Terms & Conditions

 T&C pic

 

GENERAL PROVISIONS

The following terms and conditions apply to all Equipment sold or to be sold, Software licensed or to be licensed, Services provided or to be provided and/or Support and Maintenance provided or to be provided to the Customer.

 

1.General

1.1 These Terms may only be amended, or varied with ITPS’s agreement in writing. The parties agree that these Terms will prevail notwithstanding any conflicting or additional terms or any orders or other notifications submitted by the Customer.

1.2 Words of a technical nature used in these Terms will (unless inconsistent with the context) be construed in accordance with general trade use in the computer industry in the United Kingdom.

1.3 Headings in these Terms are for convenience only and have no effect on the interpretation.

1.4 Failure by either party to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, will not be construed as a waiver of its rights under these Terms or otherwise nor will any single or partial exercise thereof preclude any further or subsequent exercise.

 

2.Specification

2.1 The description of any Goods contained in any order form, invoice, descriptive matter, specifications, catalogue or advertising material published or issued by ITPS is for identification only and the use of such description will not constitute a sale by description. Any typographical or other error or omission in any such literature or any other document issued or provided by ITPS may be corrected by ITPS without any liability on the part of ITPS.

2.2 ITPS reserve the right to supply Goods which differ from the specifications agreed between the parties and/or to modify any specifications in respect of Support and Maintenance provided that this does not materially affect the performance of the Goods or Support and Maintenance.

 

3. Prices

3.1 Unless otherwise stated in writing, quotations are valid for 14 days from the date of issue and are exclusive of VAT and any other relevant taxes which are payable by the Customer in addition.

3.2 All waiting time spent by any employees or agents of ITPS (which includes any time which had been allocated to a Customer by ITPS and which is not utilised by such Customer for any of the reasons set out in this clause) as a result of any delay, variation or failure by the Customer to comply with these Terms (which for these purposes includes any delays or postponements by the Customer of any installation dates specified by ITPS, of dates of scheduled service visits or otherwise) will be payable by the Customer to ITPS at ITPS’s then current rates.

3.3 The Customer shall pay any chargeable expenses and disbursements which are incurred by ITPS personnel on behalf of the Customer including but not limited to hotels, subsistence, travelling, mileage at 45p per mile, supplies, telephone charges, copying charges and the cost of any materials or services reasonably and properly provided by third parties required by ITPS for the supply of services.

 

4. Payment

4.1 The Customer agrees to pay the Agreed Fee, as set out in Schedule, Scope and Deliverables section, for the provision of the Services to ITPS in advance against invoices submitted. If no payment date(s) has been agreed in writing in accordance with these Terms then payment by the Customer will be made within 15 days after the date of ITPS’s invoice.

4.2 If any payments from the Customer under these Terms are payable by instalments, the Customer will pay such instalments in advance by direct debit at the intervals agreed in writing with ITPS.

4.3 If the Customer fails to make any payment due to ITPS (whether under these Terms or otherwise) on its due date then ITPS may (without prejudice to any other remedy) cancel the Contract or suspend any further performance of any obligations by ITPS to the Customer or appropriate any money received from the Customer against such sums as ITPS may determine (notwithstanding any instructions from the Customer). For the avoidance of doubt, ITPS will be entitled to suspend the performance of Support and Maintenance in the event that there are any sums owing by the Customer in respect of any other goods and/ or services provided by or on behalf of ITPS to the Customer.

4.4 All payments due to ITPS under these Terms will be paid in full without any set off, deduction, counterclaim or withholding of any sum for whatever reason.

4.5 ITPS reserves the right to charge interest on the amount of any delayed payment at the rate of 4% over the base rate of Lloyds TSB Bank PLC per calendar month or part thereof on the outstanding amount until payment has been made in full.

4.6 ITPS does not intend to increase the Agreed Fee during the Term outside those costs projected in the Schedule, Scope and Deliverables section.  However, circumstances outside ITPS’s control may arise which warrant a request by ITPS to the Customer to increase the Agreed Fee.  If such a situation arises ITPS shall serve notice of the intended increase giving a date not less than 30 days from the date of notice upon which the increase shall become effective.

