agreement” and these Terms and Conditions constitute the entire Agreement between the parties. “The Customer” acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Neuways Ltd which is not set out in “The Agreement” or Terms and Conditions.

2.4. Exclusivity clause: “The Customer” agrees that “The Company” shall be its exclusive “Supplier” of “Products” and “Services” for the purposes of completing “The Customer’s” order.

3. “Services”

3.1. If either “The Service Provider” or “The Customer” suggest any change to the “Services” during the period of “The Agreement” this change must be mutually agreed and recorded in writing before it can take effect

3.2. If “The Customer” should suggest any change to the “Services”, “The Service Provider” will be entitled to charge “The Customer” at standard rates for the investigation and implementation of such a change.

3.3. The “Services” will be provided on an exclusive basis. For the avoidance of doubt, ‘Exclusive Basis’ shall mean that no other vendor or “Service Provider” should provide any of the “Services” laid out in “The Agreement”, or provide “Services” without our explicit consent, whilst this Agreement is in force; this is to ensure that the management of the “Services” and devices is under “The Service Provider’s” control.

3.4. The “Services” that are in scope are as follows:

What is included as standard (in scope)

Of course, you expect us to be here when you need us. To fix things as they go wrong. A lot of the time we fix things in the background as our monitoring highlights issues and resolve them as they occur. With our managed service package, we are delighted to offer you the following “Services”.

3.4.1. Team focused service with a dedicated team leader –

Whilst you do have access to over 30 (thirty) dedicated technicians covering all aspects of IT, your service is managed by a smaller dedicated team. In the first instance, we will route your calls to your team. This means that the team have a more intimate understanding of your infrastructure and particular challenges which ensures they can come into a call with the relevant preparation.

3.4.2. Dedicated Account Manager –

Your Account Manager is an integral part of your dedicated team – they are your point of contact and are here to listen to your challenges and put in place “Services” that you require.

3.4.3. Holistic IT –

For us to deliver the best service we need to know and understand all your IT. This allows to make sure any new equipment or software will function with what you currently have and will help you avoid making an investment that may not work. We will also make sure, where we can, that you do not go down technology cul-de-sacs by purchasing technologies that may constrain your future business development.

3.4.4. Schedule of renewals –

We will advise you of the best warranty for your equipment for its type and age. This will enable you to get an engineer on site in a timescale that meets your business needs in the event of a problem.

We will let you know when your important subscriptions for critical protection “Services” are due to expire so you maintain a defence against spam, malware and external threats and attacks.

We can also provide your schedule so you can include the costs in your future budgets.

3.4.5. Helpdesk support for all your devices and equipment –

We don’t just look after your PCs or servers; we will help you solve issues with all your equipment which also includes printers and mobile devices.

3.4.6. Server Administration –

Additions or Modifications to User accounts, Shared Files or Security Settings on the Server.

3.4.7. Virtualisation Management –

Additions or Modifications to User accounts, Shared Files or Security Settings on the Server.

3.4.8. Proactive Monitoring and Alerting on Servers –

Remote Monitoring of server system assets to identify potential problems before they arise. We install agents on your servers which alert us of changes to your equipment that may indicate a problem. Often, we can manage issues without you even knowing they have occurred.

3.4.9. 3rd Party Liaison –

Assistance or Support with 3rd Party Providers – we will manage your call and chase the other contributors to the call resolution, so you don’t have to spend time speaking with multiple people.

3.4.10. Patching –

Applying essential and critical patches and fixes to systems that we look after for you and are controlled by us directly, so your systems are up-to-date and you are both protected, and get best from the equipment you have invested in.

3.4.11. Consumables and Peripherals –

Sourcing and delivery of consumables and peripherals based on purchase order at our best price. Printer cartridges, toners, printers, discs etc. We check pricing daily from a range of suppliers and we can normally arrange next day delivery to your business.

