Abbeycomp

Terms & Conditions.

1. DEFINED TERMS

1.1 "The Provider" means Abbeycomp IT Solutions Limited (UK company registration no. 4533260)
1.2 "The Customer" means the party described in this Contract as the Customer to whom the Provider agrees to supply services and/or products on the terms of this contract.
1.3 "The Contract" means these terms and conditions on which the supply of services and/or the sale and purchase of products by the Provider to a Customer is effected.
1.4 "Services" means any services supplied by the Provider to the Customer.
1.5 "Products" means any computer equipment and/or software items to be supplied under this contract by the Provider to the Customer.
1.6 "Third party software" means all software owned by or licensed to the Customer from a third party owner (whether or not supplied by the Company) and which comprises part of the products.
1.7 "Service Hours" means Monday to Friday from [9.00]am to [5.00]pm
1.8 "Response Time" means the number of Service Hours from the notification to the Provider of the Customer's request for maintenance or other services
1.9 "Term Contract" means a contract for a defined period of time

2. SERVICES

2.1 Preventative Maintenance Service
The Provider will provide to the Customer a preventative maintenance service during the service hours for which the Customer will pay the charges (Annual Term Contract) stated on the Provider's quotation. Preventative maintenance will be carried out at the intervals the Provider deems necessary to keep the equipment in good working condition.
Preventative maintenance may be performed concurrently with remedial maintenance.

2.2 Remedial Maintenance Service
2.2.1 in Service Hours
When notified by the Customer that the equipment is inoperative, The Provider will within reasonable time provide to the Customer a remedial maintenance service during the service hours for which the Customer will pay the charges (Normal hours) rate stated on the Provider's quotation. The Provider will use its best endeavours to respond to the call for remedial service within the response time but shall not be liable for any delay if caused by circumstances beyond its control.

2.2.2 Outside Service Hours
The Provider will provide remedial maintenance outside the service hours only if requested to do so by the Customer, for which the Customer will pay the charges (Abnormal Hours) rate stated on the Provider's quotation. For any service started not less than one hour before the Service Hours, the first hour of service which continues after the end of the Service Hours shall be charged at the Charges (Normal Hours) rate and the subsequent Hours at the Charges (Abnormal Hours) rate.

2.3 Support services and products supply
The Provider may offer other services to the Customer including installation, support services and parts and products supply. Such services will be provided on these terms and conditions in addition to any specific terms agreed upon in writing between the Provider and the Customer.

3. REPLACEMENT PARTS

3.1 The Provider will on these and any further specific written terms supply to the Customer all
replacement parts, products and authorized modifications which the Provider deems necessary for maintaining the Customer's equipment in good operating condition provided that no unauthorized modifications have been effected on the Customer's equipment. All replacement products and parts will be supplied at cost and the Provider may levy a reasonable additional charge for labour and other expenses. All replacement parts and products will be supplied on an exchange basis and will be new equivalent standard parts and products of equal quality. All parts and products removed for replacement become the property of the Provider and the customer warrants that such parts and products are free from third party rights and encumbrances.

3.2 In the event that the Provider considers it necessary to remove for repair equipment from the Customer's premises the Provider shall use its best endeavours to provide on loan to the Customer replacement equipment in working order. The Provider shall at all times retain title and property to any equipment provided on loan to the Customer.

4. OLD EQUIPMENT

The Provider reserves the right to refuse the supply of services and/or products to the Customer for any of the Customer's equipment and/or products where such equipment and/or products are more than [4] years' old (from date of its purchase by its first owner).

5. DELIVERY

5.1 The Provider shall not be liable for any damages for delay in delivery of products and/or parts howsoever caused.
5.2 Risk shall pass to the Customer when the products and/or parts are tendered for delivery to the Customer. The Provider shall not be liable for any loss or damage caused by the carrier.
5.3 Title in the products and/or parts shall not pass to the Customer until the Provider has received payment in full of the price of the products and/or parts and all other sums due to the Provider from the Customer on any account. Until title passes the Customer shall:
5.3.1 Properly store and protect;
5.3.2 Clearly identify as the Provider's property and keep separate from other property
5.3.3 Hand over to the Provider on demand the products and/or parts. The Provider shall be entitled to enter the Customer's or third parties' premises to repossess the products and/or parts.

