Terms and Conditions

Supply, Maintenance & Support Terms and Conditions

1 Introduction

1.1 These Conditions comprise the Contract under which we, IT Relocation agree to provide to you, (the Customer), certain services in respect of the support and maintenance detailed.

1.2 Interpretation – In this document

“Additional Charges” means the charges to be calculated by us on a time and materials basis at our prevailing rates in respect of the provision of Additional Services pursuant to Condition 5.2;

“Additional Equipment or Software” means any additional Equipment or Software you inform us whether orally, in writing, as part of a site audit or otherwise, that you would like treated as Equipment or Software (and therefore added to the Inventory) and to which we confirm our agreement either in writing or by issuing an invoice in respect of the relevant Equipment or Software. Acceptance of these additions by you is deemed when the invoice is paid within 30 days of the invoice date;

“Additional Provisions” means any additional terms and conditions forming part of the Contract as detailed;

“Additional Services” means those services referred to in Condition 5.1 which do not fall within the Maintenance Services;

“Annual Value” means the total annual value (plus VAT) shown in the Schedule plus the appropriate amount in respect of any Additional Equipment or Software”

“Conditions” means these terms and conditions which form part of the Contract;

“Contract” means the contract between IT Relocationand you made in accordance with Condition 2;

“Contract Start Date” means the date set out in the Schedule upon which the Contract shall start;

“Equipment or Software” means the items of computer hardware (and, in some circumstances, software) detailed and any Additional Equipment (and, for the avoidance of doubt, additional or alternative hardware or software purchased, leased or otherwise acquired by you shall not form part of the Equipment without our prior written consent);

“Equipment Inventory and any Additional Equipment or Software” means the Inventory of Equipment and Additional Equipment or Software (and response times) as amended from time to time;

“Equipment Specification” means specific details of the Equipment detailed on the Equipment Inventory provided by the Customer;

“Event of Force Majeure” means an event specified in Condition 11.1;

“Initial Period” means a period of 12 months or such other period specified on the Contract Schedule, commencing on the Contract Start Date;

“Location” means location specified in the Schedule;

“Maintenance Charges” means the charges for the Maintenance Services calculated in accordance with Condition 3;

“Maintenance Services” means the provision of maintenance on the basis specified in Condition 4.1;

“we” means IT Relocation(registered in England number 6422701) with its registered office at 8 Lloyds Court, Manor Royal, Crawley RH10 9QU (and “our” and “us” shall be interpreted accordingly);

“You” means the Customer (whether you are a person, firm or corporation) whose details are set out in the Schedule and for whom we will provide the Maintenance Services (and “your” shall be interpreted accordingly).

2 The Contract

2.1 The Contract between us is formed when the Schedule has been signed by a Manager of IT Relocationand dated or when we begin to provide the Services, whichever is sooner

2.2 The Contract shall be renewed automatically at the end of the Initial Period (where applicable) for an identical period (and shall be renewed automatically at the end of each subsequent period) unless and until terminated in accordance with Condition 9.

2.3 No employee, agent or sub‐contractor of IT Relocationis authorised to vary or waive any part of the Contract, other than a Manager who may only do so in writing. You acknowledge, in particular, that no statements or representations made prior to the Contract being formed shall form part of it, nor shall you be entitled to rely on them in any way.

2.4 We undertake to provide the Maintenance Services in respect of the Equipment in accordance with the Conditions.

2.5 These Conditions shall prevail over your terms and conditions (if any) relating to maintenance of the Equipment, notwithstanding any provisions to the contrary.

3 Maintenance Charges

3.1 The Maintenance Charges shall be calculated by reference to the Annual Value and we shall invoice you accordingly. Maintenance Charges shall be payable monthly in advance after the Contract Start Date.

3.2 IT Relocationreserves the right to suspend service for non payment of the Agreement within fourteen days of the invoice date and give notice of termination within 28 days. However this will not effect your requirement to pay the amount in full, no discount will be given for the period of suspension in service.

