Terms and Conditions
TERMS AND CONDITIONS
These terms and conditions apply to all services performed by Urban IT Support Ltd, unless governed by a separate Terms and Conditons agreement. For clarity, these terms apply to all services you purchase from Urban IT Support Ltd, including website design, IT Consultancy and IT Support. By engaging with us, you agree to be bound by these terms and conditions, and we encourage you to contact us directly if you have any queries. This agreement is between you (the ‘Buyer’), and URBAN IT SUPPORT LTD of Croft Myl, West Parade, Halifax, HX1 2EQ (the “Service Provider”).
1. Key Terms
1.1 Services
Urban IT Support Ltd shall provide the following services (“Services”) to the Buyer in accordance with their requirements. Please be advised that only the services agreed in-advance (through email or telephone call) between the parties will be provided, and the list below provided an overview of the services that we provide:
- Maintenance and support of Computer Equipment. Computer Equipment is defined as Windows and Apple-based Laptops, Tablet PC’s, Desktop Computers and Ultrabooks, and includes all support involved to ensure such equipment is functioning adequately;
- If requested, anti-virus and anti-malware protection for PC’s and laptops;
- Management and setup of cloud-based services – including Microsoft 365, Azure and Google Workspace;
- Support for Printers, Wireless Routers, Switches and Cables;
- Support for routine day-to-day IT questions – i.e. “How do I format a table in Excel”, or “How do I add pictures to this Word document”;
- Website design, Social Media support and eCommerce support;
- Any other Reasonable IT requirements agreed by both parties.
1.2 Delivery of the Services
a. Start date: Urban IT Support Ltd shall commence the provision of the Services on a date agreed between the parties
b. Completion date: Urban IT Support Ltd shall continue to provide the services indefinitely, with either party able to provide 90 days written notice to cease the contract.
Any equipment required to fulfil the Services as defined in Section 1.1 (for example screwdrivers, laptops, testing apparatus or other computer-related tools), will be provided by Urban IT Support Ltd.
It is acknowledged, that in order to facilitate the remote computer management indicated in Section 1.1, third-party agent software will be installed on each computer – and the tools available within this software will only be used to deliver the services indicated in Section 1.1. This software will only be installed if it is required to fulfil the terms of this agreement.
1.3 Site
Urban IT Support Ltd shall provide the Services predominately remotely through online support and connection tools. Travel to any other sites will be discussed with the buyer on an as-required basis, with only reasonable expenses (specifically mileage costs) chargeable.
1.4 Price
As consideration for the provision of services indicated in section 1.1, the price will be agreed in advance between the parties, with any significant deviations (for example due to ad-hoc additional work carried out) agreed in advance.
1.5 Payment
a. The Buyer shall pay invoices within 21 days of their receipt from Urban IT Support Ltd.
b. The method of payment of the Price by the Buyer to Urban IT Support Ltd shall be by:
i. Cheque sent to the Registered Office of Urban IT Support Ltd;
ii. Bank Transfer to Urban IT Support Ltd, details of which will be provided;
iii. Direct Debit to Urban IT Support Ltd.
c. Any charges payable under this Agreement are inclusive of any applicable taxes arising as a result of the provision of the Services by Urban IT Support Ltd to The Buyer under this Agreement.
2. General terms
2.1 Warranty
a. Urban IT Support Ltd warrants that it will perform the Services with reasonable skill and care within the meaning of the Supply of Goods and Services Act 1982.
2.2 Limitation of liability
a) The following provisions set out the entire financial liability of the Service Provider (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
a. any breach of these Conditions;
b. any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement and/or any work performed by the Service Provider.
b) Nothing in these conditions excludes or limits the liability of the Service Provider:
a. for death or personal injury caused by the Service Provider’s negligence;
b. under section 2(3) of the Consumer Protection Act 1987 or section 12 of the Sale of Goods Act 1979;
c. for any matter which it would be illegal for the Service Provider to exclude or attempt to exclude its liability; or
d. for fraud or fraudulent misrepresentation.
c) Subject to conditions 2.2a and 2.2b:
a. the Service Provider shall not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, goodwill or indirect or consequential loss arising under or in connection with the Agreement; and
b. the Service Provider’s total liability to the Buyer in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed a sum of money which is equal to £2,000,000 in relation to public liability claims. This clause is subject to Urban IT Support Ltd being able to recover such an amount from its insurer.