6. CANCELLATION

The Customer may not cancel the Contract or reschedule the supply of services and/or products and parts without prior written consent from the Provider. The Customer agrees to reimburse the Provider for any losses suffered in connection with cancellation or rescheduling.

7. PRICE

7.1 The rate and/or price for the services and products supplied by the Provider will be set out in the Provider's quotation document.
7.2 In the event of rate or price changes in connection with circumstances outside the Provider's control, exchange rate changes, or error, the Provider may change the rate and/or price of the service or product and such change will be binding on the Customer with immediate effect.
7.3 All prices are exclusive of (a) Value Added Tax and /or similar charges; (b) transport and delivery costs, insurance and the Provider's handling charges, where applicable. All such taxes, costs and charges shall be paid by the Customer.

8. PAYMENT

8.1 Unless otherwise specifically agreed, payment for the services and/or products must be received in full by the Provider upon the Customer's order, on delivery, on installation completion or as otherwise specified by the Provider. Where services and/or products are supplied on credit, payment must be received by the Provider no later than thirty [30] days from the date of the Provider's invoice.
8.2 The time of payment shall be of the essence of the Contract. Where the Provider fails to receive payment in full by the due date, the Provider shall have sufficient cause to suspend any supply of services and/or products, terminate the Contract and/or levy interest for late payment. Interest will be charged on a daily basis at the current statutory rate from the invoice date until payment.
8.3 Where the Customer effects payment by credit or debit card the Customer agrees to pay the card company charges and all handling charges incurred by the Provider for the transaction.
8.4 Where the Provider supplies services and/or products in instalments, each instalment shall be treated as a separate delivery and invoices will be raised for payment on delivery of each instalment.

8.5 Payment Charge (Annual)
Where annual contract charges apply, the Customer shall pay the charge (Annual Term Contract) rate by equal monthly instalments the first to be paid on signing of the Term Contract and subsequent payments to be made on the corresponding day of each following month.
8.6 Payment of other charges
The Customer shall pay all other charges not later than [30] days after the Provider's invoice in respect of them.

9. BACK-UP

The Customer shall be responsible for keeping adequate back-up copies of all data and programs held or used by the Customer. The Provider shall not be responsible for any loss or retrieval of data. Additional labour incurred in attempting to recover files at the Customer's request will be charged at the Provider's Charges (Abnormal Hours).

10. COPY PROGRAMS

The Customer shall obtain, keep and make available to the Provider machine readable copies of all programmes, data files and operating systems relating to the Equipment. The Provider shall not be liable for the customer's inability to use its machine readably data.

11. EXCLUSION FROM SERVICE

11.1 The Provider's obligation to provide maintenance and/or other services is
conditional upon the Customer's proper use and care of all Equipment and compliance with any terms and conditions attaching to third party software and licences. The Provider shall not be obliged to furnish maintenance and/or other services if:
11.1.1 any Equipment has been subjected to unusual physical or electrical stress;
11.1.2 adjustment, repair or parts replacement is required because of accidents, neglect, misuse, improper programming, failure of electrical power, air conditioning, humidity control, transportation or causes other than normal use;
11.1.3 the Equipment is maintained or repaired or if attempts to repair or service the Equipment are made by other than the Provider's personnel without the prior approval of the Provider (such approval not to be unreasonably withheld);
11.1.4 the Equipment is either removed from its initial installation location or is reinstalled without the approval of the Provider; or
11.1.5 the Equipment is more than [4] years old
11.1.6 the Equipment or any (essential) part thereof, in the Provider's reasonable opinion, has reached the end of its useful life.
11.1.7 The Customer has added or substituted equipment without the Provider's consent.

If maintenance and/or other service(s) is/are required as a result of the causes stated above and the Provider agrees to effect such service(s), such service(s) will be made at the Provider's then prevailing non-contract service rates.