3.3 We shall not be entitled to vary the Maintenance Charges within 12 months of the Contract Start Date although, if Additional Equipment is added during the Contract, we may increase the Maintenance Charges on a pro rata basis.

3.4 The Maintenance Charges shall include the travel, accommodation and subsistence expenses of our employees, agents or sub‐contractors incurred in the provision of the Maintenance Services, but shall not include the cost of any Additional Services.

3.5 If you or any associated person, firm or company directly or indirectly employs or engages any of our existing or former consultants during the Contract or within 12 months of its termination, we shall be entitled to charge you the equivalent of 13 weeks at our standard charges. If we replace an on‐site engineer due to the above you will also be liable to pay all costs incurred by IT Relocationi.e. Recruitment Fee, Management Time, etc

3.6 If the Contract is terminated by us in accordance with clause 9.3, the Maintenance Charges shall be calculated by us on a time and materials basis at our prevailing rates (or, at our option, by reference to the Annual Value on a pro rata basis).

4 Maintenance Services

4.1 The Maintenance Services shall comprise curative maintenance and, if specified, preventative maintenance in respect of each item of Equipment at the Location.

4.2 Curative maintenance shall comprise:

4.2.1 upon receipt of a request from you, the inspection, testing and diagnosing (by attendance at the Location, remotely or at one of our workshops) by us of any fault reported in an item of Equipment; and

4.2.2 the carrying out by us of such repairs, replacement of parts, non‐ cosmetic cleaning, lubrication or adjustment as we shall judge necessary to remedy the fault, and consider within economic repair. Should the repair be uneconomical we will offer either an upgrade at cost price or a reduction of the cost of new equipment, which will be at least the value of the unit maintenance price;

4.3 Preventative maintenance shall comprise:

4.3.1 the routine inspection and testing (by attendance at the Location, remotely or at one of our workshops) by us of each item of Equipment in accordance with our recommendations; and

4.3.2 the carrying out by us of such repairs, replacement of parts, cleaning, lubrication or adjustment to each item of Equipment as we shall judge necessary as a result of our inspection and testing.

4.4 Curative maintenance will be provided upon request by you between the hours of 9 am and 5.30 pm Monday to Friday (excluding bank and other public holidays). We will use our reasonable endeavours to respond to a request for curative maintenance within the appropriate response time shown in the Equipment Inventory or as specified in Additional Provisions.

4.5 Preventative maintenance will be provided at such times during normal business hours as shall from time to time be agreed between you and us.

4.6 We shall bear the cost of transporting the Equipment to our workshops when carrying out the Maintenance Services.

5 Additional Services

5.1 Additional Services are deemed to be the following:

5.1.1 the correction of any fault due to: your failure to maintain a suitable environment for the Equipment at the Location in accordance with the manufacturers written specifications, including a failure to maintain a constant power supply, air conditioning or humidity control; your neglect or misuse of the Equipment or your failure to operate the Equipment in accordance with the Equipment’s instruction manuals or for the purposes for which it was designed; the alteration, modification or maintenance of the Equipment or its specification by anyone other than us without our prior consent; the transportation or relocation of the Equipment; the use of defective or inappropriate supplies with the Equipment; (if required a standard installation charge will prevail) any defect or error in any software used upon or in association with the Equipment (unless and to the extent that we have agreed to maintain that software); any accident or disaster affecting the Equipment including fire, flood, water, wind, lightning, transportation, vandalism or burglary; your failure, inability or refusal to afford our personnel proper access to the Equipment;

5.1.2 the painting or refinishing of the Equipment;

5.1.3 electrical work external to the Equipment;

5.1.4 the provision of supplies or consumables for use in association with the Equipment (if required a standard installation charge will prevail):Toner Cartridge; Toner; Drum cartridge; Fuser units; Rechargeable batteries; Keyboard; Mouse; Laptop Screens; PCMCIA Cards; Collector units; Ribbons; Paper separator belt; Paper; Ink; Developers; Print Heads; Thermal Units; 14″ and 15″ Monitors; (Unless priced individually on Schedule).

