Terms & Conditions | Hosting

Associated Consultancy Services Support & Maintenance Contract Terms & Conditions

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Definitions in this agreement

“ACS shall mean Associated Consultancy Services. The First Floor. The Chase Golf Club. Pottal Pool Road. Penkridge, Staffs ST19 5RN.
“Customer” means the company, organisation, person or persons that enter into the agreement for the supply of Support services.
“Users” and or “End Users” means the individual(s) using the products and or services
“Account” means the confidential file where the details of the customer are held.
“Agreement” means a contract for the provision of ACS’s Support Services signed by both parties (ACS and the Customer). The agreement declares that the customer accepts ACS’s Support & Maintenance Contract Terms and Conditions and agrees to the provision of services as outlined in the support schedule.
“Support Schedule” means the schedule to the Agreement listing the services, products, software and or applications covered under the agreement
“SLA” means the Service Level Agreement that dictates the Response Times provided by ACS to the Customer for Incidents and the availability / regularity of services.
“System Audit” means an assessment of the customer system(s) by an ACS consultant in order to gain the necessary understanding of the system for ACS to be able to supply the required level of support. “The Initial period” means the period of 12 months from the commencement of the Support Contract. The services will be provided for a period of one calendar year (or part thereof) from the date of this agreement for the price specified in the schedule.
“Subsequent period(s)” means the subsequent period (s) thereafter unless terminated by not less than 1 months written notice to expire at the end of the relevant year.
“Continuity” means the contract is deemed as renewed unless cancellation is received in writing with not less than 1 months’ notice prior to the annual renewal date, any variation on this cancellation notice is at ACS’s discretion.
“Distributor” means any supplier to ACS
“Vendor” and/or “third party software vendor” means the company who has designed or developed the software
“Equipment” means the equipment specified in the Support Schedule
“Roaming Computers/ Users” means a workstation, mobile communication device or user that is not permanently located at the Customer’s site when the workstation or mobile communications device in question is owned by the Customer and is part of the Customer’s domain.
“Server Instance” means a network, email or other server, whether physical or virtual.
“System” means the network, software, Server Instances, or any other item being maintained under the Agreement as defined in the support schedule of the Agreement
“Software” refers to the Software Products specified in the Support Schedule. “Software applies to all parts of software, to new releases, updates and modifications of the software.
“Support Hours” means 9.00am to 5:00pm Monday to Friday excluding public and national holidays. ACS reserves the right to reduce these support hours during Christmas and New Year and will publish any change of hours prior to the period on the ACS website at www.ACS-support.co.uk and also on Syncro-IT website at www.syncro-it.co.uk
“Our representative” means any employee, agent or subcontractor of ACS or other third party.
“Support Service” means any IT Support services as specified in the support schedule. Support may include both proactive and reactive actions to maintain the System’s accepted operational status. There will be times when Changes as opposed to Support are required to maintain the accepted operational status of the System. Such Changes may be deemed as being chargeable.
“Change(s)” mean a modification that is material or otherwise that alters the hardware or software configuration of the System defined in the Agreement.
“Remote support’ means any support given to you by us that is not given on site.
“On Site Support” means the provision of support services by ACS at the customer site(s) as specified in the support schedule. “Customer Site” means the Site or Sites specified in the Support Schedule at which the Customer operates the System defined in the Agreement.

1.0 Contract Cover Details

Associated Consultancy Services (ACS), shall provide telephone, modem, and onsite support if necessary as specified in this agreement.
1.1. ACS will endeavour to respond to requests for support within eight working hours of a call being logged provided that calls requesting support are made between 0900 hours and 1200 hours and 1400 hours and 1715 hours Monday to Friday, excluding Public holidays.
1.2. Contracts are on a labour only basis. Any replacement parts will parts will be invoiced separately.
1.3. Visits to the “Customer’s” premises resulting from a request for support not covered by the agreement will be charged according to ACS’s current chargeable rates at the time, unless otherwise previously agreed between the “Customer” and an authorised representative of ACS. The customer will be notified of any charges before work commences.
1.4. Support does not include system recovery from vandalism; break in, theft, or misuse of the system. In these instances ACS’ services will be charged at the rate prevailing at that time. The customer will be notified of these charges before support work commences.
1.6. Software recovery will only be attempted to the last secure DATA backup available, or if necessary to the reloading of the original software PROGRAM master disks. The provision of these back up devices remains the responsibility of the customer.
1.7. ACS shall not be liable to provide support should the customer or any other party carry out adjustments or enhancements to the customers system without ACS’s prior knowledge and written consent.

1.8. ACS shall not be liable for any consequential financial loss or damage however caused as a result of system failure.
1.9. ACS reserves the right to employ subcontractors in order to carry out any service required under this agreement.
1.10. ACS reserves the right to suspend this agreement in the event of environmental conditions at the customer’s site contributing to equipment or software failure without refund or liability for any losses of whatsoever nature, suffered by the customer during the said suspension.
1.11. In the event of strikes, Acts of God, War or any other cause of events, which prevent ACS from carrying out this agreement, ACS shall not be liable for any losses or damages suffered by the customer.
1.12. The provision of Antivirus and Firewall software / hardware remains the responsibility of the “Customer”. ACS will not be responsible for the maintenance or updates of Antivirus or Firewall software / hardware.
1.13. Travel charge as detailed in Schedule of Support to be calculated and invoiced using standard Microsoft AutoRoute distances from our Cannock Office location.
1.14. ACS will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of any Website or to your downloading of any material from Web or own media hardware.
1.15. This agreement will continue for a minimum period of 12 months from the commencement date and thereafter will continue until the expiry of three months’ notice of termination in writing by either party.
Headings Side headings are for convenience only and shall not affect the construction of the conditions of this contract

