STANDARD TERMS AND CONDITIONS

FOR THE PROVSION OF IT SERVICES

• 1. Application
• 1.1 These Terms and Conditions shall apply to the provision of IT Services by the Provider to the Client.
• 1.2 In the event of conflict between these terms and conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Provider in writing.

    •    2.Definitions and Interpretations

• 2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
• 2.2 Any reference in these Terms and Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
• 2.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
 

 
• 3. Provider's obligations
• 3.1 With effect from the Commencement Date the Provider shall, in consideration of the Fees being paid in accordance with the terms of payment, provide the Services expressly identified in the Specification of Services Schedule, or otherwise agreed under these Terms and Conditions.
• 3.2 The Provider will use reasonable care and skill to perform the Services identified in the Specification of Services Schedule or otherwise agreed under these Terms and Conditions.
• 3.3 The Provider will, subject to Clause 4, use reasonable endeavours to maintain the functionality of any Software which may be installed or otherwise operative on the Client's Equipment and undertakes to re-install any Software which may have been corrupted or otherwise made unavailable due to hardware failure and to render such technical assistance as may be necessary to secure the satisfactory operation of the Equipment and Software.
• 3.4 Upon receipt of the Client's request for support or rectification of a defect, the Provider shall (subject to its then current commitments) normally begin work on such support or defect not later the time specified in the Specification of Services schedule thereafter and shall carry out all Services as specified in the Specification of Services Schedule during Working Hours.
• 3.5 The Provider will not guarantee the performance of any Software which the Provider has undertaken to re-install under Clause 3.3.
• 3.6 The Provider shall use all reasonable endeavours to complete its obligations under the Specification of Services Schedule. The parties agree that time will not be of the essence in the performance of these obligations.
 
• 4. Client's Obligations
• 4.1 The Client shall:
• 4.1.1 allow the Provider access to the Equipment and all relevant Software for investigation purposes;
• 4.1.2 provide adequate working space and facilities for the Provider staff; and
• 4.1.3 co-operate with them in the diagnosis of any defect or malfunction in the Equipment or Software.
• 4.2 The Client shall allow the Provider the use of any Equipment, computer systems, peripherals or other hardware necessary to enable it to provide the Services and shall be responsible for procuring, installing and maintaining all communications media not supplied by the Provider.
• 4.3 The Client will not allow any changes or modifications to the Software to be made by any party other than those authorised by the Provider. If such changes or modifications are carried out without authorisation or appropriate notification, the Provider reserves the right to review these Terms and Conditions and adjust it accordingly.
• 4.4 The Client will make freely available to the Provider all documentation associated with the Equipment, working documents, original Software installation media, current data backups, Equipment and any other relevant hardware for the efficient maintenance of the Equipment and the Software.
• 4.5 The Client shall create regular data backups in such a manner as to minimise any potential data loss and to ensure that these are made available to the Provider as required. The provider also has permission create an emergency backup if required.
• 4.6 The Client shall take all reasonable precautions to ensure the safety and health of the Provider's personnel while such personnel are at the Client's premises.
• 4.7 Where the client has requested the Provider to install software, the client declares that they are the holder of a legitimate licence to the Software, and have rights to install the Software. The client agrees to indemnify and keep indemnified the Provider from any loss or damage arising from or in connection with the installation or use of the Software.
 
• 5. Price
• 5.1 The Client agrees to pay the Fees in accordance with Clause 6 and the Specification of Services Schedule.
• 5.2 The Provider shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
• 5.3 The Client shall pay the Provider for any additional services provided by the Provider that are not specified in the Specification of Services Schedule in accordance with the Provider's hourly rate in effect at the time of the performance or such other rate as may be agreed. Any such charge for additional services shall be invoiced separately from any Fees due under the Specification of Services Schedule.
• 5.4 All sums payable by either party pursuant to these Terms and Conditions are exclusive of any value added or other tax or other taxes on profit, for which that party shall be additionally liable.
 
• 6. Payment
• 6.1 All payments required to be made pursuant to these Terms and Conditions by either party shall be made within the period specified in the Specification of Services Schedule of the date of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
• 6.2 The time of payment shall be of the essence of these terms and conditions. If the Client fails to make any payment on the due date in respect of any sum due under these Terms and Conditions then the Provider shall have the right to exercise their statutory right to claim interest and compensation for debt recovery costs under late payment legislation if payment is not made within 30 Days of the invoice date. 
 
• 7. Variation and amendments
• 7.1 If the Client wishes to vary any details of the Specification of Services Schedule it must notify the Provider in writing as soon as is reasonably possible and if the Provider is in agreement with the changes. The Provider shall use all reasonable endeavours to make any required changes and any additional costs thereby incurred shall be separately invoiced to the Client.
• 7.2 If, due to circumstances beyond the Provider's control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Client forthwith. The Provider shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original arrangements as is reasonably possible in the circumstances.
 
