1.Definitions and Interpretation
1.1 In these Support T&Cs the following expressions have the following meanings:
|Administrators||The Client’s personnel identified in Table 1 who are authorised to agree changes to the scope of the Support Services and to administer this Support Agreement|
|Charges||The Charges set out in the Table on Page 1 and any additional charges due under sections 2.4 or 2.7|
|Desktop Users||The limited number of [named/concurrent] Client personnel authorised to use the Helpdesk and receive the Remote Desktop Module Service set out in Table 1|
|Fault||Any material discrepancy between a Specification and a Deliverable|
|Liability Cap||The total 6-monthly Advance Payment set out in the Table on Page 1 unless increased under paragraph 5.3 and recorded in that table|
|Loss||Loss of data, reputation or goodwill and any financial loss including (but not limited to) loss of profit, damages, expenses, costs or other claim for compensation and legal or other expenses incurred in preparing, issuing and conducting any claim or proceedings.|
|Notice||Notices must be sent by e-mail and a confirmed response or read receipt is satisfactory proof of delivery; the term Notify shall be construed accordingly|
|Service Credits||See section 4.3|
|Support Desk||idash’s password protected support section on the Website or alternatively the support telephone number on the Website|
|Support Hours||08:30 to 17:30 on working days. Notifications received after 4:00pm will be deemed received the next following working day.|
|System||The hardware and communications set out in Table 1|
|Unexpected Event||An event outside a party’s reasonable control.|
|Website||idash’s website at www.idash.co.uk|
1.2 Working day means any weekday other than weekends and public holidays in England & Wales.
1.3 Where the word “including” is followed by a list of examples it will deemed to be followed by the words “but not limited to”.
2. Support Services
2.1. The Support Agreement comprises the details set out in the Table on Page 1 and these Support T&Cs.
2.2. The contract for the Support Services begins at 08:30 am on the Start Date and runs for one year, following which it will automatically renew for further periods of 6 months unless terminated by either party by giving a Notice at least 1 month in advance of the renewal date.
2.3. i-dash’s obligations to provide the Support Services are restricted only to:
2.3.1. Responding to Faults notified by Desktop Users and Administrators;
2.3.2. Faults in those Systems listed in Table 1 bona fide amalgamation or reconstruction) passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt.
2.3.3. An Unexpected Event persists for more than 30 days.
2.4 The Client’s Administrators may request i-dash to extend the scope of the Support Services to additional Desktop Users or Systems and in such a case i-dash will promptly Notify the Client of any impact on the Charges. If the Client accepts the revised Charges i-dash will issue a revised Support Agreement with the updated details included in a revised Table.
2.5. i-dash will provide the Support Services listed in the Table on Page 1 with diligence, professionalism and skill
2.6. The Client’s Desktop Users and Administrators may report Faults to i-dash by telephone or e-mail to the Support Desk. Direct ticket logging can also be done where possible. i-dash will log the Fault and assign a Priority in accordance with the schema in the Definitions Table in Section 1. The Priority will be communicated to the person who notified the Defect within the period applicable to the assigned Priority Level. i-dash will use all reasonable efforts to meet the target resolution times in the Service Levels but the Client acknowledges that remote diagnostics may not always provide sufficient information to allow complete diagnosis for every fault.
2.7. If i-dash is unable to diagnose the Fault remotely then i-dash will notify an Administrator of the nature of the fault and advise upon any steps or tests that the Client should carry out to assist i-dash to diagnose and fix the Fault. If these steps or tests are unsuccessful then i-dash personnel will attend at the Client’s Site. Unless otherwise stated, On-site support is not included, and therefore additional Charges will apply and be due at i-dash’s then current standard rates. A list of these charges are available upon request.
2.8. The Client grants i-dash permission to access the Systems remotely and the Client’s premises for on-site support in order to carry out the Support Services.
2.9. The Client will ensure that Desktop Users and Administrators will keep any passwords issued by i-dash secure and in particular will not allow Desktop Users to transfer or permit each other to use such passwords.
3. Fees and Payment
3.1. i-dash will issue a valid VAT invoice for the Charges in Table 1 on the Start Date and [less any deduction for, Service Credits] in advance of each following 1-month period. Any Charges under section 2.7 will be invoiced when the work to which they relate is complete.