2.0 Commencement of Support Service

2.1 Upon commencement of the Support Service Agreement a System Audit will be performed, ACS may at its discretion require the system audit prior to commencement of the Support Service Agreement. ) This agreement is subject to the Equipment being found in a fault free and serviceable condition by inspection. Should the Equipment not be fault free or serviceable any work required to make it so will be considered a chargeable service outside of the terms of this agreement. 2.2 The Customer accepts responsibility for the status of their System prior to the involvement of ACS
2.3 Any deficiencies found during the System Audit will be noted in the report produced and can be corrected or improved by ACS for a fixed price.
2.4 The Customer is under no obligation to commission ACS to resolve issues discovered during the System Audit.
2.5 If the Customer does not wish to adopt recommendations for improving aspects of the System or resolve deficiencies highlighted or if there are omissions in the information provided by the Customer during the System Audit, ACS retain the right to charge additional fees or impose reasonable limits on the Support provided for certain aspects of the System.
2.6 The fees for ACS’s Support Service will be calculated based upon the number of sites, Server Instances and workstations within the Customers IT System along with any other relevant factors or specific requirements the Customer may have. A quotation will be provided to the customer confirming costs for the support service
2.7 The Support Service Agreement will include the Support Schedule. This will be a list of the component parts of the support service and associated SLA’s. The Supplier may at its option temporarily provide a substitute for any of those parts constituting the equipment
2.8 The acceptance of this agreement denoted by the signature on the schedule of an authorised signatory of the parties and the notification by the Supplier of a Maintenance Service Agreement Number (MSAN) will create a contract between the Supplier and the Customer and will be construed as confirming the Customer’s total acceptance of these terms and conditions subject only as may otherwise be agreed in writing to both parties
2.9 Sign off of the Agreement by the Customer will be deemed as acceptance of the support schedule and therefore acceptance of what will be supported under the terms of the Agreement.
2.10 Support Schedules may require amending from time to time depending upon the Customer’s needs and Changes to the System. Any such amendments will be recorded and appended to the Agreement.
2.11 The Support Schedule may include Roaming Computers / Users (usually laptops or mobile communications devices such as iPhones) that are regularly away from the Customer’s Site. Such computers must be owned by the Customer and of a configuration that is consistent with the computers at the Customers Site. This configuration requires Roaming Computers to be within the Customer’s domain architecture and having appropriate Antivirus software installed.
2.12 The Customer will be required to provide confirmation of all Software Licensing applicable to the System either at the commencement of the Agreement or as required by ACS during the Agreement.
CUSTOMER RESPONSIBILITIES
The Customer undertakes to:
2.13 ensure that the environmental and electricity supply conditions are suitable for the Equipment and are maintained in accordance with the Manufacturer’s recommendations.
2.14 use the cabling services of the Supplier where possible. If the cabling services of the Supplier are not used then the Supplier reserves the right to verify that the cabling and associated components are of a sufficient quality and specification for the contracted system. Where the cabling and computer are not up to specification they will be made good at the Customer’s cost.
2.15 allow the Supplier access to the Equipment for maintaining purposes, provide adequate working space and facilities for the Supplier’s staff and will cooperate with them in the diagnosis of Equipment malfunction.
2.16 keep and operate the Equipment in a proper and prudent manner and ensure that only competent and authorised persons are allowed to operate it.
2.17 not move the equipment nor make any addition, modification or adjustment to it without prior written consent of the Supplier nor allow anyone other than the Supplier’s staff to adjust, repair or maintain it.
2.18 use only media which is a type approved by the manufacturer of the Equipment or is used shall not be unreasonably withheld.
2.19 insure any loan Equipment supplied by ACS hereunder to its full value with a reputable insurance company and shall supply confirmation of this in writing. In the event of damage to the said equipment, the customer shall be liable to pay to ACS the cost of repair or replacement of the said equipment
Supply of spares and support from third parties
The Supplier is able to supply the Services under this agreement by the provision of spares and software support from its suppliers. Should the supply of such spares and support be interrupted or curtailed for any reason then the Supplier reserves the right to terminate or amend this agreement.
Information
The Customer agrees to make available to the Supplier’s staff all information concerning its operations as may be necessary for the fulfilment of the Supplier’s obligations under this agreement.

3.0 Requesting Support

3.1 All requests for Support from the Customer must be made via e-mail to our centralised support logging system via support@syncro-it.co.uk. (Syncro is the central support call logging agent for ACS)
3.2 The Customer must inform ACS of any Incidents as soon as is practically possible. If there is a delay informing ACS of obvious warning signs then the fault may grow and cause additional impact.
3.3 Upon receiving notification regarding an issue with the Customer’s System, the issue will be logged as an Incident with an allocated Incident reference number. The Incident reference number along with details of the Incident will be notified to the Customer. The Supplier will use best endeavours to respond to all calls for service within the time specified.
3.4 In the event of the Customer wishing to query the progress of an Incident, the Customer must be able to state the specific Incident reference number to enable ACS to identify the Incident in question.

4.0 Delivery of Support

4.1 Support will be delivered by ACS to the Customer in accordance with the Support Schedule. The Support Schedule will be stated in the Support Service Agreement.
4.2 ACS retains the right to install 3rd party software on the Customer’s System to facilitate the remote connection and delivery of Support to the Customer. In accordance with this right:
4.2.1 If at any stage following the commencement of the Agreement the Customer refuses ACS the right to install / use 3rd party software upon their System for the purposes stated in clause 4.2 above, ACS retains the right to revise any pricing previously agreed for the Agreement or to terminate the Agreement.
4.2.2 ACS warrant to the Customer that all 3rd party software installed upon the Customers System for the purpose stated in clause 4.2 above will be licensed accordingly by ACS
4.2.3 The ownership of 3rd party software installed upon the Customer’s System for the purpose stated in clause 4.2 above will remain vested in ACS
4.2.4 The Customer can request that ACS demonstrate and explain what 3rd party software it intends to install on the Customer’s System and for what purpose it is intended.
4.3 Whilst working on Incidents, Consultants will keep a record of the time they spend and the actions taken. This information will be logged in the ACS Support Application under the specific Incident reference number.
4.4 No guarantees or commitments will be given regarding the length of time required for resolving Incidents.
4.5 In providing Support, Consultants regularly refer to colleagues for help and advice with specific issues in order to resolve incidents as quickly as possible.
4.6 To ensure that Incidents are resolved as quickly as possible and to reduce the reliance on individual Consultants, ACS retain the right to allocate Consultants to Incidents and actions within Incidents as they see fit, depending on the skills, experience and availability of Consultants.
4.7 The support schedule specified in the Agreement will determine the actual Response Times available under the following categories:
4.7.1 All supports calls will be responded to within an 8 working hour timeframe.
4.7.2 On Site Support (Response Times will vary depending on location of Customer Site)
4.8 ACS retains the right to decide whether Support will be delivered remotely or on site at all times.
4.9 If as a consequence of Support being provided, software, other than that installed by ACS for the purpose of facilitating remote connection and the delivery of Support as stated in clause 4.2. is installed, configured or in any way utilised on the Customer’s System the Customer is responsible for having the appropriate license for the intended use of that software.
4.10 The Customer accepts that whilst ACS may advise on software licensing matters the Customer will be legally liable for maintaining, acquiring and proving that appropriate licensing agreements for all software in use on their IT System exists. Consequently the Customer will be solely legally liable to pay any fees, fines or other costs associated with software licensing except for software installed by ACS as per clause 4.2.
4.11 The customer will provide ACS or its representative with unrestricted access to the system and will provide such further facilities and assistance as the representative may require carrying out the work. ACS will not be liable for where its representative cannot provide support as a result of the Customer failing to provide such facilities or assistance.
4.12 All defective parts permanently removed by the Supplier will become the property of the Supplier and the replacements will become the property of the Customer upon payment by the customer.
4.13 The supplier reserves the right to make additional charges to cover abnormal use of the Equipment repairs due to other then fair wear and tear and service calls occasioned by other Equipment malfunction including without limitation operator error, accident, interruption of electricity supply and third party programming errors. (other than authorised by ACS)