• 8. Termination
• 8.1 The Provider may Terminate the Agreement forthwith if:
• 8.1.1 the Client is in breach of any of its obligations hereunder; or
• 8.1.2 the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets; or
• 8.1.3 the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986; or
• 8.1.4 the Client ceases or threatens to cease to carry on business; or
• 8.1.5 any circumstances whatsoever beyond the reasonable control of the Provider necessitate and justify the Termination of the Services.
• 8.2 In the event of Termination under clause 8.1 the Provider shall retain any sums already paid to by the Client without prejudice to any other rights may have whether at law or otherwise.

       •9. Liability

• 9.1 The Client shall indemnify the Provider against all damages, costs, claims and expenses suffered by the Provider arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agents or employees.
• 9.2 Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Client shall be joint and several obligations of such persons.
• 9.3 The Provider shall not be liable to the Client or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Provider's obligations if the delay or failure was due to any cause beyond the Provider's reasonable control.

      •10. Confidentiality

• 10.1 During the term of the Agreement, the following obligations shall apply to the party disclosing confidential information ('the Disclosing Party') to the other party ('the Receiving Party').
• 10.2 Subject to clause 10.3, the Receiving Party:
• 10.2.1 may not use any confidential information for any purpose other than the performance of his obligations under these Terms and Conditions;
• 10.2.2 may not disclose any confidential information to any person except with the prior written consent of the Disclosing Party; and
• 10.2.3 shall make every effort to prevent the use or disclosure of the confidential information.
• 10.3 The obligations of confidence referred to in the provisions of this clause shall not apply to any confidential information that:
• 10.3.1 is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain before its receipt by the Receiving Party;
• 10.3.2 is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
• 10.3.3 is required to be disclosed by any applicable law or regulation; or
• 10.3.4 is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the other party to these Terms and Conditions in respect of it and who imposes no obligations of confidence upon the Receiving Party.
• 10.4 Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled.
• 10.5 The obligations of the parties under the provisions of this clause shall survive the expiry or the termination of the Agreement for whatever reason
 
• 11. Sub-Contracting and Assignment
• 11.1 The Provider may sub-contract to third parties all or any part of the work to be performed hereunder.
• 11.2 The Client shall not assign to a third party any or all of its rights or obligations under these Terms and Conditions without the prior written consent of the Provider. 
 
• 12. Force Majeure
• 12.1 Neither the Provider nor the Client shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the IT Services, if the delay or failure was due to any cause beyond that party's reasonable control. Without prejudice to the generally of the foregoing, the following shall be regarded as causes beyond either party's reasonable control:-
• 12.2 act of God, explosion, flood, tempest, fire or accident;
• 12.3 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
• 12.4 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
• 12.5 import or export regulations or embargoes;
• 12.6 strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Provider or the Client or of a third party);
• 12.7 difficulties in obtaining raw materials, labour, fuel, part or machinery;
• 12.8 power failure or breakdown in machinery.
 
• 13. Waiver
• 13.1 No waiver by the Provider of any breach of these terms and conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Terms and Conditions shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which any waiver is given.
• 13.2 No failure or delay on the part of any party in exercising any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege. 
 
• 14. Severance
If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.

• 15. Notices and Service
• 15.1 Any notice or other information required or authorised by these Terms and Conditions to be given by either party to the other shall be given by post, facsimile, transmission, electronic mail and comparable means of communication.
• 15.2 Any notice or information given by post in the manner provided by Clause 15.1 which is not returned to the sender as undelivered shall be deemed to have been given on the 3rd day after the envelope containing was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
• 15.3 Any notice or information sent by facsimile, transmission, electronic mail and comparable means of communication or comparable means of communication shall be deemed to have been duly given on the date of transmission.
 
• 16. Applicable Law and Jurisdiction
These terms and conditions shall be governed and construed in accordance with the law of England and Wales and the parties shall submit to the exclusive jurisdiction of the English and Welsh courts.

 CenCom Solutions Ltd

IT Support

Specification of Services Schedule

Option 1

Description of Support

This Option is for the support of small to medium companies that need a pre emptive approach to their IT issues. The monitoring service alerts CenCom on a 24/7 basis of any imminent problems that may be occurring on the servers or the network and the majority of the time these issues are attended to remotely. CenCom take a more proactive role in managing the organisations network infrastructure and after consultation with the client set the rules for the governance of the network with regard to permissions and security etc. Users' requests for support are responded to via our support systems and Service Level Agreements (SLA) are put in place to prioritise issues and ensure they are responded to in an acceptable time frame.

