Terms

I.T. support and solutions are supplied by RESOLUTION IT LIMITED incorporated and registered in Guernsey with company number 47096 whose registered office is at La Rue du Camp du Douit  St Saviours  Guernsey  GY7 9QN ("the Company"), subject to these express terms and conditions ("the Terms").

In these Terms, "we"/"us"/"our" refer to the Company, and "you"/"your"/"yours" refers to the Client. These Terms constitute the contract ("the Contract") between the Company and the Client for the supply of products and services. The Company reserves the right to change the Terms at any time without prior notice to the Client.

Any action (including but not limited to instruction, confirmation, acceptance, download or agreement to us or any of our agents or websites) given or undertaken by you or any of your agents or authorised representatives to us (including but not limited to any oral or written forms of communication currently known or unknown) will be deemed your acceptance of these terms and conditions. 

Definitions

“Standard Rate”: unless otherwise agreed in writing by the parties is equal to the Company’s chargeable rate during office hours at the time of the Contract and calculated as follows

 - Onsite work is charged on an hourly rate. Each onsite visit is subject to a minimum charge of one half hour, thereafter time is billed in 15 minute increments.

 - Offsite work is charged on an hourly rate. All offsite work is subject to a minimum charge of 15 minutes, thereafter time is billed in 15 minute increments.

“Overtime": constitutes the hours before 9am and after 6pm on weekdays, and anytime during Friday, Saturday and any public holidays.

"Overtime Rate": unless otherwise agreed in writing by the parties is equal to the Standard Rate plus 50% thereof per hour for the hours before 9am and after 6pm on weekdays and between 9am and 6pm on Fridays and Saturdays. Outside of these times, including public holidays, the "Overtime Rate" is equal to the Standard Rate plus 100%.

"Services": constitute the supply by the Company to the Client of technical I.T. support services (including but not limited to technical consultation, server installation and maintenance, client installation and maintenance, third party software installation and maintenance, data hosting, computer hardware consultation, repair and maintenance, hard drive recovery, and training) as described in the relevant Proposal or quotation as signed by both parties and as amended from time to time in accordance with these terms and conditions.

“Products” (“Product”): are goods that have been purchased through any of the Company’s websites, or third party websites, or Company’s suppliers on behalf of the Client as part of the delivery of the Services. 

1.       Appointment

1.1.   We agree to supply the Services to you and you agree to pay for the same, subject to these Terms.

1.2.   The exact date and time of our supply of the Services shall be agreed in advance between the parties and shall be confirmed to you by us either by telephone or email.

1.3.   No variation to these Terms shall be binding unless agreed in writing and signed by a duly authorised representative of both parties. 

2.       Status and Authorisation

2.1.   The Company is engaged as an independent contractor. Nothing herein will be deemed or construed to create a joint venture, partnership, or agency between the Company and the Client for any purpose whatsoever, or render us an agent or partner of the Client, or vice versa. 

2.2.   You acknowledge and agree that the person agreeing the Proposal and these Terms on your behalf is authorised to do so and shall bind you to all the terms and conditions contained herein, and represents and warrants that such person is acting within the scope of his or her authority as an officer, director, duly authorised agent or employee of yours. 

3.       Your Obligations

3.1.   You shall:

3.1.1.cooperate with us as reasonably necessary in order to enable us to provide the Services in a timely and efficient manner;

3.1.2.be solely responsible for maintaining backups of all critical data, software, documents, and applications on all of your file servers, personal PCs, organisers, mobile phones, and any other electronic equipment;

3.1.3.be responsible for ensuring that all software is suitably licensed in accordance with condition 10 below;

3.1.4.be responsible for notifying us in writing of any time limits, deadlines, or any other special requirements relating to the Services prior to us providing the Services. Such requests shall not be retroactive; and

3.1.5.notify us as soon as possible should you need to postpone or rearrange the day and time for the provision of the Services, and in any event should do so no later than 24 hours before the agreed date. In the event that you fail to notify the Company of such postponement or rearrangement at least 24 hours before the agreed date, you shall be liable for 1 hour’s charge at the Standard Rate and shall be invoiced accordingly. Any rearranged date and time shall be at the mutual convenience of both parties, and you understand and agree that we cannot guarantee a response time unless otherwise contracted by specific agreement between Company and Client. 

4.      Alterations to facilities or equipment

4.1.   We shall not be liable or responsible in any way whatsoever for problems or damage caused either directly or indirectly as a result of alteration of or interference with facilities, equipment, and/or your network or system by you, your employees or other agents or contractors.