5.0 Availability of Support

5.1 Standard Working Hours.
5.1.1 ACS’s standard working Hours for the provision of remote Support services are 9.00AM – 5.00 PM Monday to Friday
(excluding public holidays) unless expressly stated otherwise in the Agreement.
5.1.2 ACS’s standard working Hours for the provision of onsite Support services are 9.00 AM – 5.00 PM Monday to Friday
(excluding public holidays) unless expressly stated otherwise in the Agreement (Including 1 hour for lunch).
5.1.3 Consultants will work on varying shift patterns within the hours stated above. This means that individual Consultants do not necessarily work from 9.00 AM to 5.00 PM on a daily basis.
5.2 Out of Hours Periods.
5.2.1 ACS provide remote helpdesk Support during Out of Hours Periods which are the times beyond ACS standard working hours as outlined in clause 5.1 above, by pre-agreement only.
5.2.2 On Site Support will NOT be available during Out of Hours Periods unless explicitly stated in the Customer’s Support Agreement.
5.3 The Customer is responsible for giving ACS the authority to deal with 3rd party suppliers on behalf of the Customer. When such authority has not been provided, the Support that can be offered by ACS may be limited.
5.4 The full breadth and depth of ACS’s technical skills and expertise will not be available during Out of Hours Periods. Consequently there may be instances when the on duty Consultant reaches the boundary of their experience causing Support to be suspended until other technical members of staff are available.
5.5 When other technical expertise and experience is required in relation to an Incident logged during an Out of Hours Period there is no guarantee that this will be available before the start of the next normal working day
5.6 Planned maintenance (e.g. Server reboots) can be scheduled for Out of Hours Periods at no extra cost to customers with a support agreement.
5.7 ACS cannot guarantee that the remote connection to the Customer’s System will always be available due to issues with the Customer’s System or other external factors beyond the control of ACS (e.g. Internet Service Provider problems).
5.8 When Remote Support cannot resolve the Incident and On Site Support is required, the On Site visit will be arranged for the soonest available point in time during ACS’s standard onsite Support Hours 09.00 AM – 5.00 PM Monday to Friday.
5.9 When an onsite visit is required, it will take place in accordance with the Response Times available within the Customer’s Support Agreement. Consequently there is no guarantee that an onsite Support visit will commence immediately at the start of the next standard hours period (9.00AM)
5.10 When a Customer has an Incident that is being worked upon during normal business hours that remains unresolved at 5.00PM Support will not continue in the Out of Hours Period by default.
5.11 In order for Support on an Incident that remains unresolved at 5.00PM to continue and be worked on beyond 5.00PM, the Customer will be required to specifically request an immediate Out of Hours task to be logged within the Incident in question. 5.12 The Customer can opt to pay for Support during Out of Hours Periods either by:
5.12.1 Agreeing to a fixed fee as part of the overall contract cost in order to be able to log unlimited Out of Hours Support.
The fixed fee will be stated in the Agreement.
OR
5.12.2 Agreeing to pay for Out of Hours Support on a pay as you go basis at an agreed hourly rate stated in the Agreement. 5.12.3 Minimum billing periods will apply when Support has been delivered for part thereof the billing period in question.
(i.e. Up to 30 minutes of Support provision will result in a minimum charge of 1 Hour of time. Between 60 and 90 minutes of Support will result in a charge of 2 hours of time etc…)
5.12.4 When Out of Hours Support is requested on a pay as you go basis, the fees for Out of Hours Support will be invoiced in arrears as/when applicable as a separate line item in ACS’s Support invoices.
5.12.5 All Out of Hours Support Incidents logged will be subject to a minimum billing period of 60 minutes, followed by subsequent billing periods of 60 minutes.
5.13 ACS retains the right to revise the fees for Out of Hours Support from time to time and will notify Customers in advance in accordance with the guidelines stated in the Agreement from time to time.

6.0 Scheduled Maintenance

6.1 Where your support contract provides for, in addition to Telephone, Remote & onsite Support, ACS will provide regular scheduled maintenance visits as set out in the support schedule.
6.2 During the maintenance visit a consultant will attend site for the provision of maintenance services which will include, but not limited to, checking successful operation
of backup procedures, disk management and server updating/patching and other general servicing procedures.
6.3 Once the regular checks of the server(s) and systems have been completed any remaining time may be used for other IT associated purposes, i.e. installations or other work as requested by the customer.

7.0 Chargeable Services

7.1 A “Change” may be in the form of urgent repair work deemed as being within the scope of the Support contract in order to maintain the accepted operational status of the System. Alternatively a Change may be an enhancement for security, stability, scalability or functionality reasons that will not be covered within the scope of the Support Service Agreement unless undertaken at the discretion of ACS as a proactive measure.
7.2 Requests from Customers for Changes to their System not deemed as being implicit within the ongoing Support duties required under the scope of this Agreement will normally be chargeable as separate pieces of work. ACS will however assess each request on a request by request basis. If a request can be completed via remote support within a 30minute period there will not normally be a charge, any work requiring longer involvement will be charged in billing periods of 60 minutes at the rate specified in the support agreement.
7.3 For separate pieces of work in the form of “consultancy” or “project work”, charges will be at the hourly rate as set out in the support agreement, unless a fixed price has been pre-agreed in the form of supporting quotes and proposals. The Customer will be required to confirm commencement of such work via sign off of a work sheet.
7.4 ACS will always endeavour to seek the Customer’s approval for chargeable Changes in advance, however, ACS retain the right to perform chargeable Changes that fall outside of the Agreement without prior sign off if deemed absolutely necessary for the continued operation of the Customer’s System.
7.5 ACS retains the right to revise the fees charged for ongoing Support under the Agreement following the implementation of Changes.
7.6 Any Changes performed by ACS to the System will be Supported under the Agreement, once any warranty periods have expired, and pending agreement being reached on revised fees for ongoing Support (if applicable).
7.7 The Customer retains overall responsibility for their System. Any Changes made to the System by the Customer or a 3rd party instructed by the Customer, may be approved in principle prior to being implemented. However, such changes will only be covered by the Agreement once approved by ACS upon completion of the implementation.
7.8 For such Changes to be approved upon completion, ACS must receive appropriate details from the Customer in a timely fashion in order to assess the impact they will have on the System and if they may cause the need for additional Support.
7.9 If accepted, with or without an increase to the fees charged via the Agreement, the Changes will be noted in Appendix 1 of the Support Service Agreement.
7.10 If Support is required for an unapproved System Change or another System, ACS will endeavour to provide Support under the terms of the Agreement, however ACS retain the right to refuse Support or impose additional charges as necessary.
7.11 If the Customer’s System grows in numbers of workstations or Server Instances by 5% over any given period, ACS retains the right to instigate a System review.
7.12 The result of the System review may lead to the fees charged under the Agreement to be revised.