4.7 If the intended increase cannot be agreed between the parties on or before 14 days prior to the anticipated expiry of the notice referred to in clause 4.6, it is open to either party to terminate the agreement upon the giving of an additional notice which shall not expire before 30 days from the expiry of the notice in sub clause 4.6.

4.8 If either party terminates the agreement pursuant to clause 4.7 above then this Agreement shall come to an end but without any obligation upon the Customer to continue to make the payments in respect of the Agreed Fee until the end of the Term.

4.9 The Customer agrees that in the absence of receipt by ITPS of a signed copy of this agreement, payment of the initial invoice will be taken as acceptance by the Customer of the terms and conditions of this agreement.

 

5. Lease

5.1 If any payments due to ITPS in respect of Goods or Services is to be paid by a third party then the Customer agrees that immediately on delivery of the Goods in question the Customer will sign the acceptance note for the leasing company or other third party and will generally take all steps as may be necessary to ensure that payment is made to ITPS for the Goods and/or Services in accordance with these Terms; if not then clause 4.3 applies.

 

6. ITPS Employees

4.1 The Customer will take all such steps as may be necessary to ensure the safety and welfare of any of ITPS’s representatives who visit any premises of or on behalf of the Customer.

4.2 The Customer will fully indemnify and not hold ITPS from and against any claim for loss, damage or injury to any person or property occasioned by or arising directly or indirectly from any negligence or misuse of the Goods or the Equipment or any other breach of these Terms by or on behalf of the Customer.

 

 

 

 

 

7. Liability

7.1 Subject as expressly provided in these Terms and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in these Terms will affect the liability of ITPS for any fraudulent misrepresentation.

7.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transaction (restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms.

7.3 The Customer accepts that in respect of the sale of the Goods, whilst ITPS will endeavour to use its expertise and experience to advise the Customer, ITPS is acting as a supplier only and it is the Customer’s responsibility to ensure that the Goods will be suitable for its requirements and the Customer acknowledges that prior to the Contract it has fully and accurately advised ITPS of its requirements, both present and anticipated, in respect of the Goods.

7.4 If ITPS is unable, other than through the act or default of the Customer, within a reasonable time to repair or replace any defective Goods in accordance with the Warranty set out in these Terms and where such Goods are unusable due to such defect then, the Customer’s only remedy is to reject such Goods and on their return to ITPS’ s premises the Customer is entitled to recover the price paid for such Goods provided the Customer notified such defect in accordance with these Terms.

7.5 Except in the case of death or personal injury caused by ITPS’s negligence, or liability for defective products under the Consumer Protection Act 1987, ITPS will not have any Liability to the Customer for loss of profit or any indirect, special or consequential Loss of the Customer arising out of or in connection with the provision of any goods or services or any delay in providing or failure to provide any goods or services even if ITPS had been advised of the possibility of such potential loss.

7.6 Without prejudice to clause 7.8, if ITPS fails to provide Support and Maintenance in accordance with its obligations hereunder, the total Liability of ITPS in any one year for any Loss suffered by the Customer as a result of such failure will not exceed the Charges paid by the Customer in such year for the Support and Maintenance in question

7.7 Without prejudice to clause 7.8, if ITPS fails to provide the Services in accordance with its obligations hereunder, the total Liability of ITPS for any Loss suffered by the Customer as a result of such failure will not exceed the charges paid by the Customer in respect of such Services.

7.8 Notwithstanding the express provisions of clauses 7.6 and 7.7, except in the case of death or personal injury caused by ITPS’s negligence, or liability for defective products under the Consumer Protection Act 1987, in no event shall ITPS’s Liability in respect of any Loss to the Customer exceed £50,000.

7.9 Except in the case of death or personal injury caused by ITPS’s negligence, or liability for defective products under the Consumer Protection Act 1987, no action regardless of form may be brought by the Customer more than 12 months after the cause of action has accrued.

