Standard Terms & Conditions

Acknowledgement and Acceptance of our Terms and Conditions

By signing this document you accept that:

You have read our Terms and Conditions.
You are duly authorised to enter into a Rescura Service Agreement.
That our Terms and Conditions and Service Schedule(s) (as amended by us from time to time) form the entire agreement between us.

These terms and conditions (Terms and Conditions) shall apply to the sale and provision to you of IT projects and supply and provision to you of our IT related services from time to time. These Terms and Conditions are separated into three sections: section 1 – Sale and provision of IT projects; section 2 – Supply and provision of Services; and section 3 – General Terms and Conditions. Depending on whether you purchase projects or the supply of services will depend on which section or sections (as appropriate) shall apply. However, section 3 – General Terms and Conditions shall always apply. These Terms and Conditions replace and supersede any previous proposals, correspondence, understandings or other communications between us whether written or oral.

In these Terms and Conditions “we” and “our” refers to Rescura Limited, a limited liability company incorporated in England (registered number 04619136) with registered office address at Harvest House, Cranborne Road, Potters Bar EN6 3JF, and “you” and “your” refers to the person firm or entity referred to as the “Customer” on whose behalf our quotation and/or purchase order document in respect of the sale and provision of an IT project or a Service Schedule in respect of the supply of services or in either case any other acknowledgement document of ours is acknowledged and/or signed.

Section 1 – Sale and provision of IT Projects

In each case where we agree to sell IT hardware and/or software, and/or provide IT technical or project management services to you (IT Projects) the terms and conditions contained in this section 1 and section 3 of these Terms and Conditions will form a separate legal agreement (Sale Agreement). Save as expressly provided in these Terms and Conditions the Sale Agreement shall apply to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).

1 Formation of a Sale Agreement

1.1 Any order or acceptance of our quotation and purchase order document for IT Projects by you shall be deemed to be an offer by you subject to these Terms and Conditions (Offer). You shall ensure that any Offer is complete and accurate.

1.2 Unless and until we issue a written order acknowledgment to you of an Offer or deliver the IT Projects to you, a binding contract shall not come into existence between us.

1.3 We may deliver the IT Projects in instalments each delivery of which shall constitute a separate Sale Agreement. No cancellation or termination by either you or us of any one Sale Agreement relating to instalments shall entitle you to repudiate or cancel any other Sale Agreement or instalment.

1.4 You may not cancel any order which we have acknowledged except with our written permission and where you hold us harmless in full against any loss (including loss of profit) costs, charges and expenses incurred by us as a result of your cancellation.

2 Description of IT Projects

2.1 The description of the IT Projects will be as set out in our acknowledgment of order or our quotation.

2.2 All specification, descriptions, drawings and advertising issued by us and or contained in any brochures or on our website are for illustrative purposes only and they do not form part of a Sale Agreement. Any error or omission in any of our sales literature, quotation, invoice or any other document or information issued by us shall be subject to correction by us without liability on our part.

2.3 Without prejudice to our liability for any fraudulent misrepresentation, our employees, contractors and agents are not authorised to make any contractually binding representations concerning the IT Projects. You acknowledge by entering into a Sale Agreement that you do not rely on and waive any claim for breach of any such representations which have not been confirmed by one of our authorised officers in writing.

2.4 We reserve the right (but do not assume the obligation) to make changes to the specification of the IT Projects which do not materially affect their quality or performance.

3 Delivery and Acceptance of the IT Projects

3.1 We will use reasonable endeavours to deliver IT Projects on the date agreed, but any such agreed date is an approximate date only and time shall not be of essence in respect of delivery and we shall not be liable for any delay in delivery however caused.

3.2 You will be responsible for ensuring the Site(s) is suitable for the delivery and installation of the IT Projects.

3.3 Delivery will be made during Business Days during normal business hours and we reserve the right to charge an additional charge in respect of deliveries at your request to be made outside such time.

3.4 You shall inspect the IT Projects immediately on delivery and shall within 14 days of such delivery give notice to us in writing if any of the IT Projects are not in accordance with the order. We shall not be liable for any non-delivery of IT Projects (even if caused by our negligence) unless you have given us such written notice and such liability shall be limited to replacing the IT Projects within a reasonable time or issuing a credit note in respect of such IT Projects.

3.5 We reserve the right to cancel orders or not to deliver IT Projects where the prices quoted are clearly incorrect.

3.6 You shall be deemed to have accepted the IT Projects on the earlier of either the 14 days from delivery or where the IT Projects are supplied following a project plan and/or technical review by us then at the time when in our reasonable opinion the IT Projects function according to our checklist.

4 Risk and Property

4.1 IT Projects shall be at our risk until they have been delivered to you. The ownership of the IT Projects shall not pass to you until the later of the time when we have received in full all sums due in respect of the IT Projects and any other sum which is due to us from you, or the completion of the delivery.

4.2 Until ownership of the IT Projects has passed to you under condition 4.1 above you shall keep the IT Projects:

4.2.1 at your cost in satisfactory condition and in such a manner that it remains readily identifiable as our property;

4.2.2 on a fiduciary basis as our bailee; and

4.2.3 insured on our behalf for its full price against all risks and hold proceeds of any such insurance on trust for us and not mix them with any other money nor pay the proceeds into any overdrawn bank account.