8.0 Exclusions/Excluded Work

8.1 Customers must accept that computers, software and their associated products can be supplied in an imperfect state or can develop faults over time and that ACS’s role is to reduce the effects of such imperfections rather than to eliminate them.
8.2 ACS retains the right to exclude 3rd party software from the scope of the Agreement.
8.3 When 3rd party software is included within the scope of the Agreement, Support will only be provided to users that have a reasonable level of competency and once the user has used help files and other resources available from the vendor.
8.4 ACS do not commit to having experts available for all 3rd party software and therefore cannot guarantee being able to resolve all Incidents relating to 3rd party software logged and will not provide training under the terms of the Agreement.
8.5 When 3rd party information or services are provided ACS can make no guarantees about quality or suitability.
8.6 ACS cannot guarantee that any 3rd party software including but not limited to Antivirus, security and firewall software, whether or not recommended by ACS will keep computer(s) free of errors, viruses, worms, Trojans, email spam, spy ware, hacking or any other unauthorised access.
8.7 In certain circumstances when an issue exists with an aspect of the Customer’s System, ACS may recommend a solution that will require a capital cost outlay by the Customer. Such costs will not be covered by the Agreement.
8.8 If the Customer chooses not to adopt the solution recommended by ACS and the issues continue, ACS retains the right to refuse or limit Support in respect of the item / issue in question.
8.9 Alternatively a higher charge for continued Support for the item / issue may be introduced to reflect the additional effort that would not have been required if the recommendation were adopted.
8.10 ACS will require Administrator-level access to the System at all times
8.11 ACS cannot be held responsible for being unable to provide Remote Support due to a lack of remote access to the System, when the lack of remote access results from a problem with connectivity that is beyond ACS’s control.
8.12 ACS will respond to Incidents in accordance with the Support Schedule that is specified in the Agreement.
8.13 ACS retains the right to decide the appropriate course of action for each Incident and will follow the necessary troubleshooting steps in order to diagnose and then rectify the Incident.
8.14 Depending upon the nature of the Incident, ACS may have to impose a workaround to rectify the Incident as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if the Customer decides not to proceed with a permanent fix.
8.15 A workaround may be of a technical nature or may involve changing a manual business process performed by the Customer.
8.16 ACS will always aim to return the affected area of the System to an acceptable operational state, however depending on the nature of the problem this may not be possible without Changes to the System being made as in accordance with the Changes as described in section 6.
8.17 ACS retains the right to not install, configure or Support any software for which the Customer cannot provide / produce a valid license for.
8.18 Other services not included as standard within the scope of the Agreement include:
8.18.1 Procurement of new or replacement hardware, software of whatever nature.
8.18.2 Installation, physical removal or relocation of hardware and software.
8.18.3 Provision of Hardware warranty for repairs or replacement of equipment including but not limited to networked printers, photo copiers, fax and scanning machines (The Customer is responsible for keeping records of all 3rd party warranties and licences).
8.18.4 Provision of Antivirus Software (ACS will make recommendations but the Customer will remain responsible for purchasing the appropriate licence).
8.18.5 Technical or end user training on the Customer’s System or 3rd party applications.
8.18.6 Internet connections email and web hosting services and remote file storage services.
8.18.7 Work required as a result of operator error or any other improper use, care of or accident to the system, or any failure of or change in: electricity, air conditioning, humidity control or other environmental or operating conditions not recommended or approved by ACS, or by the system manufacturer
8.18.8 Electrical or other work external to the equipment.
8.18.9 Work on any item of the equipment that has been moved, repaired or tampered with by any person other than one of ACS’s representatives.
8.19. Fair Usage Policy
Associated Consultancy Services monitors Fair Usage by recording ‘man-hours’ spent on calls, dial-ins, site (where applicable) and workshop. Individual months where the figures exceed the fair usage quota are ignored as a good faith gesture unless the usage is considerably over. Labour is recorded over time and if figures are consistently exceeding its FUA, we will ask the customer to purchase additional blocks of support to cover additional support.

9.0 Complaints

9.1 In the event of a complaint in respect of ACS’s Support Services in whole or part, the Customer shall notify ACS as soon as possible.
9.2 When a Customer needs to raise a complaint, the complaint should be lodged with a director of ACS either verbally or in writing. The Director will then investigate the complaint to resolve the issue or provide a full explanation of the actions / issues that resulted in the complaint.
9.3 If ACS fail to resolve the Customers complaint in a reasonable and or timely fashion, the Customer may exercise its right to terminate the Agreement with immediate effect as outlined in section 13.
9.4 In the event that the Customer is dissatisfied with the quality of performance of a Consultant, the Customer must inform ACS immediately, stating the basis for dissatisfaction. If, in the view of ACS, the situation merits it, ACS will withdraw the Consultant immediately and will use its reasonable endeavours to provide a replacement.

10.0 Arbitration

Any dispute, difference or question between the parties with respect of any matter arising out of or relating to this contract which cannot be resolved by the two parties within a reasonable period (but in any case not exceeding 90 days) shall be referred to the arbitration of a person to be appointed by the President of the Law Society in accordance with the provisions of the arbitration’s Act 1950 or any statutory modification or re-enactment thereof.

11.0 Invoicing and Payment

All charges in respect of the Services are due for payment on signing of this agreement and thereafter at the anniversary date. No (MSAN) Maintenance Service Agreement Number will be issued by the Supplier until payment in full has been received and no service will be provided whilst a payment is outstanding. If any sum payable under these terms and conditions becomes overdue the Supplier reserves the right to charge interest on a day to day basis from the original due date of receipt by the Supplier of the sum due. The rate of such interest shall be three percent above the base rate of the Royal Bank of Scotland in force from time to time.
11.1 ACS pricing for the Services are stated on the Support Schedule. This agreement will commence on the date as specified in the attached schedule. The contract will automatically be renewed on each anniversary upon payment by the Customer of the current charges as quoted by the supplier three months prior to the renewal date.
11.2 The prices quoted for the Service are in respect of a monthly charge (or part thereof in the case of additional equipment added to an existing contract) for the maintenance of the equipment listed in the schedule commencing on the date of this agreement and expiring on the anniversary of this (or in this case of add-on equipment the existing) agreement (the Renewal Date).
11.3 All prices quoted are subject to change by the Supplier on the provision of 30 days’ notice to the Customer. Any period of maintenance for which the charges have been pre-paid will unaffected by a change in prices.
11.4 The Customer will be invoiced for ACS’s Support Services in advance and is payable from the date of acceptance of the agreement by both parties and will be subject to the following conditions:
11.4.1 For the initial period of the agreement the customer will not be required to pay any increased support charges. Subsequent period(s) may incur additional charges, and be increased at any time on or after the expiration of the initial period, subject to ACS providing written notification no less than 30 days before such increase.
11.4.2 Upon the customer terminating the Support Service Agreement payments or arrears will be proportionate up to the date of termination.
11.5 The Customer may pay monthly in advance via Standing Order i.e. a January Invoice covers February and is due for payment no later than 1st February by standing order or BACS.
11.5.1 ACS reserves the right to change the payment frequency to annually in advance, where a customer’s payment of monthly invoices is not made promptly by standing order or BACS for a period of 3 months.
11.5.2 The customer will not be eligible to any discount for services if ACS finds it necessary to change the payment frequency to annually in advance.
11.6 If a payment from the Customer is not made for support charges or any part thereof, and remain unpaid for a period of 30 days, ACS may without prejudice to other rights, give notice in writing to the customer requesting payment within seven days, failure to pay within the seven day period may result in termination of the support services and ACS’s obligations under the agreement.
11.7 For work performed on behalf of UK registered organisations all amounts invoiced will be subject to VAT payable at the then prevailing rate, The total support charges for the agreement will be detailed in the support schedule excluding VAT.

12.0 Warranty/Guarantees

All repairs carried out by ACS or our representatives shall be guaranteed for a period of 30 days. This guarantee does not affect the Customers statutory rights.

13.0 Patents and Copyrights

Copyright subsists in the Supplier’s proprietary Software. Software supplied by the Supplier under licence Software supplied to the Customer under licence from other vendors and all documentation relating thereto (where printed or stored magnetically). This agreement does not vary the terms of any licence entered into by the Customer relating to any software product. Under no circumstances does the use, acquisition or maintenance of such Software transfer copyright to the Customer.

14.0 Data security/Recovery

ACS will not be held responsible for any data corruption or loss, howsoever caused. Should any such data loss occur, ACS will make every effort to recover the data. If 3rd party specialist data recovery services are required, then it is the customer’s responsibility to cover the cost for this.