4.2.   In the event that you require us to correct or fix such problems relating thereto, such work shall be considered a new project and you agree that the same terms and conditions as set out in these Terms and Conditions shall apply. 

5.       Our Obligations

5.1.   The Company shall use reasonable endeavours to provide the Services in accordance with the Proposal and these Terms.

5.2.   All information provided by the Client or obtained by the Company in the course of its duties is held in the strictest confidence and not shared with any outside parties.  Information is used only in conducting business between the Client and the Company.  Notwithstanding this, nothing contained herein shall restrain or prohibit compliance by the Company with any valid legal requirement, court order or regulatory direction relating to confidential information of the Client required by a competent jurisdiction.

5.3.   Any Products purchased pursuant to the Services shall be subject to the terms set out in conditions 8 and 12 below.

6.       Provision of the Services during Overtime

6.1.   We shall provide the Services during Overtime at our sole discretion and convenience and only by prior arrangement with you.

6.2.   In the event that you require us to provide the Services during Overtime, you shall make an appointment in advance with us for such provision.

6.3.   We do not guarantee that we shall be available to provide the Services during Overtime. 

7.       Rates for Services

7.1.   Services shall be charged to you at the Standard Rate for all work, unless carried out during Overtime in which event you shall be charged as described below.

7.2.   Services are charged based on actual time spent, regardless of the complexity of the problem or issues addressed unless otherwise agreed in writing between the parties. Each onsite visit is subject to a minimum charge of one half hour.

7.3.   In the event that your premises are outside of the jurisdiction you may be subject to a call out charge to be agreed prior to us undertaking the Services.

7.4.   Time spent by us undertaking work during Overtime shall be charged at the Overtime Rate.

7.5.   All charges for Services are exclusive of relevant taxes, which shall be charged at the rate applicable at the appropriate tax point date.  Currently taxes are not chargeable in this jurisdiction however services undertaken elsewhere will be charged at the applicable rate of the location where such services are provided. 

7.6.   Where your Services include our “Care Hours Plan” then the following additional terms apply:

7.6.1.You will be invoiced at the outset for the pre-agreed care hours in the 12 month cover period and, unless we have renewed the plan early under condition 7.6.3 below, at the end of each 12 month cover period we will automatically renew the plan for a further 12 months unless and until you give us 60 days’ prior written notice that you wish to cancel the Care Hours Plan (such notice to expire no later than the last day of the current cover period).

7.6.2.  [At the end of each calendar month] we will email you a statement confirming the hours used and your remaining hours in credit;

7.6.3.When you only have one hour of credit remaining in your plan then we shall automatically renew the plan for a further 12 month cover period and immediately invoice you for the new Care Hours Plan. The renewal period shall commence on the date of the invoice.

7.6.4.Any unused hours in credit on your account shall automatically expire at the end of the 12 month cover period in which they where purchased and shall not be rolled in any subsequent renewed cover period and no credits or refunds shall be given for such unused hours. 

8.       Purchase of and reimbursement for Products

8.1.   We may need to purchase spare parts, other equipment, supplies, accessories, or software in order to provide the Services under these Terms. We shall obtain prior approval from you, whether orally or in writing, before making any purchase in connection with providing the Services.

8.2.   You agree to reimburse us for any purchase on submission of an invoice by us to you for the same.

8.3.   Products purchased from any of the Company’s suppliers may not be packaged and shipped by the Company. Under the Terms any product packaged and shipped by a third party (including but not limited to any party not under the direct control of the Company) is deemed the sole responsibility and liability of that party. The Company is exempt from any liability resulting from incomplete shipments (including but not limited to late arrival of products, damage in transit, incomplete orders and faulty products). In the occurrence of such an event the Client agrees to adhere to whatever terms and conditions the third party may impose.

8.4.   Product returns are made at the discretion of the Company. If returned goods are found to be faulty, and or have been damaged in the care of the Client, the Company reserves the right to deny the restoration of the Product.

8.5.   Product returns made to the Company for Products shipped by the Company may be subject to a re-stocking fee of 20% of the total value of the product unless such Product was incorrectly ordered by the Company for the Client, due solely to the Company’s own error.

8.6.   All shipping and additional packaging costs incurred by the Client to return Products (whether they are faulty or not) is the responsibility and liability of the Client unless such Product was incorrectly ordered by the Company for the Client due solely to the Company’s own error.

8.7.   Refunds for any Products are made at the exchange rate at the time of the refund and as such may not translate to the amount paid by the Client depending on the strength of the relevant currency at the time of the refund. The Company accepts no responsibility or liability for changes to exchange rates between currencies.

