Bluesys IT Services Contract Terms & Conditions
1. Definitions in this agreement
“The Company” shall mean Bluesys IT Services Limited, St. Peters House, The Anderson Centre, Olding Road, Bury St. Edmunds, Suffolk, IP33 3TA, Company Number 9634356
“You” or ”your” means the company, Customer, Organisation, Person or Persons with whom we have entered Into the Support Contract for the supply of support covered
“Users” and or “End User” mean individuals using the products / services
“Distributor” means the The Company Distributor
“Vendor” and/or “third party software vendor” Means the company who has designed, written the software
“The Initial Term” means the period of 12 months from the commencement of the Support Contract, unless otherwise agreed in writing at commencement, any variation on this cancellation notice is at the companies’ discretion
“Subsequent Term(s)” means the subsequent period (s) thereafter unless terminated by not less than 3 Month’s written notice to expire at the end of the relevant year, unless otherwise agreed in writing, any variation on this cancellation notice is at the companies’ discretion
“Continuity” means the contract is deemed as renewed unless cancellation is received in writing not less than 3 months prior to annual renewal date, any variation on this cancellation notice is at the companies’ discretion
“Equipment” means the equipment specified in the Support Schedule
“Software” refers to the software products specified in the Support Schedule. “Software applies to all parts of Software or and new releases, updates and modifications of the software
“Licensee” means the person, company or organisation to which the company developed product/bespoke is Licensed to
“Site” / “Support” Address means the address that the ‘services covered under this contract are located and or installed
“Support Hours” means 9.00 a.m. to 5:00 p.m. Monday to Friday excluding public and national holidays. The Company reserves the right to reduce these support hours during Christmas and New Year
“Our representative” means any employee, agent or subcontractor of The Company Ltd or other third party
“Support Contract” means the written contract issued to you by us incorporating these general conditions and setting out the terms of and subject to which the support is to be given by us to you
“Support Schedule” means the schedule to the Support Contract listing the products, and or, software and or applications covered under contract
“Support” means any support given by us by telephone, electronic mail, fax or post to the person, company, organisation, as specified in the support schedule
“Remote support” means any support given to you by us that is not given on site.
“On Site Support” Means where support is given on site at the address as specified in the support scheduled
“Response Time” Means a Response time and not a guaranteed resolution time
“Sub Contractor” The Company may as it sees fit sub-contract work to appropriately third-parties
“Assignment” The right to assign or sub-contract any or all of the rights and obligations under these terms and conditions
2. Remote Support
2.1 Where your support contract provides remote support, it is based on an initial response time of 4 hours but where the issue is deemed to be business critical we endeavour to respond within 1 hour.
We will use our best efforts to ensure support is readily available throughout service hours, having regard to other commitments on our resources.
2.2 Where your support contract provides remote support we will use our best efforts to ensure remote support is readily available throughout service hours provided we have unrestricted access to the systems that we are supporting.
3. Onsite Support
3.1 Where your support contract provides onsite support – in addition to remote support – if an issue cannot be resolved over the telephone and/or remote support then a site visit will be made.
Where your support contract provides onsite support, we will use reasonable efforts to have our representative attend the installation address as soon as practicable, having regard to any business critical issues, also having regards to other commitments on our resources.
In the event of this service being applied subject to section 7 (excluded work), time on site will be non‐chargeable and is deemed covered under the support contract. Onsite support begins when our representative attends the reported fault, and ends when the reported fault has been rectified.
In the event that the reported fault cannot be rectified during the site visit, The Company will inform the relevant person on site, or as otherwise instructed, as to the suggested course of action. When on site, our representative may take rest periods where he feels it is necessary to do so.
4. Preventative Maintenance
4.1 Where your support contract provides for, in addition to Remote & Onsite Support, we will provide preventative maintenance visits at a frequency previously agreed, and noted on your contract invoice. We will attend site for the provision of maintenance which, in our opinion, is necessary to keep the system in reasonable operating condition, including but not limited to: checking of backup procedures, operating system and other software updates.
Only once the checklist items have been completed, shall any remaining time be used for installations or other work requested by the customer. Where instances of installations and/or other work are carried out by request of the customer and are at the expense of preventative maintenance, The Company reserves the right to charge for support which is then called upon, which in normal circumstances would have been carried out on preventative maintenance visits.
4.2 We will endeavour to carry out any necessary server reboots within business hours and only with your prior consent. If you will not allow this within business hours, or there is some other factor preventing us from doing so, then such reboots may be performed out of hours and the Company reserves the right to charge for time spent at our standard rates.
5. Advanced Server Contract
5.1 Where your support contracts provides, and in the event of the covered server requiring a complete system reload, this advanced server contract covers remote and/or onsite work to the server(s) only – and is based on a per server basis. In the event of a complete server operating system reload, any resultant desktop PC work is NOT covered and will be charged at our normal rates.