15.0 Termination of Agreement

15.1 The Customer can terminate the Agreement at any time with the provision of 90 days’ notice in writing following the expiration of the initial period.
15.3 ACS can terminate the Agreement or any aspect of it including at any time with 90 days’ notice in writing.
15.4 ACS can terminate the Agreement or any aspect of it with immediate effect if the Customer becomes the subject of a receivership, winding up, administration or bankruptcy order (or a petition is presented in respect of any of these). Or, if it otherwise appears to ACS that the Customer is insolvent and unable to pay its debts as they fall due.
15.5 ACS shall be entitled to terminate the Agreement in the event that the Customer commits a material breach of the Agreement and fails to remedy the breach within 90 days of receipt of written notice from ACS
15.6 The customer shall be entitled to terminate the Agreement in the event that ACS commits a material breach of the Agreement and fails to remedy the breach within 90 days of receipt of written notice from the customer.
15.7 Any termination shall be without prejudice to ACS’s other rights or to the Customers liability for amounts payable under the Agreement.
15.8 In the event of termination of the Agreement, ACS retains the right to uninstall any 3rd party software from the Customer’s System that ACS own the licence for or that ACS have installed on behalf of a 3rd party who own the software licence.

16.0 No Recruitment

16.1 the Customer agrees that during the term of this agreement and for a period of 12 months after its termination it will not employ or engage or offer to employ or engage any member of the Associated Consultancy Service’s or Syncronicity Ltd.’s staff without the prior written consent of the Supplier. The Customer further agrees that employment or an offer to a person in breach of this clause shall result in the Customer being liable to pay damages to the Supplier equivalent to 120 days’ work by the person in question at his or her then current daily fee.
16.2 the Supplier agrees that during the term of this agreement and for a period of 12 months after its termination it will not employ or engaged or offer to employ or engage any member of the Customer’s staff without prior written consent of the Customer. The Supplier further agrees that employment of or an offer to a person in breach of this clause shall result in the Supplier being liable to pay damages to the Supplier equivalent to 120 days’ work by the person in question at his or her then current daily fee.

17.0 Assignment

We may assign, subcontract or otherwise dispose of our obligations under the Agreement or any other agreement between the parties to any other party. Specifically, where we procure that a third party (such as the system manufacturer) provides a preventative maintenance routine, telephone, modem or onsite support or other services to the customer, the customer shall be bound by any additional terms which the third party may impose either on ACS or the customer, and if there is any inconsistency between the terms of business of the third party of and the terms of the Support Services Agreement the terms of the third party terms shall prevail. The customer may not assign the Support Services Agreement without prior written consent by a director of ACS

18.0 Confidentiality

Neither ACS or any of our representatives or customers will, without the other’s written consent , disclose to any third party any information concerning the business or method of working of the other party which may be revealed to it during the period of the agreement or otherwise, except as required by law or to the extent that such information may become public knowledge or may be acquired or generated by either party independently from the other otherwise than by reason of a breach of this clause

19.0 Limitation of liability

19.1 ACS is not responsible for the loss of Customer data. ACS is responsible for ensuring the backup software and related hardware (when applicable) is set up correctly, however, the Customer is ultimately responsible for ensuring the appropriate backups are completed and that tapes are taken off site or otherwise secured appropriately.
It will be the Customers responsibility to change backup tapes.
19.2 The liability of ACS for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the aggregate price paid for the services under the Agreement up to the date in question.
19.3 In no event shall ACS, it’s partners or suppliers be liable for costs of substitute goods or services, nor will they be liable for loss of profits, loss of data or any indirect, special, incidental, consequential or punitive damages however caused, whether due to a breach of contract, negligence or otherwise unless such liability is determined by a Court of competent jurisdiction, without further recourse to appeal, that it was caused by gross negligence, wilful misconduct or fraudulent acts, by ACS
19.4 the Customer indemnifies the Supplier in respect of:
19.4.1 direct physical damage to the Supplier’s property which is established to be the result of negligence by the Customer or its servants or agents.
19.4.2 direct physical injury to or death of any of the Supplier’s servants or agents resulting from the negligence of the Supplier or its servants or agents.
19.4.2 in no event shall the supplier be liable for indirect or consequential damages

20.0 Force majeure

20.1 Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, terrorist activity, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
20.2 If a default due to an Event of Force Majeure shall continue for more than twelve [12] weeks then the party not in default shall be entitled to terminate the Agreement. Neither party shall have any liability to the other in respect of the termination of the Agreement as a result of an event of Force Majeure.

21.0 Entire Agreement

21.1 The Support Services Agreement supersedes all prior Agreements made between ACS and the Customer for the provision of Support services and constitutes the entire Agreement between the parties relating to ACS’s Support Services.
21.2 The Agreement does not supersede the General Trading Terms and Conditions of ACS for any other business activities that the parties are or have been engaged in or may be engaged in the future.
21.3 No addition to or modification of any provision of these Terms and Conditions shall be binding upon the parties, except as set out herein, unless made in writing and signed by a duly authorised representative of each of the parties.
21.4 If any term, clause or condition of these Terms and Conditions is in violation of any applicable law, statute or regulation, the term, clause or condition in question shall be deemed as being deleted without effect to the remainder of these Terms and Conditions.
21.5 These Terms and Conditions shall remain in full force as if the deleted term, clause or condition had not been included. ACS and the Customer will negotiate, in good faith, alternative terms, clauses or conditions to those deleted that are mutually acceptable to both parties.
21.6 Headings are included for convenience only and shall not affect the interpretation of the Agreement.

22.0 Sole appointment

The customer shall not allow any persons other than ACS or one of its representatives to support the system.

23.0 Notice

23.1 Any notice given under the Agreement by the Customer to ACS shall be provided in writing by post or fax as set out below:
23.2 Postal address: Associated Consultancy Services The First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge, Staffs ST19 5RN
23.3 Any notice given under the Agreement by ACS to the Customer shall be provided to the Customer as set out herein and in accordance with the contact details for the Customer stated in the Agreement. The Customer may change its contact details from time to time if required, by the provision of notice to ACS.

24.0 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the
Courts of England and Wales to settle any dispute which may arise in connection with this Agreement, save that ACS has the right at its sole discretion to commence and pursue proceedings in alternative jurisdictions. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

 