3.4.12. Licensing –

We monitor your licenses to assist you in always staying legal. Being under licenced can mean you are at risk of prosecution from software vendors which may lead to fines, the choice of removing the software or paying for it and being publicly named and shamed. This can lead to severe reputational damage to your business, which is why we will keep a close eye on your licence use and ensure you stay legal, where we have access to all relevant information.

Our in-house licence experts will advise you as to the best plan to suit your needs in terms of functionality balanced against the cost of the software.

3.4.13. Strategy Consulting –

Your IT and business systems strategy should meet the needs of your business.

We will work with you to define and develop your entire IT strategy to ensure that it can scale to your needs whilst keeping your business safe. If you need to review your business system and consider Best of Breed or Enterprise Resource Planning (BOB v ERP) then our background in enterprise systems will help you consider all the options. As part of your managed service, you will also have access to our IT Strategy Consultants.

3.4.14. Expert Representation –

A sure way to deepen a customer or “Supplier” relationship is to integrate your business systems with theirs. This can be by EDI, XML, or other methods. When you can offer such “Services”, you become a key player in the supply chain.

So, if you are approached by a customer or “Supplier” and need one of our Systems Architects or Business Analysts to attend a business meeting, with you and on your behalf, then we will be available to help. Your business partner will recognise that you are a ‘can do’ business – and we ‘can do’ this for you.

3.4.15. Disaster Recovery Review –

We will take you through some disaster scenario’s and explain to you, depending on the scenario, how long it will take you to be back in business. We will then work with you to put a solution in place where you have a clear understanding of the risks and how you can best mitigate them.

3.4.16. Sourcing and configuration of PC/laptops –

If you purchase your hardware and software through us, we will configure it and send it to you ready to work on arrival. You will also get access to our best pricing.

3.4.17. Documentation –

When you make the decision for your business to join a Managed Service, Neuways will provide you with a Managed Service pack which will contain a Starters and Leavers form to make sure that joiners to your company can start work immediately and are set up. Leavers will be deleted/suspended from your company at the right time to protect your business.

It will also include a password change document for when passwords need changing or resetting.

Our trifold leaflet will also explain to all users about how to contact the helpdesk and raise calls, indicating the call status and some frequently asked FAQ’s.

• What is not included (out of scope)

Any activity that is not explicitly stated in the ‘What is included as standard (in scope)
Examples are:

3.5.1. Fixing or recovering something that you have done, which is caused by you or a third party under your control, unless we advised you to do it.

3.5.2. Relocation of computers, servers, cabinets, routers etc.

3.5.3. Re-cabling premises to meet the above.

3.5.4. PCI Compliance.

3.5.5. Configuring of new PC’s or Servers.

3.5.6. Recovery from disasters.

3.5.7. Onsite visits (but account management visits are not chargeable).

3.5.8. Installation of additional software and applications not provided as part of the initial solution

3.5.9. Out of hours’ support (unless selected).

3.5.10. 3rd Party application support e.g. Sage.

3.5.11. Repair or re-imaging of machines.

3.5.12. Exchange mailbox recovery.

3.5.13. Anti-Virus / Anti-Malware / Ransomware removal and recovery of data.

3.5.14. Factory reset & reconfiguration of routers.

3.5.15. Recovery testing.

3.5.16. VOIP issues.

3.5.17. LAN to LAN VPN setup.

3.5.18. Supporting additional equipment not supplied by us or identified in our initial contract.

3.5.19. Addition of new domains to Exchange.

3.5.20. Apple Mac Support (but we will help on a best endeavour’s basis).

3.5.21. Setting up of new PC’s / Transferring users from PC to PC.

3.5.22. Upgrading operating systems on PC’s.

4. General Data Protection Regulation

4.1. As of the 25^th of May 2018, Regulation (EU) 2016/679 is enforceable in the UK.

This Regulation will apply to all organisations who control or process personal data.

As of the 1^{st of} January 2021, the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) (No.2) Regulations 2019 is in effect.

This instrument ensures that data protection within the UK continues to function correctly following exit from the EU.