4.3 Your right to possession of the IT Projects before ownership has passed to you shall terminate immediately if any of the circumstances set out in condition 7.3 of section 3 of these Terms and Conditions arise or if you fail to make any payment to us on its due date or you otherwise encumber IT Projects.

4.4 You grant us, our agents and employees an irrevocable licence to enter the Site(s) where the IT Projects are stored in order to inspect them, or where your right to possession is terminated to remove them.

4.5 Termination of a Sale Agreement shall not affect our rights under this clause.

5 Software

5.1 Any Third Party software supplied or installed with any IT Projects is provided under the terms and conditions and licence of the software provider. If any software comprised in the IT Projects is not owned by us then you will be required to enter into a licence agreement with the respective owner of the software concerned.

5.2 We hereby grant to you a personal, non-exclusive, and non-transferable license during the term of this Agreement to use the Rescura application (Applications) written and developed by us.

5.3 You agree to use your best efforts to ensure that your employees and users of Applications comply with the terms and conditions set out in this Agreement.

5.4 You also agree to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the software comprised in Applications.

5.5 You shall not modify alter or in any way interfere with Applications or merge Applications with other data, programs or systems.

5.6 We reserve the right to make any improvements, substitutions or modifications in the specification or any element or part of Applications

5.7 We do not warrant that Applications (including without limitation the Software) is error free or operates without interruption or is compatible with the Network Components and other software configurations.

5.8 Applications shall not be reproduced or copied in whole or in part or removed from the United Kingdom without our prior written consent.

5.9 You shall not assign, sub-licence, charge or otherwise dispose of or grant rights over Applications.

5.10 Upon termination of this Agreement, you shall return all copies of Applications to us at the conclusion of the term of this Agreement.

5.11 Applications is Confidential Information of Rescura Limited or its licensor. To protect and safeguard Applications from use by unauthorised persons you agree to exercise due diligence and care in the storage, use and copying of all or any part of Applications and will treat Applications with at least the same amount of reasonable care as it takes to protect its own confidential materials.

6 Warranty

6.1 In view of the number of differing models and parts of IT Projects and the number of differing configurations we can only offer a limited warranty to you that the IT Projects will be free from defects in workmanship and materials for a period of 7 days from the date of delivery of the IT Projects by us (Warranty Period). Within 7 days of the time you discover or ought reasonably to have discovered a defect within the Warranty Period you must notify us in writing of any such defects so that we may inspect the IT Projects as we deem necessary, and if you do not notify us then you will not be entitled to reject the IT Projects and we will have no liability for any such defect.

6.2 We will not be liable for a breach of the warranty in clause 6.1 above if you have failed to use the IT Projects in accordance with the relevant manufacturers or our instructions or have altered or repaired the IT Projects without our written consent or used the IT Projects for a purpose outside their normal application.

6.3 Subject to the conditions of this clause 6, where a valid claim is notified to us then we may at our discretion repair or replace the IT Projects (other than consumable items) in which case we shall have no further liability to you. Any repaired or replaced IT Projects shall be under warranty for the unexpired portion of the Warranty Period.

6.4 Most IT Projects we sell have an additional warranty provided by a third party, for example a manufacturer’s warranty, which often last for a longer period than, and can be of a greater benefit, than our own warranty.

Section 2 – Supply of Services

We provide different types of IT related services (IT Services). These Terms and Conditions apply to our provision of IT Services at our Support Service level only (Support Service Level). In each case that we agree to supply to you our IT Services at the Support Service Level each IT Service will be contained in a separate service schedule (Service Schedule) and the terms and conditions contained in this section 2 and section 3 of these Terms and Conditions together with such Service Schedule will form a separate legal agreement (Service Agreement). The Service Agreement shall apply to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).

1 Our Obligations

In respect of Application Support

1.1 We will provide telephone and remote access support in response to an email or a telephone call from your staff reporting an operating problem with applications developed by Rescura (Applications) and installed on equipment within the Network Components (Support Call). The response time is as specified in the Service Schedule. The response time will not commence until we have logged the System Fault on our system and issued you with a call log number.

1.2 If a Support Call is determined to be a System Fault the provisions for a System Fault will apply.

1.3 Where remedial work is identified and required to the Applications as a result of the Support Call we will reasonable endeavours to provide the necessary changes as soon as reasonably practicable. The changes required may be subject to the completion of a Rescura Change Control Form being signed by us and you prior to the implementation of any changes.

1.4 If we determine that the Support Call is in fact a training issue then we will, in our sole discretion, either cease to provide the Application Support in respect of the matter in issue or charge for the IT Services on a time and material basis at our then current rates.

1.5 All requests for development of the Applications will dealt with as an IT Project and subject to terms in Section 1.

In respect of System Faults

1.6 We will respond to an email or a telephone call from your staff reporting a defect or malfunction in the Network Components (System Fault) within the response time provided by the Support Service Level specified in the Service Schedule. The response time shall not commence until we have logged the System Fault on our system and issued you with a call log number.