Hosting Terms and Conditions

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1. DEFINITIONS

The following words shall have the following meanings:
1.1 “Agreement” means the physical Order Form (and/or a request for services via an equivalent online method approved by the Company), the Conditions, the AUP and the SLA;
1.2 “Assumptions” means the assumptions referred to in Clause 3.4 (and as may be changed in accordance with Clause 3.5);
1.3 “AUP” means the Acceptable Use Policy of the Company and a copy of which may be found on the Company’s website;
1.4 “Change Recommendation” means the change(s) which may be recommended by the Company at any time in writing in accordance with the mechanism set out in Clause 3.5;
1.5 “Change Request” means the change(s) which may be requested by the Customer at any time in writing in accordance with the mechanism set out in Clause 3.5;
1.6 “Change Response” means the written response provided by the Company to the Customer in accordance with Clause 3.5 following an investigation into the effect(s) of the proposed change(s);
1.7 “Chargeable Day” means one person working on a calendar day for up to seven and a half hours (7.5 hours);
1.8 “Colocation” means the accommodation of equipment owned by the Customer at a data centre operated by the Company and for these purposes “Colocated Equipment” means the equipment so accommodated and “Colocated Space” means the place where the Colocated Equipment is accommodated;
1.9 "Company" means Associated Consultancy Services whose registered office is situated at the First Floor, Chase Golf Club, Pottal Pool Road, Penkridge, Staffs ST19 5RN
These terms also apply to Associated Consultancy Services at the same address.
1.10 “Company’s Network” means the network owned and operated by the Company for the purpose of connecting the Customer to the Internet;
1.11 “Conditions” means these terms and conditions;
1.12 “Customer” means any person or organisation with whom the Company enters into the Agreement and as detailed on the Order Form;
1.13 “Internet” means the global data network comprising interconnected networks to which the Company is connected and provides access to its Customers;
1.14 “Internet Protocol Address” means such sequence of alphanumeric or numeric only characters as assigned by the Company to the Customer in relation to the Specification;
1.15 “Network Operator” means the legal entity or entities responsible for the operation of a communications network;
1.16 “Order Form” means the Company’s standard Order Form signed by the Customer relating to the Services to be provided by the Company to the Customer;
1.17 “Parties” means the Customer and the Company;
1.18 “Password” means the alphanumeric characters chosen and used exclusively by the Customer at its own risk for the purpose of securing and maintaining the exclusivity of its access to the Company’s Services;
1.19 “Services” means the services described in the current Company literature together with such Value Added Services to be provided by the Company to the Customer but excluding all or any representations made by the Company’s distributor which will not form part of the Agreement unless confirmed in writing by the Company prior to the purchase of the Services;
1.20 “Service Commencement Date” means the date identified as the target delivery date on the Order Form;
1.21 “SLA” means the Service Level Agreement of the Company and a copy of which can be found on the Company’s website;
1.22 “Specification” means a detailed written specification of the Services to be provided to the Customer under the Agreement;
1.23 “TCP/IP” is the abbreviation for Transmission Control Protocol/Internet Protocol;
1.24 “Upgrade Usage Charges” means the charges for such predetermined unit of time and/or volume of data together with any charges related to the Valued Added Services from time to time provided by the Company and in each and every case the said charges shall be such rates as are set out or referred to in the Company’s published tariffs and/or such as may be agreed in writing between the Customer and the Company;
1.25 “User” means any person, organisation or other entity that employs the Services provided by the Company and is in most cases the Customer;
1.26 “User name” means a sequence of alphanumeric characters as are used by the Customer to identify itself; and
1.27 “Value Added Services” means the provision of a service (or services) other than the Services which are agreed in writing between the Customer and the Company.

2. ACCEPTANCE OF AGREEMENT

2.1 The Company reserves the right to refuse to enter into any Agreement for the Services but if accepted by the Company the Services shall not be unreasonably withheld without proper justification.
2.2 The Customer acknowledges that the Conditions prevail over any of the Customer’s own standard terms and conditions whether set out on the Customer’s own standard order form or otherwise.
2.3 In the event of any conflict between the Conditions and the Agreement for the Services then the Conditions shall prevail.

3. SERVICES

3.1 The Company shall provide the Services to the Customer having regard to the provisions of the SLA.
3.2 The Parties shall produce and agree the Specification.
3.3 The Parties each agree to dedicate the necessary resources and use all reasonable commercial efforts to meet their respective deadlines set forth in the Specification. Any delay or adjustment in the Specification caused by the Customer’s delay shall be the responsibility of the Customer and the Customer will pay the Company for all costs incurred for wasted time and/or for the rescheduling of booked resources at the Company’s standard daily rates plus expenses.
3.4 In relation to performance dates, the number of Chargeable Days estimated to be required to complete the Services as detailed in the Order Form shall be reviewed following finalisation of the Specification and is based upon the following assumptions (known as “the Assumptions”):
(a) the scope of the tasks performed by the Company will not exceed those stated in the Specification;
(b) the Customer will perform and complete the Customer’s assigned tasks required by the Specification in a timely manner;
(c) the Customer will not suspend or delay the project in any manner without prior authorisation by the Company which shall not be unreasonably withheld;
(d) the Services are performed during normal working hours those being Monday to Friday 9.00 am to 5.00 pm except as otherwise agreed in writing between the Parties; and
(e) the Specification cannot be amended once it has been agreed.
3.5 Without prejudice to Clause 24, changes can only be effected in accordance with the following change control mechanism:
(a) either the Company may recommend, or the Customer may request, at any time in writing changes to any of the Assumptions, to any part of the Specification or other provisions of the Agreement;
(b) the Company will notify the Customer in writing within 10 working days of either the Company making a change recommendation (known as “a Change Recommendation”) or receiving a written request for changes from the Customer (known as “a Change Request”) of the time needed to investigate the implication(s) of the proposed change(s) together with the costs (if any) to be charged by the Company to the Customer for undertaking such an investigation;
(c) assuming the investigation proceeds (since it is for the Customer to give the Company a written instruction to investigate the implication(s) of the proposed change(s) by first having agreed to pay any costs to be charged by the Company to the Customer for undertaking it) the Company will give a written response (known as “a Change Response”) showing the effect(s) of the proposed change(s) including:
(i) a revised estimate of the number of Chargeable Days estimated to complete the Services;
(ii) a revised project timeline;
(iii) any additional expenses that will be incurred;
(iv) any effect(s) on other contractual provisions of the Agreement should the proposed change(s) be implemented and in so doing the Company shall use all reasonable endeavours to ensure that the Change Response is given within 10 working days (or such longer period as may be reasonably agreed between the Parties) of receipt by the Company of a written instruction to investigate the implication(s) of the proposed change(s);
(d) should the Customer wish to proceed with the proposed change(s), it will instruct the Company in writing of its wish as soon as reasonably practicable after receipt of the Change Response but in any event not later than 10 working days of receipt of the Change Response (or such longer period as may be reasonably agreed between the Parties) and in such a case those parts of the Agreement affected by the proposed change(s)once implemented will then be deemed to be varied in accordance with the details set out in the Change Response which will then form part of the Agreement; and
(e) until any change is agreed in writing and implemented the Parties shall continue to perform their respective obligations under the Agreement as if the change had not been proposed.
3.6 All key personnel and subcontractors provided by the Company to perform the Services pursuant to the Agreement shall have the appropriate technical and application skills to enable them to adequately perform their duties. All of the Services shall be performed in a competent and workmanlike manner. The Company will use all reasonable efforts to ensure continuity in staffing of its key personnel.
3.7 The Customer agrees to procure the agreement and understanding of the Customer’s own customers where the Services are to be sold to third parties and procure in writing the agreement of such customers that they agree to terms and conditions no less onerous than those
contained in the Conditions.
3.8 The Customer agrees not to oversell the Services (or any part thereof) under the Agreement to any third party.
3.9 Total data sent and received within the Company’s network is calculated monthly per customer and measured in Gigabytes rounded up to the next 1 Gigabyte.
3.10 The Company does not warrant that the Company’s technology or the Services will be compatible with any equipment, software or other technology not furnished by the Company.

