Terms & Conditions
In consideration of payment by the Customer monthly in advance, Infotech21 may provide some or all of the services below, as per contractually or verbally:
1.1 Maintenance Support Service
1.2.1 The Maintenance Support Service will be provided during the Service Hours and does include:
(a) 24/7 proactive maintenance of servers via an installed remote agent automatic alerts will be triggered on several vital performance thresholds. These will be automatically investigated
a. Low disk space
b. Backup failure (where the backup service is provided by Infotech21)
c. Low physical and Virtual memory
d. Physical disk failure
(b) Unlimited telephone and remote support
(c) Microsoft Windows Server patch management
(d) Desktop & laptop support
(e) Application fault diagnosis & remote repair for Standard Microsoft Office products only.
(f) Operating Systems fault diagnosis & remote repair
(g) LAN fault diagnosis & remote repair (limited to network switches)
(h) Hardware fault diagnosis
(i) Backup monitoring
(j) Virus definition management for Infotech21 provided virus software only
(k) Service and Event Log monitoring
(l) Load 3rd party software as required (subject to approval)
(m) Setup/creation of new user accounts
(n) Setup and configuration of new portable and desktop computers
(o) Setup/creation of new email addresses
(p) Setup of email on remote devices, iPhone, Android and Blackberry
a. Blackberry devices are only supported of Office 365 customers
b. iPhone and Android devices are only supported for customers using Microsoft Exchange with a Valid SSL certificate
(q) Resolution of all faults (see clause 3.3.6) pertaining to the list above
1.3.1 Normal Service hours are 8.30 am to 6.00pm Monday through Friday excluding Bank Holidays.
1.3.2 Infotech21 offer a 4 hour maximum response time for all support tickets.
1..3.2.1 Infotech21 will engage with third party suppliers but cannot be responsible for the response times of any third party manufacturer, software producer or service providers nor the quality of the service provided.
1.3.3 Support tickets must be logged through the customer support portal unless it is technically not possible to do so, in which case a telephone call to the Infotech21 Support line would suffice.
1.3.4 Infotech21 will regularly install patches and critical updates to your servers to help ensure that you are guarded against the latest vulnerability threats; Infotech21 accepts no liability for their performance. For many of these updates to be installed properly your server must be restarted. Infotech21 will restart your servers, as necessary, between our regular maintenance window of 22:00 and 04:00. If the expected downtime is greater than 15 minutes then Infotech21 Managed Services staff will contact you to inform you of the outage. You reserve the right to request that Infotech21 reschedule the outage to align with your business needs.
1.3.5 Infotech21 may, at its sole discretion, carry out maintenance during the hours outside the Service Hours for maintaining network uptime as it shall think fit.
3.3.6 The Maintenance Support Service does not include:
(a) maintenance support outside service hours
(b) software or hardware upgrades
(c) Hardware replacement
(d) Specified project work to upgrade the network or server equipment
(e) Applications not installed by Infotech21
(f) Macro or other bespoke programs not created by Infotech21
(g) Support for hardware outside of its warrantable period
(h) Any software no longer supported by the producer
(i) Preparation of equipment for resale
(j) Reinstallation of software or hardware for personal use of any employee of the company
(k) Virus outbreaks on machines not protected by Infotech21 virus software
(l) Repairs or fixes caused by user installed applications or any applications not provided or installed by Infotech21
(m) Structured cabling or any lack of performance caused by cabling defects
(n) More than one email account per mobile device is not supported
(o) Setup of business email accounts on personal devices is not supported.
1.3.7 The installation and commissioning of software upgrades shall be charged at Infotech21 standard rates as defined in 3.3.1 of this Agreement.
1.3.8 Infotech21 will cover all faults as long as the following conditions apply:
(p) the customer agrees not to allow any computing consulting company either as an employee or an independent contractor without prior consent of Infotech21.
(q) no free software is installed on the machines. This includes messaging applications and software including but not limited to Real Player.
(r) installation of software is performed solely by Infotech21 or an approved contractor of Infotech21.
(s) each server has proper up to date Antivirus programs installed. All fully licensed.