1.7 If a System Fault cannot be remedied over the telephone or by remote access, then we will send one of our engineers or agents to the relevant address as notified to us from time to time where components of the Network Components are located (Site(s)) within the response time appropriate to the Support Service Level.

1.8 We will remedy a System Fault by email or over the telephone or by means of remote access (where this is possible and permitted by you), or as appropriate, at the Site(s).

1.9 Where permitted by the applicable software licence agreement, we may use new versions or releases, patches and other updates of Third Party Software to repair known problems to applicable System Faults.

1.10 Escalation Process – We will monitor System Faults and/or where appropriate appoint the services of a specialist third party as we may deem appropriate.

1.11 Out of Warranty – Where part or parts of the Network Components need to be repaired or replaced we will repair or replace such part or parts where they are available.

1.12 Virus Removal – We will remove any virus infection which is found within the Network Components. However, we do not warrant that we will be able to detect and/or correctly identify and/or disinfect all threats, malicious programs or other harmful components on the Network Components. Further, you must ensure that comprehensive anti-virus software is installed and that the licence is paid up-to-date. If such licence is not paid up-to-date then we will charge you on a time and materials basis at our then current rates.

In respect of Preventative Maintenance

1.13 We will test Critical Network Components in accordance with our established checklist (Preventative Maintenance). The tasks we perform include installing software updates and patches, checking the integrity of back-up data from the last back-up and checking the security configurations of the System.

1.14 We will perform the Preventative Maintenance during each anniversary of a Service Agreement at six monthly intervals, or in our sole discretion, such other lesser or greater frequency depending on the size and complexity of the System.

1.15 We will perform the Preventative Maintenance partially by remote access and partially at the Site as we deem appropriate.

1.16 We will deliver a report to you summarising the Preventative Maintenance work done and together with any of our recommendations as appropriate at the end of each anniversary of a Service Agreement.

1.17 We will examine each workstation comprised in the System in accordance with our established checklists on an annual basis.

In respect of Network System Monitoring

1.18 We will provide a daily report to you of the health of the System (identifying any System Fault) by 9 a.m. every Business Day (Daily Health Report). However, if we do not identify any System Faults in the Daily Health Report we will not send the Daily Health Report to you unless you have notified us in writing that you still wish us to do so.

1.19 We will send the Daily Health Report by email to your Local Administrator, or where it is the email service which has failed by SMS to your Local Administrator.

1.20 We will review the Daily Health Report and if we consider any matter a System Fault we will deal with the same in accordance with the Service Level.

In respect of Disaster Recovery

1.21 In the event of an incident rendering the System unusable for more than 24 hours (for example the theft or destruction by fire of the System) (Disaster Recovery Scenario) we will reinstate your application software and restore your data on new or temporary computer servers. If you do not have such alternate computer servers available and want us to obtain these for you then the terms and conditions will be subject to a separate Sale Agreement.

1.22 In the event of a Disaster Recovery Scenario we will extend our normal working hours between 7 a.m. to 11 p.m. on Business Days and between 9 a.m. to 5 p.m. on Saturdays and Sundays (other than public holidays).

1.23 Nothing in clause 1.21 will oblige us to provide the Disaster Recovery Services where we are subject to Force Majeure event.

1.24 Our ability to perform a Disaster Recovery Service will be strictly subject to you having available the application software for reinstatement and back-up data for restoration.

In respect of Data Recovery

1.25 We will reinstate any of your data from your back-ups during Service Operating Hours upon your request.

In respect of User Management

1.26 We will make changes to the System in respect of changes to the Users of the System and/or their configuration records upon your written request. (User Management). We reserve the right to charge for such changes in the event that such changes are in respect of a significant proportion of the Users.

In respect of Strategy Development

1.27 We will attend a minimum of two and a maximum of four meetings with you at the Site to discuss the System and your IT requirements generally (Strategy Development) upon your written request during each anniversary of a Service Agreement.

1.28 We require a minimum of 14 Business Days’ notice of a meeting where we are to provide Strategy Development.

1.29 As soon as reasonably practicable after a meeting in respect of Strategy Development we will deliver a written report to you setting out a strategic plan and our recommendations generally in respect of the System and, as appropriate, your IT requirements generally.

In respect of Routine Clinic Visits

1.30 We will attend the Site(s) to resolve any unreported system issues and to review the Network Components generally (Routine Clinic Visits). The number of visits per annum will be decided upon by us in our sole discretion.

In respect of Communication Management

1.31 We will create and maintain a register of Internet and other communications services supplied or arranged by us and used by you (Communication Register).

1.32 We will manage the renewals of third party Internet and other communication services you receive in our sole discretion. However, we require prior written notice of your request.

In respect of Application Management, Security Management, Continuity Provisioning, and Asset Management

1.33 Application Management – we will prepare and maintain a register of software supplied by us and used by you in the System (Software Register). We will manage updates of, and patches to, the software applications as provided in the Software Register. We will also manage updates of, and patches to software which was not supplied by us but is used by you which is subject to a current maintenance agreement as and when required by you. However, we will consider adding such software not supplied by us to the Software Register in our sole discretion upon a written request from you

1.34 Security Management – we will manage, issue and control all the passwords required to gain access to the System (Security Management). We will also provide a written Security Management report which will provide details of access and intrusion to the System on a quarterly basis upon your request.