4. THIRD PARTY SOFTWARE AND HARDWARE

4.1 All third party software and hardware shall be sold subject to the Customer’s acceptance of the relevant suppliers’ software licence(s) for such third party software. The Company aims, wherever possible, to pass onto the Customer the benefit of any and all representations and warranties it receives from the respective third party software suppliers but is under no obligation to do so given that such matters lie outside the Company’s control.
4.2 The pricing set forth in the Order Form for third party software is estimated to the extent that the actual cost may differ based upon such variables including (but not limited to) the Customer’s specific requirements, changes to functionality and changes in pricing by the third party software vendors on the date on which the software is ordered all of which said matters lie outside the control of the Company.
4.3 To the extent that third party software is supplied by the Company, the Customer may procure support services in accordance with the details set out in the Order Form but the Company’s offer to provide these support services is contingent upon the Company’s ability to obtain such support from the appropriate third party software supplier as a result of which the Company cannot and does not warrant that such third party software is or will be supported by the Company because such matters lie outside the control of the Company.

5. RIGHT TO CHANGE USERNAME, INTERNET PROTOCOL ADDRESS AND PASSWORD

The Company shall have the right at any time to change the Username, Internet Protocol Address and/or Password allocated by the Company to the Customer for the purpose of essential network maintenance, enhancement modernisation or other work deemed necessary for the effective operation of the Company’s Network.

6. PAYMENTS

6.1 All charges for the Services, as detailed in the Order Form, shall be paid by the Customer to the Company annually in advance unless otherwise agreed in writing between the Parties in the manner prescribed on the Order Form.
6.2 The Company reserves the right to vary all charges to the Customer with one month’s notice but any such variation shall only take effect on the contract renewal date or the anniversary of the contract commencement date (whichever is the earlier).
6.3 Itemised details of excess usage of bandwidth and any other relevant charges may only be made available to the Customer if ordered in advance but the Company in any event reserves the right to make additional charges for the provision of these details.
6.4 All payments shall be due to the Company on presentation of invoice or as otherwise stated on the Order Form. All payments shall be sent to the Company’s registered office as set out in Clause 1.9 above or such other address as may be notified in writing from time to time by the Company to the Customer.
6.5 The Company reserves the right to charge interest on late payments at the rate of 5% above the Bank of England Base Rate in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2002.
6.6 All charges and tariffs are quoted exclusive of Value Added Tax.
6.7 The Company reserves the right to change payment terms and require deposits if the Customer is more than 30 days late in making payments during the term of the Agreement in addition to or in lieu of any other remedies set out in the Conditions or otherwise available at law or in equity.

7. USAGE

The Customer hereby agrees to accept and abide by the AUP.

8. EQUIPMENT

8.1 Colocated Equipment shall at all times remain at the Customer’s sole risk such that the Customer shall be responsible for insuring the Colocated Equipment against all risks.
8.2 Equipment leased from the Company shall at all times remain the property of the Company.
8.3 The Customer agrees to:
(a) maintain, at the Customer’s expense, comprehensive general liability insurance with a reputable insurance company for the full replacement cost of any equipment leased from the Company throughout the term of the Agreement;
(b) provide the Company with evidence of the same upon request; and
(c) undertake to ensure that all moneys received from the insurer are paid directly to the Company to meet any claim to which the payment relates.

9. LIABILITY

9.1 Nothing in the Agreement shall limit the Company’s liability to the Customer for death or personal injury resulting from the Company’s negligence.
9.2 Except for the Company’s liability to the Customer listed in Clause 9.1 (where no limit applies), the Company’s liability arising under or in connection with the Agreement for the provision of the Services whether in contract, tort, negligence, breach of statutory duty or otherwise howsoever arising shall not exceed the greater of:
(a) £5000 (FIVE THOUSAND POUNDS): or
(b) the total amounts paid by the Customer under Clause 6.1 in the month when such event (or the first event in any series of connected events) occurs.
9.3 Notwithstanding Clause 9.2, in no case shall the Company be liable either to the Customer or to any third party for or in respects of any indirect, consequential or economic loss including (but not limited to) damage, costs or expenses of any description, loss of profit, business, goodwill, turnover or any other loss arising from its performance or non-performance of its obligations in connection with the Agreement whether arising from breach of contract, tort, breach of duty, negligence or any other cause of action even if the event was foreseeable by the Company or the possibility thereof is or had been brought to the attention of the Company.
9.4 Except for the purposes of Clause 9.1, no action or proceedings against the Company arising out of or in connection with the Agreement shall be commenced by the Customer more than one year after the Services have been rendered and in this respect the Customer acknowledges that this clause constitutes an express waiver of any and all of its rights under any otherwise applicable statute of limitations.

10. SUSPENSION

10.1 The Services may be suspended by the Company 5 days after a notification of suspension has been issued by email or facsimile and without prejudice to the Company’s rights of termination under Clause 11 in the event of the Customer:
(a) failing to make any payment to the Company on the relevant due date for payment;
(b) doing or allowing anything to be done which contravenes the AUP;
(c) exceeding its credit limit without the prior written approval of the Company; or
(d) being in otherwise breach of the Conditions.
10.2 Suspension shall not affect the liability of the Customer to pay charges and other amounts to the Company.
10.3 The Company reserves the right to suspend the Services if the Customer has not paid the required deposit before a stipulated event or exceeds four times the committed amount during the month for any of the Services or as otherwise provided in the Agreement.

11. TERM AND TERMINATION

11.1 The Agreement shall remain in force for a minimum period of 12 months from acceptance of the Customer’s application being the date on which the Order Form was signed by the Customer unless otherwise agreed with the Company and as so stated on the Order Form.
11.2 Termination of the Agreement can be effected:
(a) by the Customer giving the Company not less than 1 month prior written notice (which for these purposes excludes email such that email notification will not be accepted as a valid method of termination) which said period of notice shall expire at any time on or after expiry;
(b) by the Company at any time forthwith if the Customer commits any breach of the Agreement including (but not limited to) non-payment of any fees due;
(c) by the Company giving the Customer 30 days’ prior written notice at its sole discretion for any reason; or
(d) by the Company upon receiving written notification of the institution of insolvency, receivership, bankruptcy or any other proceedings for the settlement of the Customer’s debts or upon the making of an arrangement for the benefit of the Customer’s creditors or upon the dissolution of the Customer.
11.3 The Company reserves the right to invalidate any or all of the Customer’s Username and Internet Protocol Address issued to the Customer following termination of the Agreement and to re-allocate it or them to another customer.
11.4 Domain name hosting and transfer requests for domain name server records must be submitted in writing with the authorised signature of the domain name owner and whilst there is no charge for the transfer a small charge may nevertheless be made to cover the Company’s administration costs. Domain name transfers will not be made until all outstanding amounts have been paid by the Customer such that until this happens, domain names remain the property of the Company.
11.5 The Customer shall return all equipment cables and literature belonging to the Company at the Customer’s own cost within 5 days of termination of the Agreement and shall ensure that it arrives in good working order otherwise an appropriate fee may be levied by the Company.

12. RIGHTS ON TERMINATION

12.1 Termination of the Agreement shall not affect any pre-existing liability of the Customer or affect any right of the Company to recover damages or pursue any other remedy in respect of any breach of the Agreement by the Customer.
12.2 On termination of the Agreement the right to the use of the Internet Protocol Address allocated by the Company shall revert to the Company.
12.3 In the event of termination of the Agreement by the Company due to breach of the Conditions by the Customer, the Company shall be entitled to the balance of all payments which would but for such termination have accrued up to the earliest date upon which the Agreement could have been terminated by the Customer in accordance with the Conditions.