8.8.   The Company accepts no responsibility or liability for any additional charges made by third parties in relation to a supplied Product (including but not limited to credit card charges, debit card charges, other banking charges, shipping charges, customs and excise charges). In such instances the Client fully accepts the charges of third parties. 

9.       Invoicing and Payment

9.1.   We shall invoice you upon completion of the Services and you are required to pay the balance of the invoice in full within 15 days of the issuing date.

9.2.   Payment must have reached the Company’s bank account, and in the event that payment is made by cheque, the cheque must have cleared, before the Company deems the payment complete.

9.3.   Payment of all sums shall be made in the currency stated in the invoice either:

9.3.1.by bank transfer for the account of Resolution IT quoting invoice numbers or;

9.3.2.by cheque, in which event it shall be made payable to Resolution IT quoting invoice numbers and sent to the Company’s registered address.

9.3.3.You understand and agree that, in the event that you fail to comply with this Clause 9, we reserve the right to:

9.3.4.charge interest on any late payment in accordance on the amount unpaid at the rate of 2.5% per month from (and including) the date on which payment was due until (and excluding) the date on which payment in full is made; and

9.3.5.claim compensation for any reasonable debt recovery costs incurred by us from you should any action be undertaken to obtain settlement of the account.

9.4.   We shall charge you a fee to cover bank charges and administration costs, and invoice you accordingly, in the event that any cheque submitted by you fails to clear on first presentation or is subsequently returned dishonoured.

9.5.   We refer you to the conditions set out above in condition 8 in relation to invoicing for Products and   below in condition 12 Delivery, Risk and Title in relation to purchase of Products.

10.    Customer Software Licensing

10.1.         You warrant that all software installed or configured by us, or used in any way by you, has been legally obtained and is properly licensed for use by you.

10.2.         You further warrant that you have legally purchased a sufficient number of copies of such software for your use and that you have not violated any licensing laws in any way whatsoever.

10.3.         We have no knowledge as to the licensing of software provided to us by you and you hereby indemnify us against all costs, claims, damages, demands and expenses that may be incurred by or made against us by any third party by reason of your unlawful purchase or use of software.

10.4.         You understand and agree that you shall be solely responsible and liable for all licensing, correct use and purchasing of software.

10.5.         You understand and agree that you shall be solely responsible and liable for the use or misuse of any software or application provided by ourselves, and furthermore that the Company is exempt from any liability to damage of data (including but not limited to software, applications or data of any description) or hardware (including but not limited to computer, network, or phone hardware) as a result of using applications or software that have been provided by the Company or its agents.

10.6.         You understand and agree that you shall be solely responsible and liable for the use or misuse of any third party software or application used by you at the request of the Company or its agents, and that the use of third party software is undertaken completely at your own risk. 

11.      Limitation of Liability and Exclusions

11.1.         We shall not be liable to you (excluding for personal injury or death, fraud, or willful default) for any loss or damage that may result (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Services.

11.2.         Subject to Clause11.1, our liability to you shall at all times be limited to the amount paid, if any, by you for the Services.

11.3.         It is for the Client to satisfy himself of the suitability of the goods (including without limitation the Products) for his own particular purpose. Accordingly the Company gives no warranty as to the fitness of the goods for any particular purpose and any implied warranty or condition (statutory or otherwise) is excluded except in so far as such exclusion is prevented by law. Goods are warranted to accord with normal industrial quality. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded except in so far as such exclusion is prevented by law.

11.4.         In the case of goods (or Products) not manufactured by the Company:

11.4.1.       the Company gives no assurance or guarantee that their sale or use will not infringe the patent, copyright or other industrial property rights of any other person, firm or company; and

11.4.2.       the obligations of the Company relating to defects in such goods (or Products) are limited to the guarantee (if any) which the Company receives from the manufacturer or supplier of such goods. 

12.     Delivery, risk and title

12.1.         Delivery of any goods purchased pursuant to these terms and conditions (including without limitation the Products) shall be given as taking place at the Company’s premises unless the Company has specifically agreed in writing to arrange transport for the goods in which case delivery shall occur when the goods arrive at the designated place of delivery. Time for delivery is given as accurately as possible but is not of the essence of the contract.

12.2.         Risk shall pass to the Client (so that the Client is then responsible for all loss or deterioration of the goods or for any damage occurring):

12.2.1.      if the Company is responsible for delivering or arranging for delivery of the goods, at the time when the goods arrive at the place for delivery; or

12.2.2.      in all other circumstances, at the time when the goods leave the premises of the Company or in accordance with the applicable INCOTERM specified in the contract.