1.35 Continuity Provisioning– we will carry out a risk review of vulnerabilities and threats to the System and to provide a report summarising our findings and any recommendations (Continuity Provisioning Report). We will also provide our opinions on the feasibility of your own continuity plan solely in respect of the System in our Continuity Provisioning Report upon your request.

1.36 Asset Management – we will maintain a register of all network components in the System, and all acquisitions and disposals performed by us in the System in a format to be reasonably agreed with you (Asset Management Register). We will also ensure the Asset Management Register is kept up to date with all other acquisitions and disposals in the System as informed by you to us from time to time. We will also use reasonable endeavours within 21 Business Days of a written notice by you to carry out an audit of the System on an annual basis.

In respect of Data Communications

1.37 We will provide the communication service for the minimum period as stated in the Service Schedule (Data Communications). This service is provided across public networks and is subject to disruptions that are beyond our control from time to time.

1.38 Notwithstanding clause 3.1 below the service will continue in full force and effect unless and until either you or us serves on the other at least one month’s for monthly invoiced services and at least three months’ for quarterly invoiced services prior written notice of termination expiring no earlier than the end of the next period to be invoiced.

In respect of Remote Backup

1.39 We will provide the remote backup service in respect of the data notified to us by you to be replicated and stored subject to the maximum limit as stated in the Service Schedule (Remote Backup).

1.40 Notwithstanding clause 3.1 below the service will continue in full force and effect unless and until either you or us serves on the other at least one month’s prior written notice of termination expiring no earlier than the end of the next period to be invoiced.

In respect of Hosted Website

1.41 We shall provide the hosting of a website as described in the Service Schedule (Hosted Website).

1.42 Notwithstanding clause 3.1 below the service shall continue in full force and effect unless and until either you or us serves on the other at least one month’s prior written notice of termination expiring no earlier than the end of the next period to be invoiced.

In respect of Hosted User Services

1.43 We shall provide the hosting of user services as described in the Service Schedule (Hosted User Services).

1.44 Notwithstanding clause 3.1 below the service shall continue in full force and effect unless and until either you or us serves on the other at least one month’s prior written notice of termination expiring no earlier than the end of the next period to be invoiced.

In respect of Hosted Systems Administration

1.45 We shall provide general administration of the systems and applications hosted by a third party(ies) as described in the Service Schedule (Hosted Systems).

1.46 Notwithstanding clause 3.1 below the service shall continue in full force and effect unless and until either you or us serves on the other prior written notice of a minimum of three months or the Hosted Systems service has been terminated and you have provided us with a minimum of one month's notice.

1.47 We shall in respect of each Offline User perform one re-install of the software per annum on-site without charge where we consider such an action is required.

General

1.48 We will use reasonable care and skill in the provision of all of our IT Services.

1.49 Any advice given or report issued by us is provided solely for your use and benefit and only in connection with the IT Services.

1.50 We shall be entitled to charge you for any services provided to you which do not or are subsequently found out not to be included in a Service Agreement on a time and materials basis at our then current rates.

1.51 Whilst we will meet the service response times in accordance with the Support Service Level, these times are estimates only and are not be of the essence of the Service Agreement.

1.52 Where we reasonably consider you are using an excessive amount of the IT Services we shall have the right to suspend performance of all or some of the IT Services under a Service Agreement. Alternatively, we may agree in our reasonable opinion to increase our charges which in such an event shall be the subject of a separate agreement.

1.53 Our performance of our IT Service is dependent on you providing us with such information and assistance that we may reasonably require from time to time. You will use reasonable care and skill to ensure that all such information and assistance is provided on a timely basis and is accurate and complete.

1.54 For the avoidance of doubt, we will not be required to provide certain specialist IT services, including but not limited to cleaning your Network Components or laying or fixing cabling.

2 Service Operating Hours

2.1 We will only be responsible to provide our services under a Service Agreement during Business Days Monday to Friday between 9.00 a.m. to 5.30 p.m., and Saturday between 9.00 a.m. and 12.30 p.m. (Service Operating Hours).

2.2 We will use our reasonable endeavours to provide our services outside of the Service Operating Hours specified in clause 2.1 above, but you will be responsible for paying for our costs and expenses at our then current rates together with a premium of 50% of such rates.

2.3 The time taken for us to respond to a telephone call reporting a Support Call or a System Fault shall only be measured during the Service Operating Hours.

3 Term

3.1 A Service Agreement will commence on the date of the Service Schedule and shall, subject to these Terms and Conditions, continue in full force and effect unless and until either you or us serves on the other at least three months’ prior written notice of termination expiring on the date of the first anniversary of the Service Agreement or any subsequent anniversary thereafter

3.2 If you terminate a Service Agreement otherwise than in accordance with clause 3.1 above or clause 2.4 of section 3 of these Terms and Conditions (or we terminate by reason of your act or omission) then we are entitled to be fairly compensated by your paying to us an amount equal to all charges that you would have paid to us during the date of termination and the next date when the Service Agreement can be terminated in accordance with these terms.