7.10 ITPS will have no liability under these Terms or otherwise to the Customer arising out of:

7.11 Any loss or corruption of any documents, data, memory erasure of media stored on disk, whether total or partial howsoever arising by reason (in whole or in part) of the Customer’s failure to maintain adequate back-up copies of all of its operating system software, application software, data files and other documentation;

7.12 Any loss or corruption of any documents, data, memory erasure of media stored on disk, whether total or partial howsoever arising, including but not limited to loss which may occur, whilst installation, service or maintenance work is being carried out by or on behalf of ITPS in accordance with these Terms or any other reason

7.13 Any act or omission of any third party telecommunication provider, or fault or failure of their equipment (including any prevention of any remote servicing facility in respect of the Equipment);

7.14 And if any damage to any of the program or data files of the Customer occurs then ITPS’s responsibility will be confined to assisting the Customer to restore the latest backup copy and installing application software made available on site by the Customer. If on site assistance is required to reconstruct the files then ITPS will charge the Customer for the cost of such assistance at ITPS’s then current rates.

7.15 The Customer warrants to ITPS that none of its employees nor the employees of any other party will become employees of ITPS by reason of the provision of the services by ITPS under these Terms, the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“the Regulations”) or otherwise. The Customer will repay to ITPS any costs, expenses or other sums for which ITPS is or may be liable by reason of the applicable or alleged application of the Regulations in relation to provision of such services by ITPS including (without limitation) any compensation or damages which ITPS pays to any such person.

7.16 Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including in particular but without limitation labour disputes (either in the United Kingdom or elsewhere), difficulties in obtaining parts, adverse weather conditions, unforeseen adverse traffic conditions and other conditions beyond the parties’ reasonable control.

 

8. Warranties

8.1 The Customer warrants and represents that the use by ITPS of any data, materials or equipment supplied by the Customer for use by ITPS, will not infringe the Intellectual Property Rights of any third party and the Customer will fully indemnify ITPS in this respect.

 

9. Confidentiality

9.1 ITPS and the Customer undertake that they will comply with their obligations under the DataProtection Act 1998 and each party will use all reasonable endeavours to treat the other party’s data in the same manner with regard to integrity and security as it would its own.

9.2 Except as expressly provided, neither party may at any time whether during or after the expiry of these Terms use or disclose the other party’s Confidential Information and the Customer will take all reasonable steps to ensure that its employees are bound by the same obligations and that such obligations will continue beyond the termination of employment with the Customer.

9.3 ITPS may as a consequence of providing any services to the Customer be exposed to information which the Customer may consider to be Confidential Information. It is the Customer’s responsibility to ensure that any such Confidential Information is marked appropriately or otherwise identified in writing to ITPS.

9.4 The obligations of this section 9 shall survive the termination of these Terms.

 

10. Force Majeure

10.1 ITPS will not be liable for any failure or delay in complying with these Terms if the failure of delay was due to Force Majeure or any other circumstances whatsoever beyond the reasonable control of ITPS, in which event ITPS will as soon as reasonably practicable notify the Customer of the nature and extent of the circumstances in question.

10.2 If either Party is affected by Force Majeure they will immediately notify the other in writing of the nature and extent and the effect and likely duration of the circumstances constituting Force Majeure. The Party affected by Force Majeure shall use all reasonable endeavours to minimise the effect of Force Majeure on its performance of its obligations under this Contract and shall, subject to clause 10.1 forthwith after the cessation of the Force Majeure, notify the other Party thereof and resume full performance of its obligations under this Contract.

10.3 Neither Party shall be deemed to be in breach of the Contract or otherwise be liable to the other Party for anything that arises due to the occurrence of any Force Majeure event for which the other Party has been notified.

10.4 If any Force Majeure delays or prevents the performance of the obligations of either Party for a continuous period in excess of two weeks starting from the date upon which notice has been given pursuant to section 13, the Party not so affected shall then be entitled to give notice to the affected Party to terminate this Contract, specifying the date (which shall not be less than 30 days after the date on which the notice is given) on which termination will take effect. Such a termination notice shall be irrevocable, except with the consent of both Parties, and upon termination the provisions of section 13 shall apply.

10.5 If the Force Majeure continues for more than 30 days then ITPS may cancel this Contract (or any part thereof) without liability to the Customer.