Whilst executing the “The Agreement”, “The Service Provider” must make provision to comply with this regulation. For the purposes of compliance with this regulation the below terms shall be given the following definitions:

“Data Controller” has the meaning given to “Data Controller”, or “Controller” as appropriate, in the Data Protection Laws.

“Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.

“Data Processor” has the meaning given to ‘Data Processor’, or ‘Processor’ as appropriate, in the Data Protection Laws.

“Sub Processor” we have defined as: a processor that is used, as agreed, by the processor (This is not a term defined in the GDPR and should not be construed as such.

“Data Protection Laws” means any and all laws, statutes, enactments, orders or regulations or other similar instruments of general application and any other rules, instruments or provisions in force from time to time relating to the processing of personal data and privacy applicable to the performance of this Agreement, including where applicable the Data Protection Act 1998, the Data Protection Bill, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and the GDPR (Regulation (EU) 2016/679), as amended or superseded;

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC as updated, superseded or repealed from the time to time.

“Personal Data” has the meaning given in the Data Protection Laws.

Where “The Service Provider” processes personal data on behalf of “The Customer” it is acknowledged that:

• “The Service Provider” is the “Processor”
• “The Customer” is the “Controller”

It may be necessary for “The Service Provider” to engage with “Sub Processors” whilst carrying out “The Agreement”.

“The Service Provider’s” “Sub Processors” are in Appendix 1.0 and acceptance of this contract is approval for “The Service Provider” to use our “Sub Processors”.

Where required, and in compliance with the “Data Protection Laws”, prior approval will be sought by “The Service Provider”.

4.2. The following table sets out the details of processing as required by Article 28 of the GDPR:

Purposes for which the Personal Data shall be processed	We process your information and data for the purpose of managing your infrastructure. Any information exchanged in the ticketing system will be recorded.
Description of the categories of the data subjects	Any Person who would reasonably be covered under the term “The Customer” as defined at the beginning of this Document.
Description of the categories of Personal Data	Some personal data is more sensitive and requires a higher level of protection. UK GDPR refers to these as ‘special categories and means personal data about an individual’s: race; ethnic origin; political opinions; religious or philosophical beliefs; trade union membership; genetic data; biometric data; health data; sex life; or sexual orientation.
Description of transfers of Personal Data to a country outside of the EEA	We make use of multiple Cloud Technologies, where this would include the transfer of data to Countries outside of the EEA, is specified in Appendix 1.0 Sub Processors
The envisaged time limits for erasure of the different categories of Personal Data	Following the termination or expiry of a customer’s contract, Personal Data held and / or processed on behalf of “The Customer’s” may be returned to the Data Controller at its own option. Following the termination or expiry of “The Agreement” all personal data processed on behalf of “The Customer” shall be permanently deleted after a period of 7 years.
General description of technical and organisational security measures	a) Encryption of relevant datab) Ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services. Ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident. Process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing. These measures might be updated as and when required
Authorised Sub-Processors	Please see Appendix 1.0 – Sub Processors

4.3. Data Subject Access Requests

If a Data Subject Access Request is requested through “The Customer”, it is their responsibility to complete this action. Any assistance required by Neuways will be chargeable at standard rates.

Any request from an employee of “The Customer” will be passed to the primary contact. It will not be constituted as a DSAR as we will only hold any personal data of theirs as part of this contract.

5. Customer Obligation

5.1. “The Customer” will fulfil the obligations detailed in “The Agreement” and cover all reasonable expenses incurred in such actions.

5.2. “The Customer” will provide “The Service Provider” with all information, materials and documentation, resources and facilities reasonably requested by “The Service Provider” to allow “The Service Provider” to supply “The Services” and the Deliverables.

5.3. “The Customer” will ensure that the staff, contractors, and other suppliers it employs co-operate fully with “The Service Provider” and no delay is experienced as a result of their actions or omissions.

5.4. “The Customer” will respond promptly to any request for information made by “The Service Provider”.