5.1.5 any modification, alteration or removal of or attachment to the Equipment;

5.1.6 any work which, in our opinion, is impractical to perform due to a change in the Location or position of the Equipment.

5.2 At your request we shall provide all or any of the Additional Services, but shall be entitled to charge the Additional Charges. We shall also be entitled to charge the Additional Charges if Maintenance Services are provided in circumstances where any reasonably skilled and competent data processing operator would have judged your request to have been unnecessary. Additional Services are not covered under Curative Maintenances Service Level Targets.

5.3 We may invoice you for Additional Charges as soon as they have been incurred.

6 Your Obligations

You agree to:

6.1 grant us such access to the Location as we shall from time to time reasonably require in order to discharge our obligations;

6.2 make available at the Location such facilities as we shall reasonably require in order to discharge our obligations, including adequate work space, storage and office furniture and equipment;

6.3 take all reasonable precautions to protect the health and safety of our employees, agents and subcontractors while at the Location;

6.4 make the Equipment available and supply all documentation and other information necessary for us to diagnose any fault in the Equipment;

6.5 inform us immediately if the Location, position, specification or quantity of the Equipment changes;

6.6 make available for collection by us at a mutually convenient time any hardware or software at your premises;

6.7 keep in good working condition and make available to us at least one copy of all magnetic media of each type used on the Equipment for maintenance purposes and also make available for maintenance purposes such quantities of consumable items as we may reasonably request; and

6.8 Insure all IT Relocations Equipment on your property and deliver up in good working order upon termination of the Contract.

7 Our Warranty

7.1 We warrant:

7.1.1 to perform the Maintenance Services and any Additional Services with reasonable care and skill and within economical repair;

7.1.2 to perform any Additional Services within a reasonable time of being so requested by you;

7.1.3 that we own any replaced parts for the Equipment (and these parts will remain our property) and you own any replacement parts for the Equipment; and

7.1.4 that any replacement parts (which may be second‐hand or reconditioned) will be of satisfactory quality and reasonably fit for their purpose.

7.2 We do not warrant that the Maintenance Services (or the Additional Services) will cause the Equipment to operate without interruption or error.

7.3 Subject to the above, all conditions, warranties, terms and undertakings (express or implied, statutory or otherwise) in respect of the performance by us of the Maintenance Services or Additional Services are excluded.

7.4 Our liability to you for death or injury resulting from our negligence or the negligence of our employees, agents or sub‐contractors shall not be limited. Our entire liability in respect of any other breach by us of our obligations or other acts or omissions (including negligence) shall be limited to damages of an amount equal to the Maintenance Charges for the 12 months immediately preceding the date of the breach or other act or omission. However, we shall not be liable to you for loss of profits, goodwill or any type of special, indirect or consequential loss even if the loss was reasonably foreseeable or we had been advised of the possibility of your incurring the loss.

8 Your Warranty

You warrant that:

8.1 you are responsible for the Equipment (which will be at your risk) and that you have full power and authority to enter into the Contract and you will also indemnify us against any loss or damage that we may suffer as a result of a breach by you of this warranty; and

8.2 the information regarding the specification and amount of the Equipment contained in the Equipment Inventory is accurate (and we reserve the right to alter the Annual Value accordingly to take into account any variations).

9 Termination

9.1 The Contract may be terminated:

9.1.1 by you upon giving not less than 90 days but not more than 180 days notice to us to expire at the end of the Initial Period (or any subsequent period following renewal pursuant to Condition 2.2);

9.1.2 immediately by us if you fail to pay the Maintenance Charges or any Additional Charges within 14 days of the due date;

9.1.3 Immediately by either you or us if the other commits any material breach of any term of the Contract and, following a breach capable of being remedied, shall not have been remedied the breach or shall not have taken steps to prevent the breach recurring within 30 days written request by the other to do so, detailing fully the breach;

9.1.4 immediately by either you or us if: the other shall convene a meeting of its creditors; a proposal shall be made for a voluntary arrangement or for any other composition scheme or arrangement with (or assignment for the benefit of) the other’s creditors; the other shall be unable to pay its debts; a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other; a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).