 

11. Assignment

11.1 ITPS may assign, sub-contract or otherwise transfer the benefit of, and/or its obligations under this Contract to any person at any time.

11.2 The Customer acknowledges that this Contract is personal to the Customer and that it may not assign or in any way make over to any third party, whether in whole or in part, the benefit of, and/or it’s obligations under this Contract without the prior written authority of ITPS and on such terms as ITPS may reasonably require.

11.3 Save where expressly stated in these Terms, no person will become entitled to enforce any of its provisions of these Terms who would not have been so entitled but for the provisions of the Contracts (Rights of Third Parties) Act 1999, the provisions of which do not apply to these Terms.

 

12. Successors and Assignees

12.1 This Agreement shall be binding upon and enure to the benefit of the parties and their respective permitted assignees and references to a party in this Agreement shall include its permitted assignees.

12.2 In this Agreement references to a party include references to a person who for the time being is entitled (by assignment, novation or otherwise) to that party’s rights under this Agreement (or any interest in those rights).  For this purpose, references to a party’s rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

 

13. Duration and Termination

13.1 ITPS or the Customer may terminate this Contract at the expiry of the Term by giving prior written notice to the other at least ninety days (90) before the expiry date of the Term and in respect of this clause

Time shall be of the essence.

13.2 ITPS may without prejudice to any other remedy available to it at any time by giving written notice terminate or suspend this Contract or such part of it as ITPS may elect (including stopping any Goods in transit) if:

13.2.1 – the Customer commits any continuing or material breach of these Terms and if the breach is capable of remedy, is not remedied within thirty days of a written notice detailing the breach;

13.2.2  – a resolution is passed or an order is made for the liquidation of or the winding up of the Customer (save for the purpose of a bona fide reconstruction or amalgamation);

13.2.3  – the Customer becomes subject to an administration order, a receiver or manager or administrative receiver is appointed over the Customer’s property or assets;

13.2.4  – the Customer suffers execution or distress or takes or suffers any similar action in consequence of a debt;

13.2.5  – the Customer is insolvent or would be taken as insolvent under section 123 Insolvency Act 1986;

13.2.6  – the Customer is dissolved or otherwise threatens or ceases to carry on business or a substantial part of it;

13.2.7  – in the case of a sole trader or partnership anything analogous to any of the above occurs.

13.3 On termination of this Contract for any reason the Customer will return or delete any of ITPS’s Confidential Information and return to ITPS all property of ITPS under the Customer’s possession or control and ITPS will return or delete any of the Customer’s Confidential Information and return to the Customer all property of the Customer under ITPS’s possession or control.

13.4 On termination of the Contract any licence to use software granted by ITPS will immediately terminate and the Customer will return to ITPS any such software and all copies thereof and will not use or permit the use of any such software. The Customer acknowledges and agrees that ITPS will be entitled to remove such software from all operating systems of the Customer whether by means of remote access or otherwise. The Customer will not do or omit to do anything which might prevent or hinder such removal.

13.5 If the Customer terminates this Contract (or ITPS terminates by reason of any acts or omissions of the Customer) then:

13.5.1 in respect of any Goods such termination can only be made with ITPS’s written consent and on terms that the Customer will indemnify ITPS in full against all loss (including loss of profit) costs, charges and expenses incurred by ITPS as a result of such termination;

13.5.2 in respect of Support and Maintenance if the termination occurs prior
to the end of the Initial Term or any Renewal Period, ITPS may without prejudice to any other remedies available to it demand and receive from the Customer an early termination charge. This charge will be calculated to recover such costs as ITPS has reasonably incurred in equipping itself to deliver Support and Maintenance and which have not been fully recovered by ITPS from the Charges paid by the Customer at the date of termination; and

13.5.3 in respect of Services the Customer shall be liable for the full value of ITPS’s charges set out in the Proposal as well as any and all charges, fees and additional costs accrued up to the point of termination, which may include but not be limited to software costs and travelling expenses.

13.5.4 ITPS has the right to terminate the Contract immediately if the Client or any of its employees or agents engages in any conduct that is prejudicial to ITPS or in the event of non-payment of the Charges by the Client within thirty (30) days of the due date for payment.