4 Your Responsibilities

4.1 You will keep the Network Components in good condition in safe and secure premises and in a proper operating environment as recommended by the manufacturers.

4.2 You will appoint a local administrator (Local Administrator) of the Network Components who shall have the authority to bind you on all matters relating to a Service Agreement. The Local Administrator shall also act as a liaison between us and shall be responsible for acting on all requests for information and guidance given by us under a Service Agreement.

4.3 You will ensure that the Network Components is used in a proper manner by competent trained users or by persons under their supervision and in accordance with our, and where applicable the manufacturer’s, instructions, the appropriate user and operator manuals and any instructions we may give from time to time.

4.4 You will ensure that experienced and competent staff are available to provide us with such assistance and information that may reasonably be required for us to diagnose and/or repair any Support call and/or System Fault.

4.5 You will be fully responsible for keeping full and up-to-date back-up copies of all of your data and software applications, including without limitation, details of software licences and activation keys and of checking their integrity.

4.6 You will be fully responsible for ensuring proper security and safety measures are adopted over all aspects of the Network Components, including, with limitation, the safe keeping of passwords and activation key records and using comprehensive virus, firewall and other security measures in accordance with best computing practise.

4.7 You will be responsible for ensuring the Network Components is kept up-to-date in accordance with good industry practise as we may not be able to continue to support parts of the Network Components no longer supported by manufacturers or otherwise where data becomes obsolete or redundant.

4.8 You shall notify us of a Support Call and/or a System Fault as soon as reasonably practicable after you become aware of it and provide us with documentary evidence as appropriate of each Support Call and/or a System Fault.

4.9 When reporting a Support Call and/or a System Fault to us you must provide sufficient details of the nature, and where practicable, extent of the problem.

4.10 In order for us to provide the IT Services, you shall at all times during the term of a Service Agreement provide us such access to the Site(s) and the Network Components as we may reasonably require and, in order for us to provide a remote access service, an active internet connection to the Network Components. Where we attend the Site(s) you shall ensure there is available and present at all times a member of your staff.

4.11 You shall maintain adequate records of your use and maintenance of the Network Components and provide us copies as may be necessary in order for us to carry out the IT Services.

4.12 You must consult with us prior to installing any application, system or changing any part or parts of the Network Components. However, to the extent that it is not practicable to give us such prior notice then you must without delay advise us in writing as soon as reasonably practicable.

4.13 You will be responsible for the costs of all telephone and internet access charges and, where we advise, any updates or new versions of Third Party Software and all costs associated thereof.

4.14 You will inform us of any Health & Safety requirements to be adhered to by our employees, officers, agents or subcontractors if they are required to attend the Site(s).

4.15 You shall notify us in writing if you intend to move any components of the Network Components. We reserve the right to inspect the Network Components after it has been moved to identify any faults which have occurred in respect of such move. If a Support Call and/or a System Fault arises as a result of your moving the Network Components we reserve the right to charge an additional charge to remedy such Support Call and/or a System Fault.

5 Service Exclusions

Our IT Services do not include:

5.1 any work identified by us as end user maintenance.

5.2 any work required in respect of:

5.2.1 the operation of the Computer System which is not in accordance with the manufacturers or our written instructions.

5.2.2 the use of unsuitable materials on or in the Network Components.

5.2.3 work carried out during the term of a Service Agreement by a third party on the Network Components or by a third party application or system not installed by us.

5.2.4 electrical work external to the Network Components or maintenance of accessories, attachments, machines or other devices not forming part of the Network Components and not identified in the Service Schedule.

5.2.5 the relocation of any part of the Network Components by an unqualified personnel in relation to the relocation.

5.2.6 any work arising as a result of your breach of any of your obligations under a Service Agreement.

5.2.7 any work arising from any wilful act or any error or omission or other incident in the use and operation of the Network Components with the exception of fair wear and tear and which is not due to any neglect or default on our part.

5.2.8 any other hardware or software failure or defect not covered by a Service Agreement.

5.3 Work required:

5.3.1 outside of our Service Operating Hours.

5.3.2 where, in our reasonable opinion, any part of the Network Components is identified as “past its useful life” (for example where such part is no longer replaceable or reasonably repairable). Furthermore, in these circumstances we shall be entitled to cease providing such part of the IT Services in relation to such part.

5.3.3 at any location other than the locations of stores as notified to us by you from time to time.

5.3.4 on any computer hardware or software which is not specified or included in the Service Schedule as being part of the Network Components or any part or parts of the Network Components which are changed in anyway otherwise than in accordance with a Service Agreement.

5.3.5 on any part or parts of the Network Components which, in our reasonable opinion, was prior to the date of a Service Agreement operating in an unsuitable or unstable manner.

5.4 providing services on any consumable items as defined by the manufacturer of any part or parts of the Network Components (including without limitation any batteries, toner cartridges, ink, paper or magnetic media).

5.5 failure of a notebook LCD or other display.

5.6 failure due to a manufacturer or design defect over which we have no control.

5.7 refurbishment or repair of casing for other outer services.

5.8 supported Third Party software applications if you do not hold a current licence for their use.

5.9 providing any software or hardware or any training or consultancy which is not specifically stated in the Service Schedule.

