Terms and Conditions

Please see below a copy of our Service Level Agreement.

_________

THIS AGREEMENT is made as dated on the agreement

BETWEEN:

(1) Smart Solutions GRP Limited (07227868) of
Unit 7, The Office Village, Forder Way, Cygnet Park, Hampton, Peterborough PE7 8GX (“the Company”

and

(2) (“the Client”)

WHEREAS:

(1) The Service Provider is engaged in the business of providing IT support services and has skill, knowledge, qualifications and experience in that field.

(2) The Client wishes to engage the Service Provider to provide the Support Services subject to, and in accordance with, the terms and conditions of this Agreement.

(3) The Service Provider wishes to accept such engagement and shall provide the Support Services to the Client subject to, and in accordance with, the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Agreement Review” means a review of this Agreement which will be conducted in accordance with Clause 7 at the intervals specified in that Clause;

Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;

Business Hours” means the business hours of the Service Provider which shall be 9am to 5.30pm Monday to Friday;

Client’s Representative” means the person who shall be responsible for liaising with the Service Provider’s Representative in accordance with Clause 7, or such other person who the Client may from time to time nominate;

Commencement Date” means the date on which this Agreement comes into force pursuant to Clause 2;

Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement or otherwise (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked or may be interpreted as such);

Fees” means the fees payable by the Client to the Service Provider in accordance with Clause 5;

Non-contracted Services” means any additional services which the Client requires the Service Provider to carry out and which do not fall within Support Services the cost of which is set out in the service schedule

Premises” means the Client’s premises as listed under customer details;

Service Provider’s Representative” means individuals who shall be responsible for liaising with the Client’s Representative in accordance with Clause 7, or such other person who the Service Provider may from time to time nominate;

Service Provider” means the party responsible for providing the IT service and support defined as the “the company”;

Support Request” may from time to time nominate;means a request for Support Services submitted by the Client to the Service Provider by means of email or telephone;

Support Services” means the IT support services to be provided by the Service Provider to the Client as set out in this agreement.

Payment Terms” means the terms when the client is required to pay for products and services received.

Out of Scope” means any additional works not detailed in this agreement

1.2 Unless the context otherwise requires, each reference in this Agreement to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

1.2.4 a Schedule is a schedule to this Agreement; and

1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.

1.2.6 a “Party” or the “Parties” refer to the parties to this Agreement.

1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4 Words imparting the singular number shall include the plural and vice versa.

2. Term of Agreement

2.1 This Agreement will come into force on the Commencement date as listed under Service Schedule and Charges, and shall continue in force for the Term of subject to the provisions of Clauses 7 and 10.

2.2 Subject to the Agreement Review provisions of Clause 7, the Term of this Agreement may be renewed for further periods of 12 months (which shall thereafter be defined as part of the Term).

3. Service Provider’s Obligations

3.1 The Service Provider shall render the Support Services to the Client in accordance with the provisions of Clause 6 and in accordance with the required Service Levels set out in Clause 8.

3.2 The Service Provider shall perform its obligations under this Agreement in a reasonable and timely manner in accordance with the provisions of this Agreement.

3.3 The Service Provider shall provide the Client with such information and advice in connection with the Support Services and the provision thereof as the Client may, from time to time, reasonably require both before and during the provision of the Support Services.

4. Client’s Obligations

4.1 The Client shall provide the Service Provider with such information in connection with the Support Services and the provision thereof as the Service Provider may, from time to time, reasonably require both before and during the provision of the Support Services.

4.2 The Client shall perform its obligations under this Agreement in a reasonable and timely manner in accordance with the provisions of this Agreement.

4.3 The Client shall act in accordance with any and all reasonable instructions issued by the Service Provider in relation to the Support Services.  The Service Provider shall not be liable for any failure to provide the Support Services or any part thereof which arises out of the Client’s failure to follow any such instructions.

4.4 The Client shall allow the Service Provider and its personnel access at all reasonable times to the Premises for the purpose of providing the Support Services.

4.5 The Client shall pay for any non-contracted services requested of the Service Provider in accordance with the payment terms in as listed in Service Schedule & Charges.

5. Fees, Payment and Records

5.1 The Client shall pay the Fees to the Service Provider in accordance with the provisions of Service Schedule & Charges as consideration for the IT Support Service provided by the Service Provider in accordance with the terms and conditions of this Agreement.

5.3 All payments required to be made pursuant to this Agreement shall be paid in advance by Direct Debit on the 24th Day of each month and in the case of the first payment within 7 days of the date of this agreement. Payment shall be made to the bank account that Service Provider may from time to time nominate, without any set-off, withholding or deduction.

5.4 Where any payment pursuant to this Agreement is required to be made on a day which is not a Business Day, it may be made on the next following Business Day.