 

14. Data Protection

14.1 Each party will ensure that in the performance of its obligations under these Terms it will at all times comply with the Data Protection Act 1998.

14.2 The Customer consents to the processing by ITPS of  the Customer’s personal data (as the term ‘personal data’ is defined in the Data Protection Act 1998) for all purposes connected with these Terms. This will be notified to the Information Commissioner by ITPS to enable such data processing on behalf of the customer e.g. Security and Storage.

14.3 The Customer acknowledges that any data transmitted over the Internet or through any other form of transmission including by telephony or other electronic means cannot be guaranteed to be free from the risk of interception even if transmitted in encrypted form and that ITPS has no liability for the loss, corruption or interception of any such data.

 

15. Non Solicitation

15.1 The Customer acknowledges the investment made by ITPS in the training of ITPS’s Personnel and the commercial interest which ITPS has in retaining their services.

15.2 The Customer may not contract with ITPS employees, its Servants or Agents, or sub-Contractors, or engage them in the performance of Services at any time during the Contract Term, or for one year after termination.

 

16. Notices

16.1 All notices under these Terms must be in writing and will be effective only if given by either party to the other party at their last known principal place of business or such other address as that party has nominated, in writing, for that purpose.

 

17. Law and Jurisdiction

17.1 These Terms will be governed by and construed in accordance with English Law and the English Courts will have non-exclusive jurisdiction to hear all disputes arising in connection with these Terms.

17.2 The invalidity or unenforceability for whatever reason will not prejudice the continuation in force of the remainder of these Terms and if any part of these Terms is held by a Court or other competent authority to be illegal or ineffective it or they will be replaced with such legal and effective terms that most closely approach the ineffective terms.

17.3 If any provision of this Agreement is prohibited by law or adjudged by a Court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement and shall not in any way effect any other circumstances or the validity or enforcement of this Agreement.

 

18. Entire Agreement

18.1 These Terms, the Schedule of Deliverables, Scope and Specifications, and SLA and Operational Parameters, contains the entire agreement between the parties with respect to their subject matter and supersede all previous written and oral agreements and understandings between the parties. The Customer acknowledges that in entering into the Contract it does not rely on any representation, warranty, agreement or other provision except as expressly set out in these Terms and that all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in these Terms will affect the liability of ITPS for any fraudulent misrepresentation.

18.2 This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this agreement.  No variation to or amendment of this contract shall be effective unless in writing and endorsed by duly authorised representatives of both ITPS and the Customer.

18.3 The parties hereto confirm that they have not entered into this Agreement on the basis of any representation or warranty, whether written or oral, that is not expressly incorporated under the terms of this agreement.

18.4 ITPS reserves the right to change these terms and conditions at its sole discretion by giving the Customer not less than 14 days notice (usually on its website at www.IT-PS.com ), and continued use of the Services thereafter will be deemed acceptance of such changes.

 

 

19. Miscellaneous

Any reference to person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and any reference to company includes any company, corporation or other body corporate, wherever and however incorporated or established.

 

20. Third Party arrangements and Risk Management

20.1 The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights Of Third Parties) Act 1999 shall not apply to the Agreement.

20.2 The Customer is responsible for identifying internal risks, their likelihood and impact, via a Risk Management Schedule, and in notifying ITPS and resolving any external third party arrangements, failures or delays which are under their control. (e.g  ADSL).

20.3 The Customer is responsible for the production of a quality Disaster Recovery and Business Continuity plan, and subsequent testing to identify time required, and actions and risks, in resuming full Business as Usual (BAU), beyond ITPS responsibilities (e.g. Local Data Restores).
Definitions

In these terms and conditions, unless the context otherwise requires, the following words have the following meanings:

 