Section 3 – General Terms and Conditions

These terms and conditions shall always apply in respect of every Sale Agreement and every Service Agreement.

1 General

1.1 Unless stated otherwise, references to a clause is to a clause in the respective section of these Terms and Conditions.

1.2 Unless the context requires otherwise, the singular includes the plural and vice versa.

1.3 Clause headings are inserted for convenience and are to be ignored for the purposes of construction.

1.4 A reference to a law is a reference to a law as it is in force for the time being taking into account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force.

1.5 These Terms and Conditions may only be amended or varied with our written approval of one of our duly authorised officers.

1.6 Words and expressions of a technical nature are to be construed (unless the context otherwise requires) in accordance with general computer industry use in the United Kingdom.

1.7 You confirm and undertake that you have all necessary power, authorisation, consent and approval to validly enter into a Sale Agreement or Service Agreement with us.

1.8 For the avoidance of doubt you shall have the sole responsibility for the safe keeping and custody of the originals and where permitted any copies of all your software media, software licenses and activation keys. The licensing of all software is your responsibility.

1.9 You shall have the sole responsibility for ensuring your information and data is backed up and such backups are stored securely

2 Variation

2.1 For operational and other reasons, we may at any time vary the technical specification and form of Applications and/or IT Services without seeking your consent provided that such variation does not detract from or impair to a material degree the overall operation or performance of Applications and/or IT Services or will or may result in you incurring additional costs or expenses. We shall give notice to you of any such variation as soon as practicable. The expense of any such variation shall be borne by us.

2.2 Any other variation to the terms of this Agreement (including a change to Applications or the IT Services other than as outlined in Clause 2.1) shall be agreed in writing between us. Any request for a change to Applications or the IT Services by you under this Clause 2 shall be made in writing.

3 Price

3.1 All quotations are valid for 30 days (unless a lesser time is stated on the quotation) from the issue date and are, unless otherwise stated, exclusive of VAT delivery, packing, packaging, carriage, insurance and other charges. We may withdraw a quotation at any time by notice to you.

3.2 You agree to pay the charges as calculated on the Service Schedule(s) in respect of the IT Service(s) we provide to you (the IT Service Charges).

3.3 We reserve the right to revise the IT Service Charges at any time in the event of any changes whatsoever in the Network Components or the Site(s). Any changes to the Network Components will not be covered under a Service Agreement unless and until we have agreed the amendments to the Service Schedule.

3.4 You agree that the Service Schedule may need to be amended on a regular basis to take into account of changes to the Network Components and/or IT Services. Although we will agree to amend the IT Service Charges where there are changes to the Network Components and/or the IT Services the IT Service Charges cannot be reduced over any anniversary of a Service Agreement by more than 15%. Otherwise, the IT Service Charges will either be increased or decreased depending on whether the Network Components and/or IT Services has additions or subtractions to it respectively pro rata to the invoice relevant to the current quarter and all quarters thereafter.

3.5 We reserve the right to increase the IT Service Charges by giving 30 days prior written notice at any time after the first anniversary of the commencement of any Service Agreement and following each subsequent anniversary thereafter. If the rate of increase compared on a “like for like” basis is more than the increase in the Retail Price Index over the preceding twelve months or 5%, whichever is the greater, then you may terminate the Service Agreement effective on the date that our new charges are to apply.

4 Payment

4.1 In respect of our supply of the IT Services, unless otherwise provided in a Service Schedule, you agree to pay the IT Service Charges in full in quarterly instalments payable in advance of the start of each quarter. However, the first instalment shall become due and payable on the commencement date of a Service Agreement adjusted pro rata to the amount of days to the end of the first quarter of that Service Agreement.

4.2 We reserve the right to invoice you two months prior to the start of each quarter. The IT Service Charges are payable fourteen days (including Saturdays, Sundays and Bank Holidays) prior to the start of the quarter to which the invoice relates.

4.3 If the IT Service Charges are not paid by direct debit mandate or standing order, then we reserve the right to charge an additional processing and administration charge of 2% on top of the IT Service Charges.

4.4 In respect of sale of IT Projects:

4.4.1 payment shall become payable, unless special terms are otherwise agreed in writing between us, at the time of order of the IT Projects which may be prior to delivery of the IT Projects.

4.4.2 invoices shall be issued as soon as reasonably practicable and this may be after payment is required to be made to us.

4.5 In respect of any expenses incurred by us including, for example, the cost of hotel, subsidence, travelling and any other ancillary expenses reasonably incurred by us in connection with the performance of a Sale Agreement or Service Agreement or otherwise at your direction, and the cost of any materials or services reasonably and properly provided by third parties required by you, unless otherwise agreed, we will require payment in advance.

4.6 All payments due to us from you under any Sale Agreement or Service Agreement shall be paid to us without deduction, setoff, counterclaim or any other withholding.

4.7 Time for all payments due to us from you shall be of the essence.

4.8 If you fail to pay us on the due date any amount due to us the whole of the balance of any amount then owing to us shall become immediately due and payable and without prejudice to any other right or remedy available to us we may:

4.8.1 charge interest on such sum due to us for payment at the rate of 3% over Barclays Bank base rate accruing on a daily basis and being compounded quarterly until payment is made (before as well as after judgment); and

4.8.2 suspend further performance of all IT Services and/or suspend further deliveries of IT Projects (irrespective of which Sale Agreement they are ordered under) until payment together with any interest is made in full; and

4.8.3 terminate any and all Service Agreements and Sale Agreements.