5.5 If either Party fails to pay on the due date any amount which is payable to the other pursuant to this Agreement then, without prejudice to and notwithstanding sub-Clause 10.2.1, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at a rate of 5% per annum over Barclays Bank Plc base rate from time to time in force.

5.6 If the client fails to make payments for IT services and support received, the company reserves the right to terminate this agreement with immediate effect. The company will notify the client before terminating the services provided detailing when the services will be ceased.

6. Provision of the Support Services

6.1 The Service Provider shall, throughout the Term of this Agreement, provide the Support Services to the Client in accordance with the terms and conditions of this Agreement.

6.2 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Support Services.

6.3 The Service Provider shall use all due and proper care to ensure that the manner in which it provides the Support Services does not have any adverse effect on the name, reputation, image or business of the Client.

7. Support Service and Agreement Monitoring

7.1 The Client and the Service Provider shall arrange meetings between the Client’s Representative and the Service Provider’s Representative at regular intervals in order to discuss the provision of the Support Services.

7.2 No later than 3 months prior to the end of the current Term of this Agreement, the Parties shall conduct an Agreement Review during which the continuance and renewal of this Agreement shall be determined.  In the event that a renewal of the Agreement is agreed upon, the provisions of sub-Clause 2.2 shall apply.

7.3 In the event that changes to this Agreement are required due to circumstances including, but not limited to, legislative or regulatory change, either Party shall have the right to call for an immediate Agreement Review to discuss the necessary changes and action to be taken.  Any changes agreed upon during such Agreement Reviews shall not be effective unless evidenced in writing and signed by the duly authorised representatives of the Parties.

8. Confidentiality

8.1 Each Party undertakes that, except as provided by sub-Clause 8.2 or as part of normal working practices or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 12 months after its termination:

8.1.1 keep confidential all Confidential Information;

8.1.2 not disclose any Confidential Information to any other person;

8.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms and conditions of this Agreement;

8.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

8.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 8.1.1 to 8.1.4 above.

8.2 Either Party may:

8.2.1 disclose any Confidential Information to:

8.2.1.1 any sub-contractor or supplier of that Party;

8.2.1.2 any governmental or other authority or regulatory body; or

8.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 8.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 8, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

8.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.

8.3 The provisions of this Clause 8 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

9. Termination

9.1 This Agreement shall come into effect on the commencement date stated on the front of this agreement and shall continue in force for the duration of the term and will then be subject to at least 90 days prior written notice by either party.

9.2 Either Party may forthwith terminate this Agreement by giving written notice to the other Party if:

9.2.1 any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 28 days of the due date for payment;

9.2.2 the other Party commits any other material breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 28 days after being given written notice giving full particulars of the breach and requiring it to be remedied;

9.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

9.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

9.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement);

9.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

9.2.7 the other Party ceases, or threatens to cease, to carry on business; or

9.2.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement.  For the purposes of this Clause 11, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

9.3 The right to terminate this Agreement given by this Clause 9 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

10. Post-Termination

Upon the termination of this Agreement for any reason:

10.1 any sum owing by either Party to the other Party under any of the provisions of this Agreement shall become immediately due and payable;

10.2 any rights or obligations to which any of the Parties to this Agreement may be entitled or be subject before its termination shall remain in full force and effect where they are expressly stated to survive such termination;

10.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which either Party may have in respect of any breach of this Agreement which existed at or before the date of termination;

10.4 subject as provided in this Clause 10, and except in respect of any accrued rights, neither Party shall be under any further obligation to the other;

10.5 each Party shall return to the other Party any materials in which the ownership has not been transferred to that other Party which have, for any reason, been provided for the purposes of this Agreement; and

10.6 each Party shall (except to the extent referred to in Clause 8) forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other Party any documents in its possession or control which contain or record any Confidential Information.

11. Force Majeure

Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the reasonable control of the Party in question.

12. Nature of the Agreement

12.1 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

12.2 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12.3 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

12.4 At any time after the date hereof each of the Parties shall, at the request and cost of the other Party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the Party so requiring may reasonably require for the purpose of giving to the Party so requiring the full benefit of all the provisions of this Agreement.

13. Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement.  The remainder of this Agreement shall be valid and enforceable.

14. Relationship of the Parties

14.1 Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Parties nor, except as expressly provided, shall it constitute, or be deemed to constitute an agency of any other Party for any purpose.

14.2 Subject to any express provisions to the contrary in this Agreement, the Service Provider shall have no right or authority to, and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the Client or bind the Client in any way.

15. Notices

15.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

15.2 Notices shall be deemed to have been duly given:

15.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

15.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated;

or

15.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

15.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid. in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

16. Law and Jurisdiction

16.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

16.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.