Our liability to the Buyer in respect of claims for claims of physical damage, loss of data caused by our work, negligence, poor advice or any other professional failings shall be limited to the payments received by Urban IT Support Ltd in the previous year for any one event or connected events.
c. Except as otherwise provided for under these Conditions, all other warranties, conditions and other terms implied by statute (including the Sales of Goods Act 1979, Consumer Rights Act 2015 and the Supply of Goods and Services Act 1982) or common law are, to the fullest extent permitted by law, excluded from the Contract.
2.3 Term and Termination
a. This Agreement shall be effective on the date listed at the beginning of this agreement and shall continue, unless terminated sooner in accordance with Clause 2.3(b) in line with the terms set out in Section 1.2. If, for whatever reason, Urban IT Support Ltd are unable to continue to provide support services, a notice period of at least 90 days will be given. Urban IT Support Ltd reserve the right to amend any terms and conditions at any time, as long as this is clearly identified and agreed in a revised Agreement document.
b. Either Party may terminate this Agreement upon notice in writing if:
i. the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 21 days of written notice from the other Party so to do; or
ii. a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party’s assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.
c. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
2.4 Relationship of the Parties
The Parties acknowledge and agree that the Services performed by Urban IT Support Ltd, and its employees, shall be as an independent contractor acting at arm’s length, and that nothing in this Agreement shall be deemed to constitute an exclusive arrangement, employment, partnership, joint venture, agency relationship or otherwise (including a relationship of employer and employee) between the parties.
As such, the Buyer acknowledges that there is no intention to create an employment relationship between the parties. The responsibility of complying with all statutory and legal requirements relating to individuals enlisted by Urban IT Support Ltd to provide the Services listed in Section 1.1 (including, but not limited to, maternity payments and statutory sick pay) shall fall upon and be discharged wholly and exclusively by Urban IT Support Ltd.
The fulfilment of the services will be provided by Urban IT Support Ltd, with issues resolved remotely or on-site (in line with the terms indicated in section 1.3), and, where possible, the same named individuals from Urban IT Support Ltd will attend sites, resolve technical issues, provide the services listed in Section 1.1, and act as the point of contact within Urban IT Support Ltd. However, in order to fulfill the terms of this contract, it may be necessary for an alternative organisation and/or individual to work on behalf of, or in place of, Urban IT Support Ltd to provide the services (for example if certain IT specialist knowledge is required to resolve a problem). Urban IT Support Ltd would ensure any employees/individuals used by the alternative organisation possess Public Liability Insurance to at least same amount as Urban IT Support Ltd. Where such an arrangement is to be adopted, Urban IT Support Ltd will inform The Buyer in advance. Urban IT Support Ltd will ensure that any alternative individuals/organisations used have the required skills, resources, indemnities and personnel in order to provide the Services listed in Section 1.1 to an adequate standard, alongside insurance cover which meets or exceeds the limits set out in Clause 2.2c(b). Urban IT Support Ltd will remain responsible for meeting any cost/payment due to these alternative organisations/individuals.
2.5 Confidentiality
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This includes, but is not limited to, commercially sensitive business information, existing and/or contemplated products and services, research and development, costs, profit and margin information, finances and financial projections, customers, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
In addition, Urban IT Support Ltd recognizes the sensitive nature of conversations, which could be direct or indirect, that may take place at any of The Buyer’s sites, and thus must again respect strict Confidentiality. This extends to content, of any type, that may be found when dealing with computer and electrical equipment.
Should Urban IT Support Ltd overhear a conversation (for example between two members of staff), for which could be deemed inappropriate, or have any Child Protection or safeguarding concerns of any nature, it agrees to immediately report these concerns to the relevant member of staff.
2.6 Response
Urban IT Support Ltd will always endeavor to resolve problems as swiftly as possible. It recognises that the client’s computer systems are key to its business and that any downtime can impact financially. The response time measures how long it takes Urban IT Support Ltd to respond to a support request raised by either of the means listed below.
a. E-Mail
b. Telephone call
Urban IT Support Ltd can be contacted at any time. The preferred contact method is E-Mail, and we aim to respond to all requests made via e-mail as soon as possible. There are three levels of response:
· Urgent, meaning a server or network outage affecting multiple users: 2 hour response.
· Important, meaning an issue that significantly affects one or two users: 4 hour response.
· General, meaning all other non-critical issues: 1 day response.
On average, from the point that a technician connects onto a device to resolve an issue, the fix-time is 16 minutes, and Urban IT Support Ltd will always attempt to resolve problems with minimal inconvenience to the user issuing the support request.
Where possible, any email or telephone replies will include a solution (such as some steps to try, or recommendations about how the problem can be resolved). However, it may be necessary to arrange a remote support session, and should this be deemed necessary, a mutually agreeable time with the user issuing the support request will be made.