5.5. “The Customer” will advise any employee of “The Service Provider” who is working on business premises under the control of “The Customer” of the health and safety procedures at those premises. The employees of “The Service Provider” will adhere to the Health and Safety procedures of “The Customer” when working on business premises under the control of “The Customer”.

5.6. “The Customer” shall not allow without the prior written permission of “The Service Provider” for the installation of any software, hardware, agents, scanning software or attachment of any devices to any equipment directly or indirectly managed by “The Service Provider” under this Agreement.

6. Intellectual Property

6.1. Any products, materials or methodologies used by “The Service Provider” in carrying out the obligations contained in “The Agreement” are for the use of “The Customer” only and remain the property of “The Service Provider”. “The Customer” must not divulge the Intellectual Property Rights of “The Service Provider” or use them for any purpose other than accessing “The Services” in terms of this Agreement.

6.2. Except where specifically provided for in the description of Services to be produced as stated in the signed quote, the Intellectual Property Rights which “The Service Provider” generates or supplies throughout the duration of “The Agreement” belong to “The Service Provider”. “The Customer” will (at “The Service Provider’s” expense) assist “The Service Provider” to enjoy, defend and enforce these rights if necessary for the period of this Agreement.

6.3. Any Intellectual Property Rights belonging to “The Customer” that become known to or require to be used by “The Service Provider” to enable them to perform their obligations in terms of “The Agreement” remain the property of “The Customer” and must not be divulged to a third party by “The Service Provider”.

7. Fees and Payment

7.1. The “Fees” payable for the “Services” are set out in “The Agreement”

7.2. The “Fees” are due within 30 days of the invoice date.

7.3. “The Service Provider” must give thirty (30) days’ notice to “The Customer” for any change to “Fees” as set out in “The Agreement”.

7.4. The “Fees” are exclusive of VAT, which if payable shall be paid by “The Customer”.

7.5. All “Fees” are strictly due for payment within 30 (thirty) days from the invoice date.

7.6. “The Service Provider” reserves the right to charge interest on all late payments at a rate of 3% per annum above the base lending rate of Nat West Bank Ltd.

7.7. “The Service Provider” is also entitled to recover all reasonable expenses incurred in obtaining payment from “The Customer” where any payment due to “The Service Provider” is late.

7.8. “The Service Provider” shall retain records relating to the provision of “Services” under “The Agreement” for the term of this Agreement and for a period of 1 year thereafter.

7.9. “The Service Provider” will invoice “The Customer” monthly in advance for its charges for time, expenses and materials for the month concerned.

7.10. Expenses shall be recharged by “The Service Provider” to “The Customer” without uplift or administration charge; “The Customer” may settle expenses directly where appropriate.

7.11. Additional Expenses relating to on-site work including but not limited to: Hotel, Travel and Meal costs will be recharged at cost by “The Service Provider” to “The Customer”. Where these Expenses will apply “The Customer” will be notified prior to any works being carried out. Where appropriate “The Customer” may settle expenses directly. Details and Standards for these Expenses are included in “The Agreement”.

8. Renewals

8.1 We will inform you of your automatic renewal 30 days before your initial subscription period is due to end. Your subscription will continue to be automatically renewed until you cancel your contract as described in Clause 11.

8.2 We will inform you of any change in price at least 30 days before the change is due to take effect. If you do not agree to such a change, you may cancel the contract as described in Clause 11.

9. Service Levels

9.1. “The Service Provider” shall provide “The Services” so as to achieve or exceed The Service Levels as set out in “The Agreement”.

9.2. If The Service Levels are not achieved “The Service Provider” shall:

9.2.1. At the request of “The Customer” as soon as practicable thereafter and at no additional charge to “The Customer”, arrange all such additional resources as are necessary to correct said failure and remedy the failure and/or prevent its reoccurrence.

9.2.2. At the request of “The Customer” and where applicable, re-perform any non-conforming services at no additional charge to “The Customer”.

9.2.3. “The Service Provider” shall not be liable for any failure to achieve the required Service Levels to the extent that such failure results from a breach by “The Customer” of any of its obligations under “The Agreement” or an event of force majeure falling within the scope of section 18.