6.1 We reserve the right to assign or sub-contract any or all of the rights and obligations under these terms and conditions without your further consent to such assignment or sub-contract.
7. Excluded work / Exclusions
7.1 Support and maintenance routines provided by us excludes: work required as a result of operator error or any other improper use, in these instances the company reserves the right to charge for assistance in correcting; or an accident to the system, as a result of any failure of or change in electricity, air conditioning, humidity control or other environmental or operating conditions not recommended or approved by us, or by the system manufacturer.
7.2 Electrical or other work external to the equipment.
7.3 Work on any item of equipment that has been moved, repaired or tampered with by any person other than our Representatives.
7.4 Repair or replacement of consumable accessories such as printer cartridges, ink, paper etc.
7.5 Work where the system is moved from the installation address without our prior written approval.
7.6 Work where the configuration of the system has been changed, or additional hardware has been added to the system without our prior written approval.
7.7 Diagnosis of the failure of equipment not maintained by us.
7.8 Any fixing or patching of an operating system or applications not purchased from us.
7.9 Work on old or unstable equipment where explicit recommendation to upgrade or replace are ignored. Where we consider that a peripheral hardware item is no longer readily maintainable, we may (on giving you not less than sixty days prior notice) discontinue support for that peripheral, reducing the support charge accordingly or agree to maintain it at an additional charge.
7.10 Consultancy is not covered under The Company’s support contracts, unless supplied as part of an onsite and/or preventative maintenance visit.
7.11 Training is not covered by The Company’s contracts either by telephone, remote or on site. Where The Company feels that calls & issues logged are caused by ‘lack of training’ then The Company will advise accordingly and raise a quotation (where applicable) for training of said member(s) of staff for the application/subject of the call logged.
7.12 The Company will not provide assistance under any support contract where, in The Company’s reasonable opinion, a fault is due to accident, neglect, misuse or failure of equipment, software, or media not supplied by The Company.
7.13 Installation of new software and or upgrades being supplied by a third party or other software vendor is not covered under any support contract and will be charged at The Company’s standard consultancy rates.
7.14 The correction of restored of data is not covered under any support contract. The company may offer support and consultancy in such instances, but reserves the right to charge.
7.15 The Company will not be liable for any consequential loss as a result of virus infection.
7.16 Invu Document Management Support given is on a best endeavour basis, therefore standard response times do not apply.
7.17 All support contracts are subject to the system being in a serviceable and fault free condition – we therefore reserve the right to carry out a pre‐contract inspection. Should such inspection find the system not to be serviceable or fault free, any work required to make it so will be chargeable outside the terms of the Support Contract.
7.18 The Company will not cover the cost of replacement hardware or installation time thereof under any of our support contracts.
8. Data security
8.1 It is the Customers overall responsibility to ensure that data backups are performed; the Company shall not therefore be liable for any data corruption or loss, howsoever caused.
8.2 Should data loss occur, the company will make every effort to recover it, but if 3rd party specialist data recovery services are required, then The Company reserves the right to pass on any charges that may apply.
9. Charges and payments
The charge for support of the system shall be as set out in the Support Contract invoice and shall payable from the date of acceptance of the Support Contract in writing by both parties and shall be subject to the following terms:
9.1. For the initial term of the contracted term you will not be required to pay any increased support charges. The amount of the support charge for each year of the contract term following the initial period may at our reasonable discretion be increased at any time on or after the expiration of the initial period subject to us giving you 30 days notice in writing of such increase.
9.2 If any support charge or any part thereof shall remain unpaid 30 days after the same shall have become due, we may (without prejudice to the right to recover the same) give notice in writing to you, requiring you to pay such support charge or part thereof within seven days of receipt of such notice and if you shall fail to make the payment in full we may without prejudice to our right of recovery as aforesaid forthwith summarily terminate the support and all our obligations under the Support Contract.
9.3 Where you terminate the Support Contract as therein or herein provided, any payments or arrears shall be apportioned up to the date of actual termination.
9.4 All charges are exclusive of Value Added Tax and any other taxes, which you shall pay in addition. The total support charge (exclusive of VAT) for the initial period is detailed in the support invoice.
9.5 All support charges shall be paid in advance and at the frequency of the invoice (either annually or monthly). Where The Company has agreed that support can be paid monthly, this must be by standing order. Annual Invoices are raised 60 days in advance of renewal to ensure customer has time to process through their system and payment is received prior to the annual renewal date. Monthly Invoices are raised one month in advance of the month to be covered, example; January Invoice covers February support and is due for payment no later than 1st February by standing order. The Company reserves the right to change the payment frequency to per annum, where a customer’s payment of monthly invoices is not made promptly by standing order. Where third Party Support is in place then the payment frequency will be that as required by the third party.
10. Other services
If we agree to carry out work outside of the preventative maintenance routine or remote or onsite support contracts, you agree to pay either the fee agreed or if no fee is agreed, our standard charge for consultancy and parts for such work prevailing at that time. Such work is undertaken outside the terms of the Support Contract.