9.2 Any termination of the Contract pursuant to Condition 9.1 shall not affect your obligation to pay the Maintenance Charges for the year of termination and, accordingly, no refund shall be due to you.

9.3 In addition, if in our opinion, following a site surveyor a review of the Maintenance Services, it is not economic for us to continue with the Contract and it is therefore viewed uneconomical, we may terminate the Contract within three months of the Contract Start Date by giving at least seven days notice to such effect.

9.4 Termination shall be without prejudice to any other right or remedies either we or you may be entitled to and shall not affect our or your accrued rights liabilities nor the coming into continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

10 Confidentiality

10.1 We and you undertake to each other to keep confidential all information concerning the business and affairs of the other that we or you shall have obtained or received as a result of the discussions leading up to or the entering into of the Contract except for information:

10.1.1 already in our or your possession (other than as a result of a breach of this Condition); or

10.1.2 in the public domain other than as a result of a breach of this Condition.

10.2 We and you undertake to each other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Condition 10.1 by our or your employees, agents and subcontractors.

11 Force Majeure

11.1 Neither we nor you shall be liable to the other for any breach of our or your obligations resulting from causes beyond our or your reasonable control (namely, an Event of Force Majeure).

11.2 We and you agree to give notice immediately to the other upon becoming aware of an Event of Force Majeure containing details of the circumstances giving rise to the Event of Force Majeure.

11.3 If a default due to an Event of Force Majeure shall continue for more than 10 weeks, then the one of us not in default shall be entitled to terminate the Contract. Neither we nor you shall have any liability to the other in respect of the termination of the Contract as a result of an Event of Force Majeure.

12 General

12.1 The waiver by you or us of a breach or default of any of the provisions of the Contract by the other shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on our or your part to exercise any right, power or privilege that we or you have or may have operate as a waiver of any breach or default by the other.

12.2 We shall not be liable to you for loss or damage arising from or in connection with any representations, agreements, statements or undertakings made prior to the Contract Start Date other than those representations, agreements, statements and undertakings confirmed by one of our technical directors in writing or expressly incorporated or referred to in the Contract.

12.3 We shall be entitled to assign the Contract and to appoint agents or sub‐ contractors to perform the Maintenance Services and Additional Services (although we shall only use IT Relocationapproved companies whose staff have attained the required standard of proficiency in relation to the Equipment). You may only assign the Contract with our prior written consent. The Contract shall be binding upon and continue for the benefit of our and your assigns and successors.

12.4 “Our invoices are payable within thirty days of their date and we reserve the right to charge you interest in respect of late payment of any invoices at the rate of four per cent per annum above the base rate from time to time of Barclays Bank PLC from the due date until payment .”

12.5 Headings to clauses in these Conditions are for the purpose of information and identification only and shall not be construed as forming part of the Contract. Words in the singular include the plural and vice versa.

12.6 We reserve the right to amend these Conditions from time to time (other than during the Initial Period) and shall notify you of any changes at least 90 days in advance.

12.7 The Contract shall be governed by and construed in accordance with English law and we and you agree to submit to the non‐exclusive jurisdiction of the English courts.

13 Notices

Any notice, request, instruction or other document to be given shall be delivered or sent by first class recorded delivery post or by facsimile transmission (to be confirmed by letter sent by first class recorded delivery post posted within 12 hours) to our or your address or number set out in the Schedule (or such other address or number as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery, (if sent by post) 48 hours after posting and (if sent by facsimile transmission) 12 hours after despatch. E‐mail notification will be deemed not suitable.

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