We will always aim to resolve a problem as soon as possible, however, in the case of more complex issues only (such as complete computer or hardware failure) resolution times may fluctuate due to the complexity and cause of the problem. For instance, it may be possible to resolve a fatal computer issue in minutes, simply by restarting the machine. However, if a computer fails due to a disk error or a hardware fault (also classed as a fatal issue), it may take longer to get back up and running.
In all cases, Urban IT Support Ltd will make its best efforts to resolve problems as quickly as possible. It will also provide frequent progress reports. For resolving issues, Urban IT Support Ltd will always endeavor to use the most convenient method for The Buyer. Resolution methods will be discussed with the individual who raised the issue on a case-by-case basis.
2.7 Notices
Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand or first class post to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Any such communication shall be deemed to have been made to the other Party, if delivered by:
a. first class post, 3 days from the date of posting;
b. hand on the date of such delivery or transmission.
2.8 Buyer Obligations
a. The Buyer shall provide the Service Provider in a timely manner with:
i. access to the Buyer’s premises and data, and such office accommodation and other facilities, as is requested by the Service Provider;
ii. information as the Service Provider may request, and ensure that such information is accurate in all material respects.
b. Where the Services are performed at the Buyers premises or any third premises site, the Buyer shall be responsible (at its own cost) for preparing such premises by:
i. obtaining any necessary easements, wayleaves, permissions, consents or licenses, including without limitation, planning permission pursuant to the Town and Country Planning Act 1990 and building regulations consent pursuant to the Buildings Act 1984 and all associated building regulations legislation or analogous regulations;
ii. providing suitable secure space for keeping tools, fittings and materials;
iii. making electrical power, sanitary facilities and running water available to the Service Provider;
iv. ensuring that its employees, agents or contractors do not interfere with anything installed pursuant to the Services;
v. complying with all obligations and responsibilities under the Health and Safety at Work Act 1974, the Management of Health and Safety at Work Regulations 1999, the Construction (Design & Management) Regulations 2007, any approved codes of practice, industry guidance, standards and best practice, each as amended from time to time.
2.9 Miscellaneous
a. It is the responsibility of The Buyer to keep software licenses up-to-date, and ensure full compliance with applicable software rules and regulations. This includes ensuring Microsoft products and services are correctly purchased. In respect of Office 365, we advise The Buyer to regularly check the Office 365 Billing site to ensure that every user for whom uses or accesses the service is licensed (which can be accessed by visiting http://portal.office365.com, and then clicking ‘Admin Centre’). At the present time, the following licensing guidelines should be followed:
i. Office 365 (hosted e-mail/storage/cloud services) is licensed on a per-user basis, with every individual who accesses or uses Office 365 requiring a user license;
ii. Windows is licensed on a per-device basis; and
iii. Microsoft Office is licensed on a per-user basis through Office 365.
b. It is the responsibility of The Buyer to carry out any due-diligence required to ensure that software and/or hardware in use complies with Data Protection legislation, which includes (but is not limited to) the Data Protection Act 2018.
c. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
d. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
e. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof, unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
f. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 14 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
g. Urban IT Support does not provide any warranty that the software and hardware provided by third parties functions correctly as we are not the manufacturer of the software/hardware. However, we will liaise with the third parties on your behalf to attempt to resolve any issues.
h. Each right or remedy of the Service Provider under the Agreement is without prejudice to any other right or remedy of the Service Provider whether under the Agreement or not.
i. If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly orpartly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall (to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness) be deemed severable and the remaining provisions of the Agreement shall continue in full force and effect.
j. Failure or delay by the Service Provider in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement.
k. Any waiver by the Service Provider of any breach of, or any default under, any provision of the Agreement by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.
l. Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Agreement. The only remedy available to either party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of the Agreement.
m. The parties to the Agreement do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
n. The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
o. Safe and secure disposal of equipment (such as old laptops, or old hard drives) are the responsibility of The Buyer. When replacing/repairing equipment, old/faulty equipment (such as a faulty laptop) will be returned to the same location that it was collected from, or where the equipment normally resides.
p. Please be advised that Urban IT Support Ltd are not a specialist Cyber-Security firm – and we highly recommend engaging specialist providers for advice and support relating to Cyber-Security, network security and penetration testing. As such, we provide no warranty or support for any advice, guidance or services we offer in relation to the security of your IT systems. We actively encourage you to train staff on Cyber-Security awareness, and seek professional advice on your IT security requirements.