12.3.         Title to the goods shall only pass to the Client upon the happening of any one of the following events:

12.3.1.      the Client having paid to the Company all sums (including any default interest) due from it to the Company (a) under this contract and under all other contracts between the Company and the Client including any sums due under contracts made after this contract whether or not the same are immediately payable and (b) under all contracts between the Company and any associate or subsidiary company of the Client or any company under the ultimate control of the same parent company as has ultimate control of the Client; or

12.3.2.      the Company serving on the Client notice in writing specifying that title in the goods has passed.

12.4.         The Company may recover goods in respect of which title has not passed to the Client at any time and the Client irrevocably licenses the Company, its officers, employees and agents to enter upon any premises of the Client, with or without vehicles, for the purpose either of satisfying itself that Condition 12.5 below is being complied with by the Client or of recovering any goods in respect of which title has not passed to the Client.

12.5.         Until title to the goods has passed to the Client under these conditions it shall possess the goods as fiduciary agent and bailee of the Company. The Client shall store the goods separately from other goods and shall ensure that they are clearly identifiable as belonging to the Company. During such time as the Client possesses the goods with the Company's consent, the Client may in the normal course of its business sell or hire the goods as principal but without committing the Company to any liability to the person dealing with the Client. If the goods are processed or mixed by the Client with other goods so that it loses its identity then the title in such goods shall thereupon pass to the Client and provided further that if the Client sells the goods or part of it to a third party the proceeds of such sale shall be held by the Client for the Company's account until the Company has been paid in full.

12.6.         The Client shall only be entitled to claim for shortages or defects in the goods delivered which are apparent on visual inspection if the Client notifies the Company of such shortage or defect in writing within 5 working days following delivery and demonstrates to the satisfaction of the Company that such shortage or damage occurred prior to delivery.

13.     Force majeure

13.1.         We shall not be liable to you or deemed to be in breach of these Terms by reason of any delay in performing or any failure to perform any of our obligations in relation to the Services, if the delay or failure was due to any cause beyond our reasonable control, including, but not limited to, Acts of God, explosion, flood, tempest, fire or accident, war or threat of war, riot, sabotage, insurrection, civil disturbance, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government, parliamentary, or local authority, strikes, lockouts or other industrial action or trade disputes (whether involving our employees or those of any third party), I.T. viruses, difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery. 

14.     Non-solicitation of employees

14.1.     You acknowledge that we have a substantial investment in our employees that provide Services to you under these Terms and that such employees are subject to our control and supervision.

14.2.     You agree not to solicit, hire, employ, retain, or contract with any employee of ours without our prior written consent.

14.3.     In the event that a Company employee terminates his or her employment with us (regardless of the reason for termination), and is employed by you (or any affiliate or subsidiary of yours) in any capacity either while the Company employee is still under a contract of employment with us or within a 6 month period immediately following the termination of his or her employment with us, you shall pay to us forthwith an amount equal to 100% of the annualised salary  paid by us to the employee immediately prior to such termination. 

15.      Notices

15.1.     Notices under these Terms shall be in writing and sent to a party's address as set out in the relevant Proposal/Quotation for the Services. Notices may be given, and shall be deemed received:

15.1.1.  by first-class post: two Business Days after posting;

15.1.2.  by airmail: five Business Days after posting;

15.1.3.  by hand: on delivery;

15.1.4.  by fax: on receipt of a successful transmission report; and

15.1.5.  by email: on receipt of a delivery return email.

15.2.     This clause does not apply to notices given in legal proceedings or arbitration.

16.      Assignment and Subcontracting

You shall not assign, transfer, or charge any of your rights or obligations under these Terms, but we may engage sub-contractors to undertake the Services, provided that we shall at all times comply with and fulfill our obligations under these Terms.

17.     Third parties

Nothing in these Terms confers or purports to confer on any third party any benefit or any right to enforce these Terms, in whole or in part. 

18.     Waiver

No delay or failure by either party to exercise any of its powers, rights or remedies under these Terms will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing. 

19.    Severability

If any part of these Terms is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from these Terms, the remainder of which will continue to be valid and enforceable to the fullest extent permitted by law. 

20.     Entire agreement

These Terms together with the relevant Proposal (or quotation) signed by both parties constitute the entire and overriding agreement between the parties in relation to the Services and shall have effect to the exclusion of any other memorandum, agreement, or understanding of any kind, whether oral or written, between the parties hereto and touching and concerning their subject matter except that the parties may agree in writing the provision of additional services by way of a specific service level agreement for such defined services which further bind the parties to those additional services and obligations. 

21.     Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Bailiwick of Guernsey and the parties hereby agree to submit to the exclusive jurisdiction of the Guernsey courts.

 

© 2016 Resolution IT

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