Agreement   Start Date The   date set out in the Schedule of Deliverables, Scope and Specifications, and   SLA and Operational Parameters.
Agreed   Fee The fee set out in Schedule of Deliverables, Scope   and Specifications.
Acceptance   Tests The   tests undertaken by the Customer to confirm the System complies in all   material respects with the Schedule of Deliverables, Scope and   Specifications, and SLA and Operational Parameters.
Business Day Any day other than a Saturday or Sunday or a public   or bank holiday in England
Call Communication   (including an email) received by ITPS from the Customer reporting a defect or   malfunction in the Equipment.
Charges The   sums payable by the Customer to ITPS for Support and Maintenance, as set out   in the Schedule of Deliverables, Scope and Specifications, and SLA and   Operational Parameters
Computer   Software The   computer software listed in Schedule 1.
Commencement   Date The   date set out in Schedule 1 of the Contract.
Confidential   Information Any   trade secrets or confidential or proprietary information of either party,   including these Terms, but excluding any information:(a)   in the public domain otherwise than by a breach of the Contract; (b) which,   prior to disclosure, was already known by the recipient;(c)   that the other party develops independently of or to any information that is   disclosed to it under the provisions of the Contract; or

(d)   which is subsequently disclosed to the recipient by a third party at liberty   to such disclose.

Consumable   Parts Relevant   to Printer Support contract, meaning toner cartridges, ribbons, cleaning   materials.
Contract The   contract between the Customer and ITPS for the sale of Goods, Services and/or   Support and Maintenance in accordance with these Terms.
Contract Manager The person named in Schedule 1 as the contract   manager and any replacement from time to time.
Control Income and Corporation Taxes Act 1988
Critical   Systems Those   systems which the Customer identified in Schedule 1 as critical to their   business.
Computer Hardware Computer equipment listed in Schedule 1.
Customer The   person who accepts ITPS’s written quotation for the sale of the Goods,   Services and/or the supply of Support and Maintenance or whose written order   in respect thereof is accepted by ITPS.
Customer’s   Site The   Customers address(s) to or in respect of which the Service or Goods are   provided.
Definition   of Service The   document “Schedule of Deliverables, Scope and Specifications, and SLA and   Operational Parameters” provided to the Customer by ITPS setting out response   times and support in relation to Support and Maintenance as amended by ITPS   from time to time (to include any upgrades) and available on request.
Disaster Any   event or occurrence which causes damage or disruption to or destruction of   the Customers data or systems which leads or gives rise to the implementation   of the Customer’s Disaster Recovery Plan.
EIR The Environmental Information Act  2004
Engagement The   employment, hire or other use, directly or indirectly and whether as an   employee or on a self employed basis.
Equipment All   or part of the network, hardware, software and Third Party, rented or sold to   The Customer.
Fault

Service downtime resulting in a total loss of Service where it is not   possible to transmit internet data in one or both directions.

FOIA

The Freedom of Information Act 2000

Force   Majeure

Means:

a) Acts of God, including flood, earthquake, windstorm or   other natural disaster;

b) epidemic or pandemic;

c) war, threat of or preparation for war, armed conflict,   imposition of sanctions, embargo, breaking off of diplomatic relations or   similar actions;

d) terrorist attack, civil war, civil commotion or riots;

nuclear, chemical or biological contamination or sonic   boom;

e) any law or government order, rule, regulation or   direction, or any action taken by a government or public authority, including   but not limited to imposing an embargo, export or import restriction, quota   or other restriction or prohibition, or failing to grant a necessary licence   or consent;

f) fire,or explosion (other than in each case one caused   by a breach of contract by, or assistance of, the party seeking to rely on   this clause or companies in the same group as such party);

g) loss at sea;

h) extreme adverse weather conditions;

i) collapse of building structures, failure of plant   machinery, machinery, computers or vehicles;

j) any labour dispute, including strikes, industrial   action or lockouts (other than in each case by the party seeking to rely on   this clause, or companies in the same group as such party);

k) non-performance by suppliers or subcontractors (other   than by companies in the same group as the party seeking to rely on this   clause); and

l) interruption or failure of utility service, including   but not limited to electric power, gas or water.

