This document forms agreement between the parties detailed in the attached Agreement Schedule.
Interpretation
In these Terms and Conditions the following words have the following meanings assigned to them:
"We"/"Our" VBS Support Ltd trading as The ICT Practice
"You"/"Your" The customer, person or agent signing this agreement.
“Client” Your customer, the company, organisation or individual to whom we supply service.
"Hardware" Machinery, parts and materials supplied electronic or otherwise used in or as part of the computing process.
“Operating System” Computer software upon which enables the application software to be executed by the hardware.
“Application Software" Program supplied by us, you or others, which is listed in the attached schedule and agreed as being supported.
“Support Contact” A person or persons named by your client as our contact and to or through whom we specifically supply support.
“Contract Term” The period of time covered and detailed in our sales invoice within which this contract will remain in force.
1 Service
1.1 General
1.1.1 We supply First Line Support to computer related problems detailed in this document and in the attached schedule.
1.1.2 The following Service is provided by us for a period of 12 months commencing on the date of this agreement as detailed in this document and in the attached Schedule of Support.
1.1.3 Telephone support to cover 9:00am to 5:00pm Monday - Friday (Exclusive of public holidays as apply to England).
1.1.4 “On-Line” support, where internet or modem where communication is available.
1.1.5 To take action to attempt to resolve a telephone support issue within 2 Hours. Failing the discovery of a suitable solution, to report back on the course of action that has been taken. eg. Promotion to Second or Third Line Support.
1.2 Operating System Support
1.2.1 To manage and maintain the computer operating systems including implementation of service pack patches and upgrades as they may be available and applicable supplied by the operating system writer.
1.3 Application and Software Support
1.3.1 Every effort will be made to supply a complete and satisfactory solution to Application and Software support requests. We do not supply any guarantees or warranties in respect of these support requests as in many cases we will be reliant upon the manufacturer who may equally be unable to supply support warranties.
1.4 Hardware Support
1.4.1 The following Service is provided by us for a period of 12 months commencing on the date of this agreement to the hardware detailed in the attached Schedule of Support:
1.4.1.1 Hardware support to cover 9:00am to 5:00pm Monday - Friday (Exclusive of bank holidays).
1.4.1.2 To respond to Server and PC Workstation hardware faults on-site within the maximum time set in the attached schedule.
1.4.1.3 To repair or replace computer components to the equipment listed in the attached schedule Parts and Labour free of charge.
1.4.2 Levels of Support
Listed below are the various response options that are available. For mission critical equipment you may want to choose a response, which offers a loan machine, for non-critical equipment a response only option may suffice.
8 Hour Fix
An eight hour guaranteed fix. The faulty equipment will be repaired or a temporary replacement will be installed within eight working hours. Used on any mission-critical equipment such as servers, high-end printers and networking equipment, this gives you the peace of mind and reassurance that your business will be protected with a minimum of down time.
16 Hour Fix
A sixteen hour guaranteed fix. The faulty equipment will be repaired or a temporary replacement will be installed within sixteen working hours. Used for equipment that is not mission-critical, but needs to be upand running ASAP.
4 Hour Response
A four-hour response to site, an engineer will be on site within four working hours.
Standard 8 Hour Response
An eight-hour response to site, an engineer will be on site within eight working hours.
1.5 Software Services and Support
1.5.1 The following Service is provided by us for a minimum period of 12 months commencing on the date of this agreement as detailed below and in the attached Schedule of Services and Support:
1.5.1.1 To make available via a Virtual Private Network (VPN) over the public Internet service software detailed in the attached schedule.
1.5.1.2 To make available use of the software system at all times excepting periods of planned maintenance and data backup. Periods of maintenance will be restricted in as far as possible to weekends and public holidays and shall be notified in advance. Data backupwill be performed as an overnight function between the hours of 22:00 and 05:00.
1.5.1.3 To supply support between the hours of 9:00am to 5:00pm Monday - Friday (Exclusive of bank holidays) to computer software and hardware issues as detailed in the attached schedule.
1.5.1.4 To manage and maintain the computer Operating Systems detailed in the attached schedule. To implement service pack repairs and upgrades as they may be available and applicable supplied by operating system authors.
2 Audit
2.1 As a precursor to the commencement of this agreement and at pre-arranged date and time:
2.1.1 To visit your client‘s site and make a detailed record of:
2.1.1.1 Servers:
Hardware components, operating systems, set upscripts and administrative structures.
2.1.1.2 Net work:
Type, LAN/WAN Router links, and physical plan.
2.1.1.3 PC Workstations:
Number, hardware components, operating systems, set up, scripts, supported operational software, printer and peripheral equipment.
2.1.2 To make recommendations based upon our findings prior to commencement of support contract.
3 Training
3.1 To supply training as an additional service and does not form part of this contract:
3.1.1 On the clients site.
3.1.2 At our offices.
4 Sale
4.1 Any additional hardware, software, operating system or service required can be supplied by us only following the receipt of your written order of authorisation.
5 Our Obligations
5.1.1 We will supply a dedicated support service to you as follows:
5.1.1.1 To respond to your requests for support written or verbal.
5.2 Computer System Support
5.2.1 Consistent with Sections 1-3 of this document, to supply support in respect telephone, Internet or dial-in modem and on site hardware support.
5.3 Supply
5.3.1 Every effort will be made by us to satisfy all support requests made by you to the following:
5.3.1.1 To respond to a support request within maximum time set in the attached Schedule of Support.
5.3.1.2 Every effort will be made by us to satisfy all delivery dates and supplies guarantees made to the supply of hardware, software and other services.
5.4 Confidentiality
5.4.1 We shall not to divulge or allow to be seen by others any application software, computer program source, data information or media relating to the trading business carried on by you without your prior consent in writing.
