Terms and Conditions
The service will contain the following components and/or services:
- FOUR will endeavor to solve technical problems via phone support before instigating a call-ou.
- Phone support can be used to solve problems via a VPN
connection, or by guiding The Customers personnel.
- Inclusive phone support is unlimited
FOUR will arrange a mutually suitable time for the visit.
Additional site visits requested will be charged at the agreed rate of £119.00 per hour.
Services performed during on-site visits dependant on network and software-
- Update of Virus system (3rd Party license extra at cost)
- Check server Log File for errors and take appropriate action
- Minor correction where required, of software configuration problems which interfere with correct operation of servers; as discovered through routine monitoring or through problem reports
- Other corrective action as deemed necessary by us, to maintain a robust environment.
- Reporting of any faults that will require appropriate action but are not covered in the maintenance service.
- Quarterly Test of Uninterruptible Power Supply (UPS) function if fitted via software. Minor workstation problems once routine maintenance has been performed and time permitting.
Daily backup checks
Dependent on The Customers system and software
Daily antivirus checks
Dependent on The Customers system and software
The Customers Responsibilities
- Customers of the Service, as part of this agreement in which the services they will receive are detailed, also have some responsibilities:
- Report desktop computer problems, using the problem reporting procedures detailed in this agreement, including a clear and accurate description of the problem
- The Customer will make all reasonable effort to Avoid the introduction of Virus's into the system or files
- Provide input on the quality and timeliness of service
- Recognize when software testing or non-standard software installation on their PC is causing problems that interfere with standard business functions and impede support.
- Accept installation of FOUR software in standard directories.
Problem Response Times
On calling the help desk the problem will be placed into one of the following categories.
- Level 3 Minor user problems affecting a single user
- Level 2 Problems causing major disruption to a single user
Level 1 Server fault affecting a large number of users causing major disruption to the client's operation. If this problem cannot be resolved over the phone FOUR will endeavor to respond within the following times:
- Level 3 - 5 working days
- Level 2 - 2 working days
- Level 1 - 2 working hours
The response does not indicate the time to resolution.
- FOUR will aim to give an approximate indication of the problem and the duration after an initial assessment but only where the problem can be clearly identified.
- The effectiveness of the maintenance service or any technical support given under this agreement will depend on The Customer making daily backups of the data, having a good back-up system and a standard platform. (See appendix for details)
Hours of Service
FOUR shall provide Services to the Customer under this agreement between the hours of 9.00 am until 6:00 pm on business days.
FOUR may provide Services to the Customer outside such office hours at its discretion, but shall be under no obligation to do so.
Services include, but are not limited to:
- Unlimited, telephone, and remote online support.
- Install patches, fixes, and updates to the operating system and/or servers; install additional software packages to the operating system or server; install patches, fixes, and updates to additional software packages.
- Maintain adequate protection and safeguard Customer against virus, Trojan, spyware (the “Protections”) or any other unauthorized intrusion Customer may specify.
- Develop policies and procedures for updating protections.
- Evaluate and make recommendations to Customer regarding Network Security, Protections, or any other concerns FOUR may have in order to safeguard Customer’s Network, Workstations, Computers, or other related systems.
- Provide consultation and installation Services for any new projects or tasks that Customer requests of FOUR.
- Provide disaster recovery from backup
- Offer general advice and guidance to Customers’ employees or end-users, and make recommendations to Customers concerning their systems and software.
- Liaise with hardware engineers and customer support, or other services or entities related to the maintenance and upkeep of Customer’ systems and software.
(1) Limitation of Services.
FOUR shall not be responsible for the following:
- Liaising with billing and/or accounting on matters related to payment for software, licenses, Services, or other items unless directly provided by or acquired for Customer by FOUR.
- Fixing errors and omissions contained in any third-party resource outside of the direct control of FOUR, unless otherwise specified.
FOUR agrees to perform the Services pursuant to the specifications set forth in Schedule B attached hereto (the “Specifications”).
(3) Term of Service.
- The Agreement will last for the initial period of one calendar year from commencement, and shall be automatically renewed on each anniversary of commencement on continued payment of Maintenance Fees in accordance with this Agreement and shall remain in force until expiry or earlier termination by either party in writing to the other by not less than 3 months notice or otherwise in accordance with this Agreement.
- The Customer will be able to terminate this Agreement within the first 60 days from commencement if there are reasonable grounds and a written complaint has been sent to the FOUR account manager. Appropriate time, as determined by the FOUR must be given to resolve any complaints before the FOUR shall accept termination.
- Either party may terminate the contract if a receiver or administrative receiver is appointed over the other party.
- If either party is in material breach of this Agreement the other party has the right to terminate this Agreement immediately, provided that written notice of the breach has been given to the party in breach and the breach has not been remedied within a period of 28 days from such notice.
Upon termination of this Agreement, FOUR shall transfer and make available to Customer all property and materials in FOUR possession or subject to FOUR’s control that is the rightful property of Customer. FOUR shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property, contracts, Agreements, supplies, and other third-party interests, including those not then utilized, and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter, FOUR shall immediately notify the Customer of the details of the loss or destruction in writing and provide the necessary information for a loss statement or other documentation to the Customer.