3.2. The Client will pay i-dash’s invoice within 14 days of the invoice date unless otherwise agreed or paid by direct debit taken 30 days from the invoice date. i-dash may charge interest and administration costs on late payments at the rate prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998.
3.3. i-dash may suspend the Support Services during any period during which I-dash’s invoice remains unpaid after the due date.
4. Breach of Agreement
4.1. Either party (“A”) may terminate the Support Agreement by Notice to the other (“B”) in the following circumstances:
4.1.1. B commits a material or persistent breach of the Support Agreement which is not remedied (or, if it cannot be remedied, compensated for) to A’s reasonable satisfaction within 30 days of Notice of the breach;
4.1.2. Either party becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction) passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt.
4.3. An Unexpected Event persists for more than 30 days.
5. Limits and Exclusions of liability
5.1. Nothing in the Support Agreement excludes or limits the liability of either party for fraudulent misrepresentation, for death or personal injury caused by its negligence, or for any civil remedy based on any successfully prosecuted criminal act.
5.2. Each party’s maximum aggregate liability to the other for Losses under or in connection with the Support Agreement (or any collateral agreement) in contract, tort (including negligence) or otherwise is limited to the amount of the Liability Cap.
5.3. The Client may request an increase to the Liability Cap in favour of the Client in return for an increment to the Fees of 5% for each whole number multiple of the Liability Cap. Any higher limit agreed under this Section will be recorded in the Table on page 1 but this will not affect the Liability Cap as it applies to the Client’s liability to I-dash.
5.4. Neither party shall be liable to the other for any Losses that are not reasonably foreseeable as flowing directly from a party’s breach of contract or tortious act and both parties acknowledge they have not advised the other of any specific indirect losses they may suffer as the result of the other’s breach of contract or tortious act.
5.5. The Client understands the fact that i-dash has agreed to provide the Support Services does not give rise to any warranty that i-dash considers the System to be adequate or suitable for the Client’s Requirements and i-dash is not obliged to provide advice or recommendations for improvements to the System unless specifically requested by the Client (for which additional Charges may apply).
5.6. Liability for infringement of intellectual property rights shall be limited to breaches of rights subsisting in the UK.
5.7. There are no conditions, warranties, representations, duties or other terms, express or implied, that are binding on i-dash except as specifically stated in this Support Agreement. Any condition, warranty, representation, duty, collateral contract or term which might otherwise be implied into or incorporated in this Support Agreement, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
5.8. Nothing in this Section 5 affects I-dash’s right to recover unpaid Charges
6.1. Both parties will keep all information that is confidential to, or trade secret of, the other that they become privy to during the term of the Support Agreement suitably protected and safe to the standard that a reasonable business person would take in respect of their own confidential information
6.2. All confidential information in physical form will be kept under lock and key and information held electronically will be kept on password protected computer equipment
6.3. The obligations in this section will not apply to information that is in the public domain or that is lawfully demanded from a party by the courts, a government or regulatory body with the legal power to demand the same, save that in such circumstances (where legally permitted to do so) the party from which demand is made will inform the other in sufficient time to allow the other to take steps to resist any such disclosure.
7. Unexpected Events
7.1. Neither party will be liable to the other for any failure to perform, or delay in performance of, any obligations under the Support Agreement to the extent that such failure or delay results from an Unexpected Event.
7.2. A party’s performance under the Support Agreement is deemed to be suspended for the period that the Unexpected Event continues.
8.1. If a disagreement arises under the Support Agreement then the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate mediation a party must give Notice in writing to the other requesting mediation. A copy of the request should be sent to CEDR.
8.2. The mediation will start not later than 10 working days after the date of the notice under paragraph 8.1
8.3. The parties will bear their own costs of attending the mediation.
8.4. If any of the terms of the Support Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
8.5. The Support Agreement and any document expressly referred to in it represents the entire agreement between the parties and supersedes any prior agreement, understanding or arrangement whether oral or in writing.
8.6. Neither party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations prior to entering into the Support Agreement except as expressly stated in the Support Agreement or any document expressly referred to in it.
8.7. Neither party has any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of the Support Agreement (unless such untrue statement was made fraudulently) and a party’s only remedy shall be for breach of contract as provided in these terms and conditions.
8.8. No term of the Support Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Support Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
8.9. The Support Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales and (subject to paragraph 8.1) the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim.
For any further questions or queries then please get in touch 01480 471 091