(t) Infotech21 does not support unlicensed software. In the event that the customer has any unlicensed software on premises, the customer is responsible for notifying Infotech21 of such so that a remediation plan can be prepared and implemented to assist the customer in receiving 100% license compliance.
1.4 IT Support Service – Additional & Emergency
1.4..1 The Customer will be entitled to emergency support which will be outside the normal service hours at no extra charge. Non emergency calls will be charged at an additional cost of £65.00 per hour plus £65.00 call out fee and IT Services which Infotech21 carries out in excess of the maintenance contract are also charged at £65.00 per hour plus £65.00 call out fee (remote work £50.00 per hour) if deemed not to be caused by any action or inaction of Infotech21.
1.4.2 In the event of a callout for project related work not covered in the contract. The minimum amount of chargeable time will be 3 hours.
1.5..1 Estimates for hardware, software, peripherals and procured services are not a fixed-price commitment and are only estimates, based on needs analysis and network design. Prices and specifications are subject to revision at the time of ordering. The customer will be notified verbally, or in writing upon request, of any material differences before proceeding.
1.5.2 From time-to-time, in support of projects and tasks scheduled, Infotech21 will manage the procurement of technology assets and services. This will include, but isn’t limited to, interviewing and selecting vendors, developing specifications, securing price quotes, preparing purchase authorisations, placing orders, tracking open orders and determining vendor compliance to specifications following delivery. Our standard rates will apply.
1.6 Accountability and Change Management
1.6..1 In order to maximise accountability for ensuring the ongoing security, reliability and performance of the customer’s network. The customer agrees that all packaged software and custom software being added to the network will be reviewed and tested by Infotech21. The customer also agrees that the nominal expense associated with testing software, prior to deployment on the production network, is minimal relative to the potential exposure of introducing untested software into a “live” environment. In the event that there are additional costs or difficulty in getting a software vendor’s cooperation in this matter respect to securing software media, license keys, or documentation, one the customer agrees to intercede to secure the software vendor’s cooperation. In addition, the customer recognizes that risk is minimized when Infotech21 evaluates planned software purchases prior to committing to a purchase decision. Please note that there is a 2 hour minimum for lab testing of industry specific software. In the event the Client chooses to bypass this recommended course of due diligence, Client agrees that Infotech21 cannot be held responsible for unplanned or untested changes or additions to the network. Infotech21 will give Client the option of having Infotech21 attempt to repair the problem; however, this will be at our standard rate.
1.7 Fee for Change Orders
1.7.1 Any projects exceeding 8 hours in duration require a substantial amount of advanced Infotech21 staff scheduling, project management, account creation and/or product procurement to ensure that project stays on schedule. Thus once Client has committed to a project start date and timetable, it becomes extremely disruptive to reschedule necessary staff and contractor resources. Re-scheduling almost always results in unsold “inventory” of hours that Infotech21 is forced to absorb. As a result, any Change Orders that require rescheduling more than 4 project hours, are subject to a Change Order fee of 15 % of the total services estimated for the project, subject to a £65.00 minimum. All Change Order fees are due upon receipt.
2. FURTHER TERMS RELATING TO THE SERVICE
2.1 Infotech21’s obligation to provide on-site services shall extend only to the address shown above.
2.2 Save where expressly agreed in writing to the contrary, Infotech21 shall, at the Customer’s costs:
(a) provide all materials, part, components and replacements; and
(b) write, purchase or otherwise procure all computer programs required for the purpose of providing the Services.
2.3 Infotech21 shall ensure that while on the Customer’s premises, the Customer and its employees, agents , contractors, sub-contractors and all other persons who enter such premises with the authority of the Customer for the purpose of, or in connection with, this Agreement or the provision of the Services, adhere to the Customer’s security procedures and health and safety regulations, as from time to time notified to Infotech21 or otherwise brought to Infotech21’s notice or such person. The Customer shall be entitled to remove or to refuse admission to any person who is, or has been, in breach of such procedures and regulations.