 

Functional   Specification The   functional specification document detailing the System that is to be   delivered.
Good Industry Practice The exercise of such degree of skill, diligence,   care
Goods The   computer hardware, software and related equipment which ITPS is to supply in   accordance with these Terms.
General   Systems Those   systems which the Customer identified in Schedule 1 as general.
Initial   Term The   date set out in the Scope of Service.
Intellectual   Property Rights
Patents, rights to inventions, copyright     and related rights, trade marks, trade names, domain names, rights in     get-up, rights in goodwill or to sue for passing off, unfair competition     rights, rights in designs, rights in computer software, database rights,     topography rights, moral rights, rights in confidential information     (including 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.

 

Installation   Address 
The     address specified in the Scope of Service at which the Equipment is located     or such other address as may be agreed in writing by ITPS.

 

Invasive   Programs  Any programme   capable of penetrating the                  Customer’s systems and   causing disruption and/or damage.
ITPS
Information     Technology Professional Services Limited.

 

Liability
Any     liability arising by reason of any representation (unless fraudulent), or     any breach of any implied warranty, conditions or other term or any duty at     common law, or under any statute, or under any express term of this     Contract.

 

Loss
In     relation to the Customer means loss of profit (or any other loss), damages,     costs or other compensation and any legal or other expenses awarded against     or incurred by or paid or agreed to be paid in settlement of any claim by     the Customer, howsoever arising and whether by reason of negligence of     ITPS, its’ employees, its’ agents or otherwise.

 

Normal   working hours
08:30     to 17:00 Monday to Friday but excluding bank or statutory holidays.

 

Operating   Platform
The     complete configuration of hardware, ancillaries/accessories and operating     system for an item of Equipment.

 

Personnel
Any     employee, agent, consultant and/or sub-contractor of the party concerned.

 

Printer   Hardware   Printer   hardware listed in schedule 1.
Project   Plan
The     plan describing the Services and setting out the estimated timetable and     responsibilities for the provision of the Services by ITPS.

 

Project   Milestone  A date by which a part of   the Services are     estimated to be   completed, as set out in the  Project   Plan.
Proposal
The     proposal to the Customer setting out ITPS understanding of the Customer’s     requirements.

 

Quotation  The quotation   to the Customer setting out ITPS   understanding   of the Customer’s requirements.
Renewal   Period
The     period commencing after the Initial Term, as set out in an addendum to the     Scope of Service, during which ITPS will continue to provide Support and     Maintenance in accordance with the Scope of Service, which may be renewed     or extended at any time by the written agreement of the parties.

 

Repair   Parts   Fuser   assembly units, maintenance kits, pickup assembly rollers, pickup assembly   units, paper pickup drive assembly, delivery assembly, registration assembly,   paper feed/separation rollers, transfer rollers, face down rollers, paper   separation pads, separation pad assembly, motors, engine controls, power   supply units, internal jet direct cards.
Service Data Communication provision.
Services
The     services to be provided by ITPS as set out in the Proposal and/or Project     Plan, together with any other services (limited by exclusions) including     but not limited to training and consultancy which ITPS provides or agrees     to provide to the Customer.

 

Scheduled   Service Hours
The     times during which ITPS will endeavour to provide Support and Maintenance     as specified on the Definition of Service.

 

Scope   of Service
The     Schedule signed by the Customer setting out details of the Equipment and     other information in respect of Support and Maintenance.

 

Support   and Maintenance
The     provision of a maintenance service for the Equipment together with support     visits as set out in the Scope of Service.

 

System   Audit
Means     an inspection of the Equipment or part thereof but does not include repair     or replacement.

 

System
The     configured computer program(s), network, documentation, data, diagrams,     reports and specifications (including drafts) delivered as a result of the     Services provided by ITPS.

 

Telecommunications Equipment   Telephony   equipment listed in Schedule 1.
Term The period specific in Schedule 1.
Third   Party Software
Software     developed and licensed by a third party, for which ITPS have agreed to     provide support, as detailed in the Scope of Service.

 

UPS Uninterruptable Power Supply.
User   Acceptance Sign Off A   customer sign off sheet to be completed and signed by the Customer and   delivered to ITPS
Warm Backup Is a redundancy method that involves one system   running in the background of the identical primary system.  The data is regularly mirrored to the   secondary server.  Therefore at times   the primary and secondary systems do contain different data or different data   versions.

 

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