13. RELEASE OF INFORMATION

The Company shall not be required to release any domain name and may refuse to do so until the Agreement has been validly terminated and the Customer has complied with all of its obligations including (but not limited to) the payment of all sums due to the Company. Domain names remain the property of the Company until all sums due have been received.

14. INTELLECTUAL PROPERTY

14.1 The Company grants to the Customer a limited, non-exclusive licence to use the Services as set out in the Order Form throughout the term of the Agreement or until the Agreement is terminated (whichever date is earlier) and subject to the restrictions set forth in the Agreement which said licence does not entitle the Customer to any updates, modifications or new releases to the deliverables or software.
14.2 The Company reserves any and all of the Company’s copyright, trademarks, trade names, patents and all other intellectual property rights created, developed, subsisting or used in connection with any deliverables, software, the Services or the Specification which are the sole property of the Company.
14.3 The Customer shall not transfer the Customer’s licence nor sublicense the deliverables or the software except where permitted to do so by the terms of the Agreement and in particular the Customer shall not (and shall not allow any third party to):
(a) remove any product identification, copyright, trademark or other notices;
(b) sell, pledge, lease, lend, distribute over the Internet;
(c) load or use portions of the software (whether or not modified or incorporated into or with other software) on or with any machine or system that is not physically kept at the facilities of the Customer or within third party facilities contracted by the Customer.
14.4 The Customer shall not disassemble, decompile or otherwise reverse engineer the Services provided under the Agreement.

15. FORCE MAJEURE

15.1 The Company shall not have any liability to the Customer for any delay, omission, failure or inadequate performance of the Agreement which is the result of circumstances beyond the reasonable control of the Company. Where the Company is so affected in its performance of the Agreement it will notify the Customer in writing as soon as is reasonably possible.
15.2 Where the performance of the Agreement is affected by force majeure the Company shall use its reasonable endeavours’ to overcome the problem as soon as practicably possible.

16. NOTICES

16.1 Other than suspension notices served pursuant to Clause 10, any notice given under or in connection with the Agreement shall be in writing and shall be duly delivered if sent by first class post to the relevant address given in the Agreement or to such other address as the recipient may have previously notified in writing to the other party for that purpose.
16.2 Suspension notices served pursuant to Clause 10 shall be deemed as duly delivered and received when sent by email or facsimile to such email address or facsimile number as the Customer may have previously notified in writing to the Company.
16.3 Other than suspension notices served pursuant to Clause 10 or maintenance notices served pursuant to Clause 16.4, any notice shall be deemed to be duly received at the expiration of 48 hours after the envelope containing the notice had been posted and in proving such service it shall be sufficient to show that the envelope containing such notice was properly addressed and posted as a first class letter.
16.4 The Company will provide 5 days’ notice (by email or facsimile) for any maintenance the Company wishes to undertake but in the event of emergency maintenance the Company will provide as much notice as is reasonably possible.

17. EXPENSES OF THE COMPANY

The Customer shall pay to the Company all costs and expenses reasonably and properly incurred by the Company in enforcing any of the Conditions or in exercising any of the Company’s rights or remedies under the Agreement including (but not limited to) all costs incurred in tracing the Customer in the event that legal process cannot be effected at the last known address of the Customer.

18. NON-WAIVER

18.1 Any allowance of time to pay or any other form of indulgence by the Company shall in no manner affect or prejudice the Company’s right to payment and interest pursuant to the Conditions.
18.2 No failure, neglect or delay in enforcing any of the terms of the Agreement may be construed as a waiver of any of the Company’s rights in respect thereof nor such neglect, failure or delay a variation of the express terms of the Agreement.

19. INVALIDITY

In the event that any part of the Agreement is found to be invalid or otherwise unenforceable then such provision shall be regarded and construed
as severable from the Agreement so as not to affect the validity and enforceability of the remainder.

20. CONFIDENTIALITY

20.1 Each party undertakes to the other that it shall keep (and shall procure that its directors and employees shall keep) secret and confidential and shall not use or disclose to any other person any information or material of a technical or business nature relating in any manner to the business, products or services of the other party which the receiving party may receive or obtain in connection with or incidental to the performance of the Agreement but subject to the remaining provisions of this
Clause 20.
20.2 Notwithstanding Clause 20.1, the receiving party shall not be prevented from using any general knowledge, experience and skills not treated by the disclosing party as confidential or which do not properly belong to the disclosing party and which the receiving party may have acquired or developed at any time during the term of the Agreement.
20.3 Notwithstanding Clause 20.1, the receiving party shall not be prevented from using the information or material referred to in Clause 20.1 above to the extent such information or material comes into the public domain otherwise than through the default or negligence of the receiving party.
20.4 Notwithstanding Clause 20.1, either party shall have the right to communicate any information concerning the other party to any Government department, regulatory body or any other form of enforcement authority or as may be required by law.

21. ASSIGNMENT

The Customer shall not assign or transfer any of the Customer’s rights or obligations under the Agreement without the prior written consent of the Company.

22. CLAUSE HEADINGS

Clause headings are for ease of reference but do not form part of the Agreement and accordingly shall not affect its interpretation.

23. ENTIRE AGREEMENT

23.1 The Services are provided subject to the Conditions to the exclusion of any other terms and conditions such that and for the avoidance of doubt no terms and conditions contained in any document previously sent by the Customer to the Company prior (or subsequent to) the Order Form being signed by the Customer shall be of any effect with respect to the Agreement unless expressly agreed in writing by a director of the Company.
23.2 The Customer acknowledges that in entering into the Agreement the Customer has not relied on and shall not be entitled to rescind the Agreement or to claim damages or any other remedy on the basis of any representation, warranty, undertaking or other form of opinion or statement made by or on behalf of the Company save where expressly contained in the Agreement.
23.3 The Parties hereby agree that the Agreement constitutes the entire agreement between the Parties in respect of the Services.

24. VARIATION

24.1 The Company reserves the right to vary the Conditions as a result of changes required by its insurers, for operational or administrative reasons or in order to comply with changes in the law.
24.2 A current version of the Conditions may be found on the Company’s website.
24.3 The Company will provide the Customer with 14 days’ notice of any significant changes to the Conditions.
24.4 The Customer will keep the Company promptly informed of any changes to the Customer’s address and such other information as may affect the payment of charges due.

25. LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales to settle any disputes which may arise in connection with this Agreement, save that Associated Consultancy Services has the right at its sole discretion to commence and pursue proceedings in alternative jurisdictions. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

26. THIRD PARTY RIGHTS

The Parties agree that it is not hereby intended that any rights should be conferred upon or enforceable by any third party as defined in the Contracts (Rights of Third Parties) Act 1999 unless the context otherwise permits.

27. DISPUTE PROCEDURES

Should and dispute arise with regard to services or products supplied by Associated Consultancy Services or its associated companies, then it is a requirement that issues are initially raised with senior management within Associated Consultancy Services with a aim of negotiation and resolution. Should the issue remain unresolved then notice must be given in writing to The Directors. Associated Consultancy Services , First Floor, The Chase Golf Club, Pottal Pool Road, Penkridge, Staffs. ST19 5RN
Detail of the dispute must be documented and dated giving specific details of the issues in question. All reasonable action will be made to resolve the issues, however in the event of continued dispute then mediation services through qualified and mutually agreed third parties would be sought.