(4) Ownership Rights.
FOUR shall have ownership of all FOUR materials. "FOUR’ Material” consists of all copyrightable:
- Materials that do not constitute Services or Work Product (as defined in Section 1, Scope of Services, and in Schedule B, Specifications)
- Materials that are solely owned by FOUR (“Pre-existing works”) or licensed to FOUR.
- Materials that are incorporated into the Work Product or a part of the Services.
FOUR shall hold all rights, title, and interest in and to FOUR’ Material. The customer shall not do anything that may infringe upon or in any way undermine FOUR’ rights, title, and interest in FOUR’ Material, as described in this paragraph 4. Notwithstanding the above, FOUR hereby grant Customer an unrestricted, nonexclusive, perpetual, fully paid-up worldwide license for the use or for the sublicense of the use of any FOUR’ Material employed under this Agreement.
For all of FOUR’ Services under this Agreement, the Customer shall compensate FOUR by BACS or Direct Debit, pursuant to the terms of Schedule A. In the event, Customer fails to make any
of the payments referenced in Schedule A by the deadline set forth in Schedule A, FOUR have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement (breach), (2) immediately stop all Services, (3) bring legal action.
(6) Mutual Confidentiality.
Customer and FOUR acknowledge and agree that the Specifications and all other documents and information related to the performance, production, creation or any expression of the Services
or Work Product are the property of Customer. Materials shared between FOUR and Customer (the “Confidential Information”) including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, analyses, and other furnished property shall be the exclusive property of the respective owner (the "Owning Party") and will constitute valuable trade secrets. Both parties shall keep the Confidential
Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public or had been previously made available by the Owning Party in a public venue.
(7) Limited Warranty and Limitation on Damages.
FOUR warrants the Services or Work Product(s) will conform to the Specifications. If the Services or Work Product do not conform to the
Specifications, FOUR shall be responsible for correcting the Services or Work Product without unreasonable delay, at FOUR's sole expense and without charge to Customer, to bring the Services or Work Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty, express or implied. The customer acknowledges that FOUR is not responsible for the results obtained by the Customer when using any Services or Work Products produced by FOUR. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to FOUR as set forth in Schedule A attached hereto. No action, regardless of form, arising out of the Services rendered or Work Product, under the Agreement, may be brought by either party more than one year after the cause of action has occurred. In no event shall FOUR be held liable for consequential damages.
(8) Independent Contractor Behavior.
FOUR agrees to adhere to all of the Customer’s policies and procedures concerning code and conduct while on the Customer’s premises. Customer agrees to make available to FOUR prior to the commencement of this Agreement all manuals, codes, rules, and regulations that Customer requires Customer’s staff or employees to read and/or sign.
FOUR may need to install certain software on the Customer’s system to allow remote access and administration. FOUR is responsible for informing the Customer if there are licensing issues
involved in this. The customer is entirely responsible for all its licensing requirements on all existing software and on that the Consultant has been requested to install in the course of its duties. If in the course of its
duties FOUR ascertains that certain pieces of software are operating without the correct licenses then the Customer warrants that it will take all necessary steps to rectify the situation.
Customer agrees to make available to FOUR, for FOUR’ use in performing the Services required by this Agreement, such items of hardware and software as Customer and FOUR may agree are reasonably necessary for such purpose.
FOUR will not be reimbursed for any expenses incurred in connection with the Services or Work Product, whether direct or indirect, without the express written approval of the Customer.
- Entire Agreement.
This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the
parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
- Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Customer and FOUR and their respective successors and assigns, provided that FOUR may not assign any of their
obligations under this Agreement without the Customer’s prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
- Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
- No Right to Assign.
FOUR has no right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval of Customer, which consent can be withheld for any
reason. Customer may freely assign Customer’s rights and obligations under this Agreement.
In the event, Customer fails to make any of the payments set forth on Schedule A within the time prescribed in Schedule A, FOUR has the right to withhold Services, remove Work Product from Consultant-owned resources, or seek legal remedy until payment is made in full, plus accrued late charges of 4% above bank rate and payable on demand. Extra charges will be incurred on continual delays of payment.
Customer warrants that everything Customer gives FOUR in the execution or performance of Services or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold FOUR harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product, including, but without limitation, any and all demands, liabilities, losses, costs, and claims
including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, or copyright infringement.
- Use of Descriptions of Services or Work Product for Promotional Purposes.
Customer grants FOUR the right to use descriptive text, testimonials, performance metrics, and other images, photos, and/or graphics that demonstrate the Services or Work Product for
promotional purposes, and/or to cross-link such items with other promotional resources developed by FOUR.
- No Responsibility for Theft.
FOUR has no responsibility for any third-party taking all or any part of the Services or Work Product, results of Services or Work Performed, or the improper use of any Services or Work Product produced by FOUR by any third party.
- Right to Make Derivative Works.
FOUR has the exclusive rights in making any derivative works of any Services, Methodology, or Work Product.
- Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
- No responsibility for loss.
FOUR is not responsible for any downtime, lost files, equipment failures, acts of nature, or any damage resultant from activities considered beyond the control of FOUR, such as
war, riots, natural disasters, vandalism, and other events