3. CHARGES AND SERVICE LEVELS
Charges for principal Services
In consideration of the Services, the Customer shall pay the Charges. The Charges shall be paid by the Customer monthly in advance. The Customer shall pay the Charges [(being non-refundable) monthly in advance and by Direct Debit or Standing Order. No Services shall be provided until payment has been received by Infotech21.
All amounts payable under this Agreement shall be exclusive of VAT (if any) which shall be payable by the Customer at the rate and in the same manner for the time being prescribed by law against submission of a valid tax invoice.
Infotech21 shall have the right to charge interest on overdue invoices at the rate of 4% per year above the base rate of Lloyds TSB Bank plc, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment, whether before or after judgment.
3.3 Review of Charges
Infotech21 shall be entitled to increase the Charges as from each anniversary of the date of this Agreement. Any such increase shall be agreed between the parties at least [one month] prior to such anniversary.
4. INFOTECH21’S WARRANTIES AND INDEMNITIES AND UNDERTAKINGS
4.1 Infotech21 hereby represents and warrants to the Customer that
4.1.1 the Services will be performed:
(a) in such a way as not to cause any fault or malfunction in any Software or system of the Customer;
(b) in such a way as not to cause any interruption to the business processes of the Customer (other than any agreed and unavoidable interruption which is required in order to perform the Services in a proper and efficient manner);
(c) in accordance with all applicable laws and regulations;
(d) with all reasonable skill and care;
4.1.2 the material utilised by Infotech21, all modifications and all software, documentation and other deliverables provided to the Customer by Infotech21 in the course of providing the Services will not infringe the Intellectual Property Rights of any third party;
4.1.3 at the date of this Agreement Infotech21 has obtained and will maintain for the duration of this Agreement all permissions, licenses and consents necessary for Infotech21 to perform the Services.
4.2 If Infotech21 receives written notice from the Customer of any breach by the Customer of the representation and warranties contained in sub-clause 6.1 Infotech21 shall, at its own expense, remedy that breach within  days following receipt of such notice failing which the Customer may be entitled to pursue such rights and remedies as are available to it.
4.3 Infotech21 will provide a suitable member of staff to respond to queries from the Customer – for example, as to the resolution of conflicting priorities between two or more items of support or maintenance.
5. THE CUSTOMER’S RESPONSIBILITIES
5.1 Without prejudice to clause 4.3, the Customer will provide Infotech21, its agent, contractor, sub contractor and all other persons duly authorised by Infotech21 with such access to the Customer’s premises as may reasonably be required for the purpose of performing the Services, such access, except in the case of emergency or agreed out-of-hours downtime, to be within the Standard Support Hours.
5.2 The Customer will ensure that appropriate environmental conditions are maintained for the Software and will take all reasonable steps to ensure that the Software is operated in a proper manner by the Customer’s employees.
5.3 For the duration of this Agreement, the Customer shall at the request of Infotech21 as may from time to time be considered appropriate meet at the Customer’s premises and at a time to be agreed between the parties for the purpose of discussing provision of the Services and any other appropriate matters.
5.4 The customer shall comply with the Terms and Conditions of use for 3rd party applications which may be provided by Infotech21 as part of the services.
6. DISPUTE RESOLTUION
6.1 It is the intention of the parties to settle amicably by negotiation all disagreements and differences of opinion on matters of procedure and management arising out of this Agreement. Accordingly it is agreed that the following procedure shall be followed prior to the serving of written notice terminating this Agreement or in relation to any matter of dispute between the parties hereto concerning procedure or management.
6.2 In the event that any disagreement or difference of opinion arises out of this Agreement the matter shall be disposed of thus:
(a) the authorised representatives of each parties shall meet to attempt resolution. Should they not meet within 14 days of the date on which either party convenes a meeting to resolve the matter or should they not be able to resolve the matter with 14 days of first meeting, then
(b) the matter shall promptly be referred by either party to the owner of the Customer and Daniel Raiter for immediate resolution.
6.3 If, within 14 days of the matter first having been referred to in clause 8.2 above, no agreement has been reached as to the matter in dispute, the dispute resolution process shall be deemed to have been exhausted in respect of the matter in dispute, and each party shall be free to pursue the rights granted to it by this Agreement in respect of such matter without further reference to the dispute resolution process.