5.4.2 We shall not to divulge or allow to be seen by others any data or information or media relating to the trading business carried on by your clients without prior consent in writing.
5.5 Trading Restrictions
5.5.1 During the term of this contract we shall not trade directly with a supported client of yours without your prior consent in writing.
5.6 Bespoke Software Escrow
5.6.1 Ensure that a copy of the un-compiled source code together with all security passwords and codes be deposited with a bank held in safety deposit at the address disclosed in the attached schedule.
5.6.2 To replace the source code stored in escrow on the regular basis as disclosed in the attached schedule with the current released version and revisions together with any access codes and passwords.
5.6.3 We provide that in the event of the demise of the software authors and the failure of any successor to continue to supply the support service hereto detailed elsewhere in this document that a copy of the source code together with any access codes and passwords be made available to you.
6 Your Obligations
You shall:
6.1 Charges and Payments
6.1.1 Pay to us the full amounts agreed within this document and attached schedules. Any such payment must include the appropriate amount VAT.
6.1.2 Pay to us the full amounts in respect of your written order to supply additional services or goods. Any such payment must include the appropriate amount VAT.
6.5 Use
6.5.1 You shall ensure that all hardware is supplied with a clean (free from electrical noise) and stable power supply.
6.5.2 You shall ensure that you provide a safe and suitable accommodation for the efficient functioning of the Software consistent with the Hardware manufacturers’ recommendations.
6.5.3 As an obligation indemnify us against any claims, including claims by your staff and clients in respect of loss, injury or damage sustained as a result of use of our service, howsoever caused but subject always to the Unfair Contract Terms Act l979. Save in respect of death or personal injury resulting from the negligence of ourselves. We shall not be liable for any claim or claims for direct or indirect consequential incidental injury, loss or damage, costs, expenses or charges made by you or any person authorised by you against us whether in contract or in tort including negligence on the part of ourselves arising out of or in connection with any defect in or breakdown or failure of the Service.
6.6 Modification of the Software
6.6.1 You shall be responsible for ensuring that the condition of your Software complies with the current government regulations governing the use of computers and amendments thereto in your trade or industry.
6.7 Training
6.7.1 To any Training dates agreed in this agreement or by casual agreement as days of training, your trainee will make him/herself available for that day. It is your responsibility to provide us with 24 hours notice if a trainee is not available. Additional training days will be charged if these conditions are not met.
7 Further Stipulations
7.1 Ownership
7.1.1 Title in apny additional hardware or other goods supplied by us shall not pass to you until we receive full payment including all taxes levied upon them.
7.1.2 Title in the software and any modification thereto shall remain the property of the authors.
7.2 Provision of licences (Data Protection Act etc.)
7.2.1 It shall be the responsibility of you to ensure that all Software is properly registered and licensed and that all duties fees and charges in connection therewith have been duly paid satisfied or discharged.
7.3 Headings
7.3.1 The headings in this agreement are for ease of reference only and do not affect the construction of this agreement.
7.4 Singular to include plural etc.
7.4.1 In this agreement the singular includes the plural, the masculine includes the feminine and the neuter, and vice versa as the context may require.
7.5 Statutory provisions
7.5.1 Any reference in this licence agreement to a statutory provision shall be construed as a reference to that provision as from time-to-time amended or re-enacted.
7.6 Un-enforceability
7.6.1 If any provision in this agreement is found to be contrary to law or unenforceable for any reason that provision shall be deemed deleted and the remainder of this agreement shall remain in force.
7.6.2 This agreement shall be subject always to the Unfair Contract Terms Act l979 and amends thereto.
7.7 Variation of Conditions
7.7.1 These Conditions may be varied only by an express agreement in writing, signed by a director on behalf VBS Support Limited.
7.8 Support Review and Variation to the Schedule of Support
7.8.1 On the anniversary of this contract, this contract is subject to a review of the attached Schedule of Support and agreement to the relevant charges for the supported hardware and services detailed in the Schedule. The Schedule will then be revised to detail the support supplied to the continuation of the contract.
7.8.2 The attached Schedule of Support may be varied by you at anytime always subject to a revision to the relevant charges for the supported hardware and services detailed in the Schedule.
7.9 Termination
7.9.1 This agreement shall terminate by either party in writing at any time, giving the period of notice stipulated in the attached schedule.
7.9.2 This agreement shall terminate immediately on our written notice in the event of:
7.9.2.1 You ceasing to carry on business
7.9.2.2 A complaint being made to us regarding the conduct of you, or performance of your products by any member of the public, which in our reasonable opinion may be prejudicial to us.
7.9.2.3 Any payment due to us from you not being made on the due date.
7.9.3 This agreement shall terminate immediately on your written notice in the event of any changes to our service or behaviour, which you deem unacceptable.
8 Payment
8.1 Support Services
8.1.1 To pay to us the agreed Support Service charges calculated upon the supplied services detailed in the Schedule of Support, plus any amounts of VAT levied:
8.1.1.1 Upon the signing of this agreement.
8.1.1.2 Within 14 days following the annual renewal of this agreement.
8.1.1.3 At the dates and time or periods detailed in the attached Schedule of Support.
8.2 Other Services
8.2.1 Subject to Sale conditions (section 4) to pay any other supply or services not included within this agreement, including charges for travelling, carriage, hardware, software or other supplies, plus any amounts of VAT levied, upon your receipt of our invoice.
9 Agreement
This agreement is made between VBS Support Limited trading as The ICT Practice and the person(s) identified below. Where there are 2 or more of you, each of you is separately responsible for performing both your own obligations and those of your co‑signatories under this agreement.