9.2.4. Where The Service Level Agreement (SLA) for both the Maximum Response Time (MRT) and the Maximum Target Time to Fix (MTTF) falls below 95% for a 3-month period “The Customer” shall have the right to cancel the contract by giving 1 month notice in writing. Such right shall be exercisable for a period of 3 months after the failure to meet the SLA.

9.2.5. Where SLA Rebate has been selected “The Service Provider” shall credit to “The Customer” Account the fees per SLA failure as set out in “The Agreement”. The credits are to be held on the account and set off against future invoices. Credits shall not be payable as in the form of cash or credited via a bank account.

10. Support and Maintenance

10.1. “The Customer” grants “The Service Provider” and/or its employees, agents or sub-contractors access to The Customer’s computer equipment, software, hardware, and network in order to carry out “The Services”, and to enable “The Service Provider” to carry out Support and Maintenance.

10.2. “The Customer” agrees and acknowledges that “The Service Provider” will only provide Support and Maintenance on the basis of the agreed quote as it is made up/constituted on the Commencement Date. Should “The Customer” increase the amount of hardware or carry out their own installations, “The Service Provider” reserves the right to, at “The Service Provider’s” sole discretion, increase the charges payable by “The Customer”, or terminate the Contract, or terminate the Support element of the Contract or only provide Maintenance and Support for the hardware and software as it is referred to in the signed quote and as it was comprised on the Commencement Date.

11. Termination

11.1. “The Agreement” shall continue for a period of no less than laid out in “The Agreement” and thereafter shall continue until terminated by either party by giving at least 3 (three) months’ notice in writing of its intention to terminate “The Agreement”.

11.2. “The Service Provider” may at its sole discretion agree to the early termination of a contract at “The Customer’s” request. In such event “The Service Provider” may allow “The Customer” to pay the remainder of the contract term in a single lump sum less a discount of 10% and minus any discount accrued calculated on a multi-year Agreement. For the avoidance of doubt, this means that if a 5-year contract has been entered into and the contract is terminated after 3 years “The Customer” shall attract the discount only for a 3-year contract; the difference in the discount between a 5-year and a 3-year contract shall be added to the termination fee.

11.3. “The Service Provider” shall have the right to terminate “The Agreement” with immediate effect by notice in writing to “The Customer” if “The Customer” fails to make any payment when it becomes due, and that sum remains unpaid for 60 days after written notice from “The Service Provider” intimating that the sum is outstanding.

11.4. Either party may terminate “The Agreement” forthwith by notice in writing to the other if:

11.4.1. The other party commits a material breach of “The Agreement” and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

11.4.2. The other party commits a material breach of “The Agreement” which cannot be remedied under any circumstances; or

11.4.3. The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

11.4.4. The other party ceases to carry on its business or substantially the whole of its business; or

11.4.5. The other party is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee, or similar officer is appointed over any of its assets.

11.5. “The Service Provider” reserves the right to terminate “The Agreement” in the event of a Data Breach resulting from the actions or omissions of “The Customer”.

11.6. Any rights to terminate “The Agreement” shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

12. Customer Warranties

12.1. ”The Customer” warrants to “The Service Provider” that “The Customer” has not been induced to enter into this Agreement by any warranties or representations, except those specifically contained in this Agreement as warranties.

12.2. ”The Customer” warrants to “The Service Provider” that no Customer Data will infringe the Intellectual Property Rights of any third party, or contain anything which is obscene or defamatory, or which is malicious falsehood, or will breach any data protection legislation or principles.

12.3. ”The Customer” warrants to “The Service Provider” that “The Customer” has the right to disclose “The Customer” Data to “The Service Provider” and that “The Service Provider” is entitled to retain and process that information for the purpose of fulfilling the obligations it has under “The Agreement”.

12.4. ”The Customer” warrants to “The Service Provider” that they will endeavour to remain at all times compliant with legal requirements in terms of software licences and will not hold “The Service Provider” responsible for software licences.