Scope of Support

Servers - Windows Server 2003 Onwards, SQL Server, Terminal Servers, SharePoint Server

Workstations - Windows XP Pro, Vista

Applications - MS Office 2003 Onwards, Sage, Act, MS CRM, Sales Logix, IRIS

Other - Linux Servers, Any Accounting applications, Bespoke systems

Retention of Information

CenCom retain comprehensive information concerned with the server, network and the users and also 3^rd Party suppliers of hardware and software required for the network.

The following 2 lists are to be read in conjunction with Support Option 1

This list is not a full and comprehensive list and therefore CenCom may add items for charging other than those that appear.

List of Core Activities or Non Chargeable events

Non chargeable events are events raised by the client that are covered within the existing support contract and therefore are already deemed to have been paid for. They in their nature are therefore events that are regular housekeeping activities that are performed by the administrator on the server. They are also activities that have a knock on effect to other users on the network and are therefore also carried out by the network administrator because of their nature and the need for CenCom to ensure the network remains robust and secure. We do not apply any SLA's (Service Level Agreements) to these core activities as urgency of response is not the main issue.

Windows Updates

Anti Virus Updates

Backup Software Updates

E-Mail spam filter Updates

Hardware Driver Updates

Configuration of Backup Software - unless due to upgrades to new versions

Configuration of Anti Virus Software - unless due to upgrades to new versions

Addition/ removal of Standard Users onto the network with standard e-mail requirements.

Standard Permission additions removals or changes

Monitoring of backups

Monitoring of server event logs

Actions for re configuration due to errors in logs.

Distribution of printers around the network and amending logons.

Updating any network audits

Domain wide DNS Issues.

IP Configuration issues

Server reboots during working hours

List of extra activities that are chargeable

Most of these activities are chargeable because of their complexity and therefore the time involved in implementing the necessary changes or they are charged because of the urgency that has been placed on them means that other clients are being left to attend to these issues as a priority. We will not always charge for these events and it is at our discretion when we charge based on each individual case.

Urgent removal/addition of users

Checks and traces of e-mail leaving the organisation that is only affecting one user.

Recovery of accidentally deleted data

Installation of additional software

Re configuration of software

Urgent request for assistance for remote users

Urgent assistance for mail-merge operations and e-mail

Events raised because of purchase of equipment or software not recommended by CenCom.

Removal of potential viruses.

Investigations into slow performance of individual PC's

Restarting message store and increasing limits on mailstore after users advised to reduce mailbox sizes etc.

Domain purchases for the organisation

Changes in e-mail routing other than the standard

Additional Public Mail folders and distribution groups with relevant permissions etc.

Upgrades to software.

Installation and configuration of new hardware

Configuration of hardware not purchased through CenCom.

Advice on purchasing of items to be connected to the network such as mobile phones and laptops etc.

Maintenance of hardware or software not on our list of approved products.

CenCom Solutions Ltd

IT Support

Specification of Services Schedule

Option 2

Description of Support

This Option is predominantly for the support of small companies that need help on a regular basis for IT issues as they occur. The monthly service visit is designed to keep the server in good running order and to check for any recurring problems that may have occurred from the last service visit. During the month CenCom adopt a reactive approach to users requests for support they are responded to via our support systems and Service Level Agreements (SLA) are put in place to prioritise issues and ensure they are responded to in an acceptable time frame.

Scope of Support

Servers - Windows Server 2003 Onwards, SQL Server, Terminal Servers, SharePoint Server

Workstations - Windows XP Pro, Vista

Applications - MS Office 2003 Onwards, Sage, Act, MS CRM, Sales Logix,

Retention of Information

CenCom retain minimal information concerned with the server network and the users.

  CenCom Solutions Ltd

IT Support

Specification of Services Schedule

Option 3

Description of Support

This option is predominantly for the support of individuals and small companies that need help from time to time with IT issues the majority of the time they may prefer to manage their owns systems and call on us to help them out when things get a little too technical. The service is supplied on an ad hoc basis and although we use our best endeavours to respond there are no guarantees for response times.

Scope of Support

Servers - Windows Server 2003 Onwards, SQL Server, Terminal Servers, SharePoint Server

Workstations - Windows XP Pro, Vista

Applications - MS Office 2003 Onwards, Sage, Act, MS CRM, Sales Logix,

Retention of Information

CenCom retains basic contact details and no information about the servers, workstations or network.

 *Charges can be increased by a supplement charge depending on the urgency of the request.

I confirm I have read and understood the above in conjunction with the terms of business and I agree to these terms.

I wish to take up Option...........

Signed: ..............................................  Name (caps): .............................................  Date: .................................

For and on Behalf Of: ..........................................................................................