4.9 We may without prejudice to any other rights we may have, set off any liability you have to us against any liability we may have to you.

4.10 Without prejudice to any right or claim for interest or any other right under these Terms and Conditions all sums due to us shall become immediately due to us on termination of a Service Agreement or Sale Agreement.

5 Liability

5.1 Our liability to you under any Service Agreement or Sale Agreement shall not be limited for:

5.1.1 fraud, fraudulent misrepresentation or dishonesty;

5.1.2 death or personal injury caused by our negligence; and

5.1.3 any other liability which cannot be excluded by law.

5.2 Subject to clause 5.1 our total liability to you arising out of a failure to provide any goods or services to you or any delay in providing any goods or services to you or in connection with our provision of any goods or services whether in contract, tort or howsoever arising, shall be limited in accordance with this clause 5 (Direct Loss). For the avoidance of doubt, even if you bring a matter to our attention Direct Loss shall not include any indirect or consequential loss or damage which means without limitation any:

5.2.1 loss of profits;

5.2.2 loss of business;

5.2.3 depletion of goodwill or similar losses;

5.2.4 loss of anticipated savings;

5.2.5 loss of goods;

5.2.6 loss of contract;

5.2.7 loss of use;

5.2.8 loss of corruption of data or information; or

5.2.9 any other special indirect consequential or pure economic loss, costs, damages, charges or expenses.

5.3 Subject to clause 5.1 and 5.2 our total liability to you for Direct Loss shall be limited to:

5.3.1 where the liability arises in respect of a Service Agreement to the total amount of IT Service Charges payable to us pursuant to the Service Agreement in the 12 month period preceding the event of default. Furthermore you agree to take out comprehensive insurance with insurers of repute in respect of such risks that we are not liable for;

5.3.2 where the liability arises in respect of a Sale Agreement to the price paid for the relevant IT Projects.

5.4 No claim regardless of its cause of action arising out of any Service Agreement or Sale Agreement may be brought by you against us more than one (1) year after the cause of action has arisen or, if later, more than one (1) year after you ought reasonably to have been aware that a cause of action had arisen.

5.5 You agree that in respect to the sale of IT Projects that it is your responsibility to ensure that the IT Projects will be suitable for your requirements.

5.6 You agree to indemnify us to the fullest extent possible from and against all liability whatsoever or howsoever arising (even if we have been negligent) brought or threatened against us by a third party arising out of or in connection with your breach of any of the terms of any Sale Agreement or Service Agreement.

5.7 You acknowledge that we only contract with persons dealing as businesses. If, however, it is deemed that you are dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) your statutory rights are not affected.

5.8 We will also have no liability to you howsoever or whatsoever arising in connection with:

5.8.1 any loss arising out of any failure by you to keep up-to-date copies of your data and software applications in accordance with best computer industry practise; or

5.8.2 any act or omission of a third party telecommunications provider or a failure of their equipment.

6 Confidentiality and Intellectual Property

6.1 Each party shall at all times use its best endeavours to keep confidential (and to procure that its employees and agents shall keep confidential) any confidential information which it or they may acquire in relation to the business and affairs of the other party in relation to any Sale Agreement or Service Agreement and shall not use or disclose such information except with the consent of that other party or in accordance with the order of a court of competent jurisdiction

6.2 The obligations of each of the parties contained in clause 5.1 shall continue without limit in point of time but shall cease to apply to any information coming into the public domain otherwise than by breach by any such party of its obligations contained in any Sale Agreement or Service Agreement provided that nothing contained in clause 5.1 shall prevent any party from disclosing any such information to the extent required in or in connection with legal proceedings arising out of a Sale Agreement or Service Agreement.

6.3 You agree with us not to cause or permit anything to be done which may damage or endanger our intellectual property or any title to such intellectual property or assist or allow others to do so.

7 Our employees and sub-contractors

7.1 You shall not, without our prior written consent, at any time during any Sale Agreement or Service Agreement, or for a period of six months after termination of any of them, solicit or entice away from us or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of us in connection with a Service Agreement.

7.2 Any consent given by us in accordance with clause 7.1 above shall be subject to you paying to us a fair amount of compensation which shall be an amount equivalent to the total of twelve months’ salary or twelve months’ service charges as the case may be, prevailing at the time of termination.

8 Termination

8.1 Either party may terminate a Service Agreement in accordance with the provisions of clause 3.1 of section 2 to these Terms and Conditions.

8.2 You may only terminate a Sale Agreement in accordance with the provisions of clause 1.4 of section 1 and a Service Agreement in accordance with the provisions of clause 2.4 of section 3 to these Terms and Conditions.