11. Access and co‐operation
You will provide our representative on request with unrestricted access to the system and will provide such further facilities and assistance as our representative may reasonably require enabling him to carry out the work. Such assistance may include running time to test the system. We shall not be liable where we are unable to provide support or other services as a result of your failure to provide such facilities or assistance. You will ensure that your representative will be present at all times when our representative is at the Installation address, failing which we shall be entitled to suspend the work.
Customers will ensure that where necessary The Company are informed of any password changes to allow them to carry out support covered under this contract.
12.1 The person, Company, Organisation, Licensee’s will care for the software / hardware covered under this support contract and will operate within the terms of the licence / operational instructions published by the Software Vendor or manufacture or The Company.
12.2 The Customer holds ultimate responsibility for ensuring that a data backup is made. Where for whatever reason The Company advises, in the event of corrupt data that a restore is carried out, it is the persons, company or organisations responsibility to do so.
13. Limitation of liability
13.1 We shall be under no liability for loss or damage or any consequential or indirect loss or damage arising from the performance or failure by us to carry out work additional or extraneous to the terms of the Support Contract, unless we have agreed in writing to do so and the written agreement is signed by our duly authorised representative.
13.2 The Company and/or its Distributors and/or its third party software vendors and/or its business partners are not and will not, be liable in any event for any lost profits, loss of data, consequential, special or indirect damages arising from performance or non‐performance of services under any support contract, agreement or service provided by the Company.
13.3 In respect of injury (including death) to any person caused by The Company’s negligence, The Company’s liability to the persons (s), company or Organisation, licensee, end user will not exceed the charge agreed hereunder for the initial terms.
13.4 Software provided by a third party vendor through The Company to a Person, Company or Organisation shall be subject to the terms under which the original software was supplied by the said software vendor and the fact that The Company may offer support, consultancy & training on said product does not alter said terms.
13.5 Neither party shall be liable for any delays in meeting any of its obligations under this support contract/agreement which were due to causes beyond its reasonable control.
13.6 The Company, will not provide assistance under this support contract/agreement where, in The Company’s reasonable opinion, a fault is due to accident, neglect, misuse or failure of equipment, software, or media not supplied by The Company.
13.7 Where in clause 12.2 the person, customer or organisation does not take The Company’s advice and restore to a previous backup, The Company will not be liable with regards to any loss of data, corruption and / or work.
13.8 The Company shall not be liable for any consequential loss as a result of data breach or unauthorised access to the Customers system.
14. Force Majeure
14.1 The Company shall not be liable for any delay or failure in performance of its obligations under the Contract which is due to or results from any circumstances beyond its reasonable control including but not limited to delays or defaults of suppliers, or the defaults of any sub-contractor, war, strike, lock-out, trade dispute, flood, accident to plant or machinery, shortage of materials or labour. In any such event, the Company shall be entitled to delay or cancel delivery of equipment or services. If due to any such event, the Company has insufficient stocks to meet all its commitments, the Company may apportion available stocks between its customers at its sole discretion.
15.1 No forbearance, indulgence, time or relaxation on the part of the Company granted to the Buyer in respect of any of the conditions shall in any way affect, diminish, restrict or prejudice rights or powers of the Company under any contract for sale of goods or operate as or be deemed to be a waiver or any breach by the Buyer of any of these Conditions.
16.1 Any notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by recorded delivery service or transmitted by electronic means or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof or such other address as the party may by notice to the other have substituted therefore shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
17. Escalation and Dispute Resolution
17.1 In the event that a dispute arises and is not satisfactorily resolved by the appointed representatives provided by either party within two weeks then a mediator will, with the agreement of both parties, be appointed by the Centre for Dispute resolution (CEDR).
17.2 If the parties reach agreement on the resolution of the dispute the agreement will be put in writing and once signed shall become binding.
17.3 All negotiations connected with the dispute will be conducted in confidence and without prejudice to the rights of the parties in any further proceedings.
17.4 If the parties are not prepared to agree to the dispute being referred to a mediator or fail to reach an agreement within 2 months of the mediator being appointed then either party may exercise any remedy that it has under this Agreement.
18.Legal Correspondence Contracts
18.1 It is a condition that only a Director of the Company is legally entitled to sign on behalf of the company any legal documentation. The company shall not be liable and no contract shall be valid unless these conditions are met
19.1 In the event of any of the conditions being determined to be invalid, unlawful or unenforceable to any extent, such terms or conditions shall be severed from the body of any contract made upon the conditions, and the remainder of such contract shall continue to be valid and enforceable to the fullest extent permitted by law.
20. Proper Law
20.1 Any Contract between the Company and the Customer shall be given by and construed.
20.2 Bluesys IT Services Ltd Standard Terms and Conditions of Trading also applies.