11.2 Maintenance service shall not include:
11.2.1 installation or maintenance of software;
11.2.2 operating supplies or accessories including media such as tapes and disc packs, paint or refinishing the Equipment, or furnishing materials for this purpose; and
11.2.3 electrical work external to the Equipment or maintenance or alterations, attachments or other devices not specifically noted as part of this agreement.
11.2.4 Virus removal, Data recovery or Operator Training.

12. VAT

All charges are exclusive of VAT which shall be paid in addition to such charges.

13. INCREASING CHARGES

The Provider may increase the service charges set out in the Term Contract by giving [30] days' prior written notice to take effect from the next due invoice. For Term Contracts in excess of one [1] year:

13.1 no such change shall be made within the initial 12 months of the Term Contract; unless new equipment is added in accordance with the terms of the Term Contract.
13.2 The Customer may terminate the Term Contract by giving [60] days' notice in writing following the Provider's written notice of intent to increase charges.

14. ACCESS TO CUSTOMER'S EQUIPMENT

The Customer shall provide, at no charge to the Provider:

14.1 full and free access to the Customer's Equipment, and
14.2 working space and adequate facilities including electrical outlets within a reasonable distance from the Customer's Equipment.

15. CONFIDENTIALITY

15.1 All information acquired by the Provider relating to the business of the Customer and its customers shall be treated by the Provider as confidential (after as well as during Contract) and the Provider shall not make any use or disclosure of it. The Provider shall take all reasonable steps to protect the confidentiality of such information. The Provider shall keep confidential all information acquired by the Provider in connection with the business of the Customer and shall not make any use or disclosure of it.

15.2 The Customer shall keep confidential all information acquired by the Customer relating to the business of the Provider and shall not make any use or disclosure of it. The Customer shall take all reasonable steps to protect the confidentiality of such information.

16. SUSPENSION OF PERFORMANCE

Failure of the Provider to receive payment in full from the Customer within the due date shall constitute sufficient cause for the Provider to suspend or terminate service under the Contract.

17. TERMINATION

17.1 By notice
Subject to clause 7.3.2 either party may terminate a Term Contract by not less than [1] month's notice in writing to the other expiring not earlier than the end of the Term and thereafter either party may terminate the Contract for further terms by giving the other one month's notice.

17.2 For cause
The Contract may be terminated with immediate effect and without prior notice:
17.2.1 if either party fails to perform its obligations under the Contract and fails to remedy such failure within [21] days after written notice requiring it to be remedied.
17.2.2 by the Provider if the Customer fails to pay any sums due the Provider as stated in Clause 4.2 or if the Customer becomes bankrupt, insolvent or subject to any form of insolvency application and/or procedure or otherwise makes any assignment of its business for the benefit of creditors;

17.3 The Provider reserves the right to claim a lien on any of the Customer's property in the Provider's possession if the Customer is in debt to the Provider.

The confidentiality obligations under Clause 16 shall survive the termination of the Contract.

18. FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure in the performance of any of its obligations under the Contract caused by factors outside its control, including any acts of God, fire, terrorism, explosion, accident, industrial dispute or any cause beyond its reasonable control.

19. LIMITATION OF LIABILITY

19.1 The Provider disclaims all liability to the Customer in connection with the Provider's performance under the Contract, for any special, indirect or consequential loss including but not limited to loss of profits, loss of revenue, loss or damage to data, additional expenses or cost of time incurred or liabilities by the Customer to third parties relating to services or products supplied by the Provider .
19.2 The Provider's entire liability in connection with the Contract shall be limited to the VAT exclusive price of the relevant service or product in connection with which any claim for damage or loss is made.

20. INDEMNITY BY THE CUSTOMER

The Customer shall indemnify and defend the Provider in respect of any claims by third parties which are occasioned by or arising from the Provider's performance or non-performance pursuant to the instruction of the Customer.

21. THIRD PARTIES

No person other than the Provider and Customer shall acquire any enforceable right under or in connection with the Contract.

22. NOTICES

Any notices required or allowed under the Contract shall be deemed properly given if mailed, postage paid, by recorded delivery, to the Customer at the invoice address on the first page of this Contract.

23. JURISDICTION

This Contract shall be governed by English law and the parties consent to the non-exclusive jurisdiction of the English courts in all matters regarding it.

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