6.4 For the avoidance of doubt, this clause 8 shall not prevent either party from seeking injunctive relief in the case of any breach of threatened breach by the other of any obligation of confidentiality or any infringement by the other of the first named party’s Intellectual Property Rights.
7. LIMITS OF LIABILITY
7.1 In respect of any loss or damage which in any way arises out of or is connected with the performance or non-performance by Infotech21, its staff, agents and subcontractors, of any of its obligations under this agreement, except for liability arising from death or personal injury for which no limitation shall apply, will be limited in aggregate to the lesser of one year of support costs and in any case shall not exceed a single years’ core client contract value.
7.2 Infotech21 shall not be liable to the Customer for any indirect or consequential loss or damage including loss of business profits, loss avoidable by the Customer through reasonable conduct, including backing up all data and maintaining all the Customer’s software and hardware and following Network System’s reasonable advice generally and all items (including without limitation the Customer’s software and hardware) and the provision of the Services excluded by Force Majeure, nor for any direct loss arising from any use of the system by anyone not licensed for its use or for any purpose for which the system is not designed.
7.3 Nothing in this Clause 9 shall be construed as attempting to limit the liability of any party in respect of injury to or the death of any person caused by any willful or negligent act or omission of any party, its employees, agents or subcontractors, or for fraud.
8. FORCE MAJEURE
8.1 Subject to due compliance with clause 10.2, neither party shall be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
8.2 In the event of either party being so delayed or prevented from performing its obligations such party shall:(a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;
(b) use all reasonable endeavors to mitigate the effects of such delay or prevention upon the performance of its obligations under this agreement; and
(c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.
8.3 In the event that such delay or prevention continues for more than [eight] weeks the party whose performance is not delayed or prevented may terminate this agreement on 30 days’ written notice to the other party in which case the provisions of clause 10 shall apply.
9. TERM & TERMINATION
9.1 Either party may terminate the agreement giving 3 months written notice, not to be given within the initial 24 months service term, at the end of each annual renewal term;
9.2 Each party shall have the right, without prejudice to its other rights or remedies, to terminate this agreement immediately by written notice to the other if the other:
(a) is in material or persistent breach of any of its or its obligations under this agreement and either that breach is incapable of remedy or it shall have failed to remedy that breach within 30 days after receiving written notice requiring it to do so; or
(b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or becomes insolvent; or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction); or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets; or enters into or proposes any composition or arrangement with its creditors generally; or is subject to any analogous event or proceeding in any applicable jurisdiction.
9.2 The Customer shall have the right, without prejudice to its other rights or remedies, to terminate this agreement immediately by written notice to Infotech21, if Infotech21 undergoes a change of control and this change does not result in control passing to a company which, immediately prior to the change in question, was an Affiliate of the Infotech21.
10. CONSEQUENCES OF TERMINATION
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 of this Agreement which is expressly or by implication intended to come into force or continue in force on or after that termination.
11. CONFIDENTIALITY AND PUBLICITY
11.1 Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential all, and will not use for its own purposes nor without the prior written consent of the other disclose to any third party any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates (“Confidential Information”) unless such information is public knowledge or already known to such party at the time of disclosure or subsequently becomes public knowledge other than by breach of this agreement or subsequently comes lawfully into the possession of such party from a third party.
11.2 The provisions of this clause 13 shall remain in full force and effect notwithstanding any termination of this Agreement.
No forbearance or delay by either party in enforcing its rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be prejudiced.
Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties.
14. THIRD PARTY RIGHTS
No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.
Notices shall be in writing, and shall be sent to the other party marked for the attention of the person at the address set out for such party in this agreement. Notices may be sent by first-class mail or facsimile transmission provided that facsimile transmissions are confirmed within [24 hours] by first-class mailed confirmation of a copy. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting and correctly directed facsimile transmissions shall be deemed to have been received instantaneously on transmission provided that they are confirmed as set out above.
17. ENTIRE AGREEMENT
This Agreement, the schedules and the documents annexed hereto or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
28. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the English courts.