8.3 Without prejudice to any other right or remedy available to us, we may terminate any Sale Agreement or Service Agreement (which shall include suspending any further deliveries without liability to you and, in respect of a Sale Agreement where the IT Projects have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary) if:

8.3.1 your ability to accept delivery of IT Projects or IT Services is delayed, hindered or prevented by circumstances beyond your reasonable control; or

8.3.2 an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to you; or

8.3.3 an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

8.3.4 a receiver is appointed over any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager over you, or if any other person takes possession of or sells your assets; or

8.3.5 you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way, or you become bankrupt; or

8.3.6 you cease, or threaten to cease, to trade; or

8.4 Termination of any Sale Agreement or Service Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination. For the avoidance of doubt, in respect of a Service Agreement, this shall include the payment to us of all charges and expenses due to us during the notice period.

9 Data Protection
In order to provide the services mentioned in these terms and conditions, and to perform any contractual obligations we have with you we may collect some of your personal information, such as name, job title, phone number, email and postal address. We may also need to collect the personal information of some of your members of staff such as name, email and phone number. Any personal information provided by you or your personnel in the course of our services will be processed in accordance with the provisions of the General Data Protection Regulation (GDPR) (EU) 2016/679 and Data Protection Act 2018. For more information about your rights and how we handle your information, please read our Privacy Notice.

10 Force Majeure

10.1 If either party is prevented from fulfilling its obligations under any Sale Agreement or Service Agreement by reason of any supervening event beyond their control including but not by way of limitation war, national emergency, flood, earthquake, strike or lockout (other than a strike or lockout induced by the party so incapacitated) the party unable to fulfil its obligations shall immediately give notice of this to the other and shall do everything in its power to resume full performance.

10.2 Subject to clause 10.1 above and the on-going payment obligations hereunder neither party shall be deemed to be in breach of its obligations under any Sale Agreement or Service Agreement if and when the period of such incapacity exceeds 6 months then any Sale Agreement or Service Agreement shall automatically terminate unless the parties first agree otherwise in writing.

11 Waiver

The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of under any Sale Agreement or Service Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of any Sale Agreement or Service Agreement.

12 Severance

If any term or provision in the Sale Agreement or Service Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of such Sale Agreement or Service Agreement and the enforceability of the remainder of the Sale Agreement or Service Agreement shall not be affected.

13 Status of pre-contract statements

Each of the parties to a Sale Agreement or Service Agreement acknowledges and agrees that in entering into a Sale Agreement or Service Agreement that it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to a Sale Agreement or Service Agreement) relating to the subject matter of a Sale Agreement or Service Agreement other than as expressly set out in a Sale Agreement or Service Agreement.

14 Assignment

14.1 You shall not without our prior written consent assign, transfer, charge, sub-contract or otherwise deal in any manner with all or any of your rights or obligation under any Sale Agreement or Service Agreement.

14.2 We may at any time assign, transfer, charge, sub-contract or otherwise deal in any manner with all or any of our rights or obligations under any Sale Agreement or Service Agreement.

15 Third party rights

Any Sale Agreement or Service Agreement is made for the benefit of the parties to them and (where applicable) their successors and permitted assigns, but are not otherwise intended to benefit, or be enforceable by anyone else.

16 No partnership or agency

Nothing in any Sale Agreement or Service Agreement is intended to or shall operate to create a partnership, or to authorise either party to act as agent of the other, and neither party shall have authority to act in the name or on behalf of or otherwise to benefit the other in any way.

17 Dispute resolution

17.1 The parties shall use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to any Sale Agreement or Service Agreement or any breach of this agreement. If the dispute is not resolved, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

17.2 Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than 14 days after the date of the ADR notice.

17.3 No party may commence any court proceedings in relation to any dispute arising out of a Sale Agreement or Service Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

18 Notices

Any notice required or authorised to be given by either party under any Sale Agreement or Service Agreement to the other party shall be in writing and shall be sent by pre-paid registered or recorded delivery post or by electronic mail or facsimile transmission to the other party at the address stated in such agreement or such other address as may be specified by the parties by notice to the other from time to time. Any such notice shall operate and be deemed to have been served at the expiration of 2 Business Days after it is posted or transmitted in the case of delivery by post and on the next Business Day in the case of delivery by electronic mail (if the email has been authenticated by a delivery and read receipt) or facsimile transmission. In proving such service it shall be sufficient to show that the envelope containing the notice was properly addressed and posted or that the transmission was duly despatched and/or acknowledged as the case may be.

19 Governing law and jurisdiction

Each Sale Agreement and Service Agreements shall be governed by and construed in accordance with the law of England and each party agrees to submit to the exclusive jurisdiction of the English courts.

Definitions

Unless the context otherwise requires, the following definitions shall have the following meanings in these Terms and Conditions:

Business Days means a day other than a Saturday, Sunday or a Bank Holiday

Network Components The part or parts of your computer network comprising hardware,

Rescura software, and/or Third Party Software, which we have

agreed to provide our IT Services on as specified or identified in the

Service Schedule.

Local Administrator Your Manager appointed in accordance with Section 2, clause 4.2.

Third Party Software Computer software which has been developed or licensed to you by

a third party, and which we have agreed to provide certain support

over as provided in the Service Schedule.

“Customer” name & address

Signed on behalf of the Customer:

Signature:

Name:

Title:

Date:

Signed on behalf of Rescura:

Signature:

Name:

Title:

Date: