Effective Date: 2024-01-01

1.             Interpretation

  1.    In these terms, the following words and phrases shall have the following


  1. Contract: these terms, Customer’s order, and the Supplier’s Order Acknowledgement.
    1. Customer: the person, firm, or company to which the Services are supplied.
    1. Changes: the installation, re-configuration, or modification of Equipment.
    1. Equipment: The Hardware and/or the Software.
    1. Hardware: the hardware agreed to be supported as listed in the Order Acknowledgement.
    1. Initial Term: Unless otherwise stated on the Order Acknowledgement one year from the Start Date
    1. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    1. Request: a request for Services.
    1. Response Time: the time between the Request and the first contact from support technician
    1. Services: the support services to be supplied by the Supplier listed in the Order Acknowledgement and defined in the Service Level Specification.
    1. Site: the location of the Equipment as set out in the Order Acknowledgement.
    1. Software: any operating system or other software to be supported as listed in the Order Acknowledgement.
    1. Support Charge: the charge for the Services as set out in the Order Acknowledgement.
    1. Support Hours: the hours during which the Services will be provided as set out in the Order Acknowledgement
    1. Start Date: the date for the start of the Services as set out in the Order Acknowledgement.
    1. The Supplier: Undo IT Support.
    1. The headings do not affect the interpretation of the Contract.
    1. Any reference to a party’s employees includes its agents and sub-contractors.

2.             Application of terms

3.             Supply of Services

4.             Contractual terms

   4.1              Any quotation is valid for a period of 30 days only, and the Supplier may withdraw it at any time by notice to the Customer

4.2.             Each order or acceptance of a quotation for services by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.

5.             Customer’s obligations

6.             Exclusions from Services.

but the Supplier will upon request by the Customer provide such services and this will be chargeable at the Supplier’s then current rates.

7.             Payment

8.             Term

9.             Warranties

10.          Remedies

  1. If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event), the Customer shall be liable to pay to the Supplier all reasonable costs, charges or direct losses sustained by it as a result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.

11.          Limitation of liability

  1. The following provisions set out the entire liability of the Supplier (including any liability for the acts or omissions of its employees) to the Customer in respect of any breach of the Contract and any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.
    1. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
    1. The Supplier may terminate this Contract if the Customer fails to pay any sum due under the terms of this Contract and such sum remains unpaid for 14 days

after written notice from the Supplier that such sum has not been paid.

  1. Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

16.           Dispute Resolution Procedure

  1. If any dispute arises in connection with this agreement, directors or other senior representatives of the parties with authority to settle the dispute will, within  7 days of a written request from one party to the other, meet promptly in good faith to resolve the dispute.
    1. If the dispute is not resolved in accordance with condition 16.1, the dispute shall be referred to mediation and the mediator shall be appointed by the President of the Devon & Exeter Law Society.
    1. If no mediation takes place within 28 days of the request under condition 16.1 then the matter shall be referred to an expert, to be appointed, in default of agreement, on the request of either party to the President of the British Computer Society. He or she shall act as an independent expert and not as an arbitrator and his or her decision (including as to costs) shall, except in the case of manifest error, be final and binding upon the Supplier and the Customer.

17.           Data Protection Act

  1. If any Personal Data (as defined by the Data Protection Act 1998) is passed to the Supplier under this Contract, then the parties agree that Customer is the Data Controller and that the Supplier is the Data Processor.
    1. The Supplier shall:
      1. process the Personal Data only in accordance with instructions from Customer.
      1. process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Law or any Regulatory Body.
      1. implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing or loss, destruction, damage, alteration, or disclosure.
      1. take reasonable steps to ensure the reliability and confidentiality of any of the Supplier’s personnel who have access to the Personal Data.
  1. Nothing in these conditions excludes or limits the liability of the Supplier for death or personal injury caused by the Supplier’s negligence or fraud or fraudulent misrepresentation.
    1. Subject to condition 11.3:
      1. the Supplier shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or for any special, indirect, or consequential loss, costs, damages, charges, or expenses howsoever arising; and
      1. the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to two times the Monthly Support Charge.

12.           Intellectual Property Rights

  1. If the Supplier modifies the Hardware or Software or incorporates data or other information at the request of the Customer, the Customer shall indemnify and keep indemnified the Supplier against all losses, damages, costs, claims and expenses incurred by the Supplier in connection with any claim for infringement of any third party Intellectual Property Rights which results from that request.
    1. The Supplier hereby grants to the Customer an irrevocable, royalty free and assignable licence to use all existing and future Intellectual Property Rights in any software or documentation written specifically for the Customer and included in the Services.
    1. The Customer’s use of the Software shall be subject to the rights and restrictions imposed by the owner of the Intellectual Property Rights in the Software and user manuals and the Customer shall comply with all licence agreements, terms of use and registration requirements.

13.           Confidentiality

  1. Each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Contract and shall ensure that such employees are subject to corresponding obligations of confidentiality.
    1. All materials, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.
    1. This condition 13 shall survive termination of the Contract, however caused.

14.           Non-Solicitation

  1. Neither party shall, during the continuance of the Contract, or within 6 months of its termination, whether on behalf of itself or a third party, solicit or seek to entice away any employee of the other.  In the event of breach of this clause the party in default shall pay the other a sum equal to six months gross pay of the employee concerned being a pre-estimate of the cost of recruitment and training a replacement.

15.           Termination for Cause

  1. Either party may terminate this agreement forthwith on giving notice in writing to the other if one party ceases to carry on business or commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 7 days after the receipt of the request in writing from the other to do so, to remedy the breach.

18.           Force Majeure

  1. The Supplier shall not be liable to the Client for any breach of its obligations under this the Contract if such breach is due to an act, event, omission, or accident beyond its reasonable control (Force Majeure Event).
    1. If a Force Majeure Event occurs, the Supplier shall inform the Client as soon as possible and take all reasonable steps to mitigate the effects of the Force Majeure event and resume performance of its obligations as soon as possible.

19.           Waiver

  1. A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

20.           Entire Agreement

21.           Assignment

22.           Third party rights

23.           Notices

24.           Governing law and jurisdiction

en_GBEnglish (UK)