12.5. “The Customer” warrants to “The Service Provider” That they accept any Terms and Conditions imposed upon them by any 3^rd Party Software that “The Service Provider” is instructed by “The Customer” to install, and that they will provide, where applicable, appropriate licenses to satisfy the licensing requirements of software so installed.

12.6. “The Customer” will own or have explicit rights of use for source code to products that require modification to source code.

12.7. “The Customer” shall have procedures and policies in place to meet their obligations regarding “Data Protection Laws”.

12.8. “The Customer” will not hold “The Service Provider” responsible for any breaches that occur due to the actions or omissions of “The Customer”.

13. Service Provider Warranties

13.1. “The Service Provider” warrants that “The Services” to be supplied under this Agreement will be carried out with reasonable skill and care by suitably qualified personnel.

13.2. No representation or warranty is given that “The Services” or Deliverables will be error-free or uninterrupted or that any such deficiencies can be corrected but “The Service Provider” will make best endeavours to offer an appropriate solution.

13.3. “The Service Provider” will supply all information, estimates and recommendations in good faith but cannot guarantee that the projected outcome will be achievable.

13.4. “The Service Provider” shall use its best endeavours to correct any errors but does not warrant that all such errors can and will be corrected.

13.5. In the event of any breach of any warranty “The Customer” must notify “The Service Provider” within 3 months in order to benefit from the remedy mentioned above.

14. Indemnity

“The Customer” agrees to indemnify and hold “The Service Provider” and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs, and other expenses in relation to any claims or actions brought against “The Service Provider” arising out of any breach by “The Customer” of the terms of this Agreement.

15. Limitation of Liability

15.1. Subject to Section 12, in no event shall “The Service Provider” be liable for any damages, including loss of business, loss of opportunity, loss of data, loss of profits or for any other indirect or consequential loss or damage whatsoever that is an indirect or secondary consequence of any act or omission of “The Service Provider” where such damages were not reasonably foreseeable.

15.2. Subject to Section 12 the total liability of “The Service Provider” to “The Customer” under this Agreement shall not exceed the sum for which “The Service Provider” carries comprehensive insurance cover pursuant to Section 13 below.

15.3. Notwithstanding the above and following Sections, both “The Service Provider” and “The Customer” will in any event, where error or failure that causes financial loss to either “The Service Provider” or “The Customer”, where such error or failure could reasonably have been prevented or mitigated by normal activities expected by either party of the other, undertake to seek remedy by discussion and negotiation to the satisfaction of both parties before the commencement of legal proceedings.

15.4. Nothing in this Agreement shall exclude or limit the liability of “The Service Provider” for fraudulent misrepresentation or for death or personal injury resulting from the negligence of “The Service Provider” or the employees or agents of “The Service Provider”.

16. Insurance

During the term of this Agreement “The Service Provider” shall, at its own expense, maintain such insurances as required by any applicable law and as appropriate in respect of its obligations under this Agreement with an insurance company of repute. Such insurances shall include third party liability insurance.

“The Service Provider” shall on request supply copies of the relevant certificates of insurance to “The Customer” as evidence that such policies remain in force.

17. Confidentiality

17.1. Any information marked “confidential”, or which may reasonably be supposed to be confidential received by “The Service Provider” in performance of the obligations set out in this Agreement shall not be used without “The Customer’s” prior written consent except for the purposes of this Agreement or disclosed to any person other than to the employees or agents of “The Service Provider” who have a need to know.

17.2. “The Customer” shall not disclose any information relating to the business and methods of “The Service Provider” learned or observed during “The Agreement”.

17.3. The undertakings contained in Section 17.1 and 17.2 shall not apply to information that is lawfully known to the recipient at the time of disclosure or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is ordered to be disclosed to a regulatory body or a court of competent jurisdiction.

17.4. “The Service Provider” shall ensure that any person referred to in “The Agreement” is bound by similar confidentiality terms to those stated in this Section 17.

17.4.1. The confidentiality terms stated in this Section 17 shall remain in full force and effect during the term of this Agreement and upon termination of the contract shall continue for a period of 3 years.

17.4.2. All materials, equipment and tools, drawings, specifications and data supplied by “The Service Provider” to “The Customer” shall at all times be and remain the exclusive property of “The Service Provider”, 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 Service Provider”, and shall not be disposed of or used other than in accordance with “The Service Providers” written instructions or authorisation.

17.4.3. For the avoidance of doubt, on termination of the Contract (howsoever arising) and payment in full of all monies owed by “The Customer” to “The Service Provider”, “The Service Provider” shall release to “The Customer” the administrative details.

18. No Poaching

For the term of this Agreement and for the period of 12 (twelve) months thereafter, without the prior written consent of the other party, neither party shall either directly or indirectly solicit or entice away (or seek or attempt to entice away) from the employment of the other party any person employed (or any person who has been so employed in the preceding 12 (twelve) months) by such other party in the provision or receipt of “The Services”. In the event of employment being offered and accepted by an employee of either party without due written consent then the employing party shall pay the equivalent of 12 (twelve) months’ salary of the employee to the other party.

19. Force Majeure

Neither party shall be liable to the other party for any delay or failure to perform any of its obligations under this Agreement if the delay or failure results from events or circumstances outside its reasonable control such as but not limited to: strikes, lock-outs or other industrial disputes (whether involving the workforce of “The Service Provider” or any other party), failure of a utility service or transport, 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. The party shall be entitled to a reasonable extension of its obligations after notifying the other party in writing of the nature and extent of such events.

20. Waiver

Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights, nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action.

21. Severance

If any provision of this Agreement is held invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed, and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal or unenforceable provision eliminated.

22. Variation

Any variation of this Agreement must be in writing and signed by or on behalf of both parties.

23. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

24. Customers Obligations

24.1. ”The Customer” shall:

(a). Co-operate with “The Service Provider” in all matters and appoint “The Customer’s” liaison, who shall have the authority to contractually bind “The Customer” on matters relating to the Contract.

(b). Provide in a timely manner such access to “The Customer’s” premises and data, and such office accommodation and other facilities, as is requested by “The Service Provider”.

(c). Provide in a timely manner such information as “The Service Provider” may request and ensure that such information is accurate in all material respects.

(d). Be responsible (at its own cost) for preparing the relevant premises for the supply of “The Services”.

24.2. If “The Service Provider’s” performance of its obligations under the Contract are prevented or delayed by any act or omission of “The Customer” or “The Customer’s” agents, sub-contractors, or employees, “The Customer” shall be liable to pay to “The Service Provider” on demand all reasonable costs, charges or losses sustained or incurred by it. This includes, 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 and is subject to “The Service Provider” confirming such costs, charges, and losses to “The Customer” in writing.

24.3. ”The Customer” shall not, without the prior written consent of “The Service Provider”, at any time from the date of the Contract to the expiry of six months after the completion of “The Services” or the supply of any services by “The Service Provider”, solicit or entice away from “The Service Provider” or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of “The Service Provider”.

Appendix 1.0 Service Provider Sub Processors

• Office 365
• SharePoint
• Skype
• OneDrive
• Exchange
• Re-seller (see below)
  • Backup – Max Backup
  • Anti-Spam – Mimecast
  • Router – WatchGuard
  • LabTech
  • Backup Radar
  • Occular
  • Accounts (QuickBooks)
  • Spectrum
  • Heimdal
  • Webroot
  • e-days
  • Payroll (12Pay)

For Controllers:

• Anti-Spam
• Mimecast
• ProofPoint
• I-Sheriff
• I-Critical
• McAfee
• Router
• WatchGuard
• Cyberoam
• Datto
• Backup
• Datto
• Max Backup
• Any vendor that, with the controller’s consent, we pass additional information to, for the purposes of fulfilling “The Customer” requirements.

Last Edited – 21.07.2022