Terms and Conditions

Definitions

“Customer” means the individual, company, business or organisation entering into this agreement.

“Company” means 1 Office Equipment Ltd. trading as 1 Office, Mayo Avenue Dundee DD2 1XD.

“Response” means the time agreed to respond to a support request, commencing from when request is recorded with the Company.

“Inclusive Hours” means the number of contracted support hours per month.

“Maintenance Days” means the number of days per year that onsite maintenance will be provided.

“Hardware” means any physical device which is part of or connected to the full network environment.

“Update” means the applying of Windows Operating System and Antivirus software updates.

“Configuration” means to endeavour to restore the basic operating system software and where available Customer data, applications and settings.

“Operating system” means the software which controls the operation of the servers, work stations (PCs) and associates connected devices.

“Support Methods” means the varying methods of support dependant on Support Level selected and defined as follows:

“Monitoring” means to monitor the end user operations and scheduled tasks are being carried out.

“Diagnostic” means to endeavour to identify the nature of a reported issue.

“Remedial” means to endeavour to rectify a reported issue in conjunction with clauses 6, 7 and 9.

1. Commencement
2. a) This agreement commences from the date on which the company signs the agreement shown overleaf and shall be automatically extended by another 12 months at the end of the primary period and every anniversary thereof, if none of the parties are exercising their rights to terminate the agreement.
3. b) Primary 36 months period.

2. Modules

Provides the following enhanced functionality support:

Remote Support – Remote or onsite support requirement determined by 1 Office Support Engineers.

Onsite Support – Cover provided for Silver and Platinum Packages only for sites listed in this agreement under ‘Your System’.

24 / 7 Monitoring – By signing this agreement you are granting permission for 1 Office to monitor your IT Systems and Devices pushing out their tool on your hardware and network so they can fulfil their duties.

User Support – Limited to 1 device per user

Laptop / Desktop Support – Limited to 1 device per users. Additional devices wishing to be covered will be charged as an additional users.

Remote Management Tool – By signing this agreement you are granting permission for 1 Office to push out their remote management tool on your hardware so they can fulfil their duties.

License management- The Company will inform the Customer of license renewal dates and renewal charges, as well as of the need for additional or upgraded licenses for all software supplied by the Company.

Maintenance days-Onsite preventative maintenance during which Windows Server operating system updates will be carried out, disk space and capacity checks, backup updates, active directory housekeeping. A general system and network health check will be carried out and provision of proactive service.

Managed backup-At the specified intervals either by remote or onsite the monitoring of the scheduled end user back up process to ensure compliance.

Managed anti-virus – Run all anti-virus updates to ensure you are better protected.

Firewall maintenance & management – create redundant firewall system so that in the event of primary system failure, security would not be compromised.

Windows server service packs – Install all Windows Server Service Packs.

Print connectivity- Diagnostic and remedial support for desktop print devices for workstations listed on inventory only.

Mobile connectivity – Diagnostic and remedial support for mobile devices, email configuration for devices listed on inventory only. Interface with ISP diagnostic or remedial for internet and e-mail functionality issues & related issues subject to clause 19.

Administration – Provides for the administration functions of deletion of users, password implementation and monitoring of end user permission Rights.

Setting up remote users’ access – the setup of external remote access &related issues subject to clause 19.

Installation of new hardware – installation of new hardware included up to ten workstations, five routers and ten hard drives purchased from the Company. Servers, switches or any hardware not purchased from the Company are not included.

Interface with 3rd party hardware providers – interface with external 3rd party provider of hardware to assist in diagnostic and remedial support.

Interface with 3rd party software providers – interface with external 3rd party software provider to assist in diagnostic and remedial support. On Support Levels Bronze, Silver and Gold any time devoted to the selected enhanced modules facilities is included within the monthly charge.

3. Retention of title

Ownership of products remains with Company at all times. The Customer must not hold themselves out as owners of the Products nor may the Customer claim capital allowances on the products.

4. Contract review
5. a) Prior to activation of support agreements, a pre contract review will be undertaken to establish the current configuration of the system and any remedial work required to bring the system to an acceptable standard and the compilation of an asset register.
6. b) The pre-contract review and any remedial work that proves necessary will be provided on a chargeable basis as per clause 12, charged at our standard hourly rate.
7. c) Under support agreements remote access software must be available or purchased to facilitate remote accessing.
8. d) Installation of remote access software if required will be on a chargeable basis as per clause 12.
9. e) All Support Agreements will be reviewed at the end of the frequency period specified and as a minimum annually.
10. f) The Customer will be provided with the option to upgrade the support plan, inclusive hours or enhanced modules at the end of the frequency period specified or as a minimum annually.
11. g) The Company may vary the Support Agreement charges at any time subject to the following;

(1) Any increase will be limited to a maximum of 10% in any twelve month period.

(2) At any time in excess to the restrictions referred to in clause (4.g) (1) a further percentage to reflect any percentage increase incurred by the Company for required supplies, components and/or services.

5. Enhance Support Modules

Provides the following enhanced functionality support:

Print Module; Diagnostic and remedial support for print devices.

Back up Module; At specified intervals by remote access monitor, diagnose and provide remedial services for end user back up processes to ensure compliance

Workstation Module; At specified intervals by remote access verify individual computers are updated with the latest versions of Windows Operating System and anti-virus updates. Provide “update” services for Windows Operating System and anti-virus updates. Apply disk clean up and defragmentation process.

Communications Module; Remote access diagnostic and remedial support for internet and e-mail functionality issues and the setup of remote access user &related issues subject to clause 19.

Administration Module; Provides for the administration functions of addition/deletion of users, password implementation and monitoring of end user permission rights.

System image; At specified intervals the capture and retention of a full system

image, provide “Configuration” services subject to availability of Customer data back up in accordance with Claus (9e and f).

6. Software

Under this agreement “only” standard Microsoft Window an Operating System software is supported.

1. b) Where requested by the Customer, and at the company’s sole discretion, any other software deemed acceptable by the Company for support must be detailed in the 3rd party software fields and will be subjected to an additional support fee.
2. c) Retention of all operating system software discs and if applicable any other software discs with appropriate license keys necessary for the support of the network will be the responsibility of the

Customer.

1. d) Legacy software will not be covered under this agreement, all software greater than 1 version behind the latest software version is deemed as legacy software.

7. Hardware

The quality of all supported hardware devices is fundamental to this agreement and accordingly the following conditions will apply;

1. a) All replacement parts for all hardware devices will be chargeable.
2. b) In the event that a replacement part is not available the failed hardware device will be classed as unviable.
3. c) In the event that remedial costs are greater than the replacement cost of any device that device will be deemed as unviable and require to be replaced.
4. d) The recognised viable support life for all servers will be determined as up to three years.
5. e) The recognised viable support life for all workstations (PCs) will be determined as up to four years.
6. f) Any server or workstations (PCs) out with the recognised viable support life time frames will be classed as unviable and not supported under the support agreement.
7. g) At the Company’s sole discretion the Company will offer the Customer a choice of options for any device as unviable;

(1) Removal of the unviable device from the Support agreement.

(2) Replace the unviable device with a new device supplied by the company which will automatically be added to the agreement.

(3) Continue with the unviable device (excluding clause 7d)) on a chargeable basis as per clause 12.

1. h) Under Gold Support Levels, if the installation of new hardware module has been selected, the installation of a maximum of ten workstations, five router and ten hard drives will be included.

8. Company Responsibilities
9. a) The company will provide support up to the specified Support Level for a standard network, all hardware listed on inventory, standard Windows operating system software and any 3rd party hardware or software listed on page 4 of this support agreement.
10. b) Support will be provided from 09.00 a.m. – 17.30 p.m. Monday – Friday in line with Public Holidays.
11. c) The Company will, at its discretion, provide support either by telephone or if applicable by remote access or if applicable on site.
12. d) The Company will provide support within the selected response times as per clause 10.
13. e) The Company will endeavour, but offers no assurances or accepts liability, to offer advice and assistance for any ICT issue not contained within our Support Level agreements or Enhanced Support Modules on a chargeable basis as per clause 12.
14. f) The Company shall only provide services at the locations stated in this agreement.

9. Customer Responsibilities
10. a) Provide the company with permissions and access to their network via broadband, ADSL or cable facilities.
11. b) Appoint a dedicated contact (member of staff) with authorisation, who will be solely responsible for the logging of support requests and liaising with company support personnel.
12. c) Provide a suitable working environment, light, power, ventilation and access.
13. d) Allow access for support personnel within the normal specified support times.
14. e) Ensure regular back up and validation of all data and associated media.
15. f) Implement a backup process prior to logging any support request.
16. g) Implement and issue a staff ICT policy, mandatory for all Support Level agreements. In the absence of an ICT policy the Company will, if requested, provide a sample ICT policy for an agreed fee.
17. h) Notify the Company prior to adding any software or hardware to the network. Such additions may require redefinition of the Support Level agreement.
18. i) Make available if required any operating system or other software discs and appropriate license keys.
19. j) Agree to make payment of all respective invoices in accordance with clause 12.
20. k) Keep workstations up to date with the latest Microsoft Office updates.
21. l) Implement and use up to date anti-virus and other security tools to protect the network, software and data from any harmful software, coding or programs (known as many names including viruses, worms,

(etc.) as well as hacking or other unauthorised access; and regularly act on any adverse findings or alerts raised by such tools.

1. m) Notify the Company of any events/incidents that could impact the network or equipment supported under this agreement.
2. n) Ensure a trained and experienced member of staff is on site whenever a representative from the Company is on site. Failure to comply constitutes a breach of this agreement and may incur additional charges.

10. Response Times
11. a) All calls deemed as critical by the Company will be responded to within 4 working hours from the time and date the call is logged. It is the Customers responsibility to inform the Company, when logging the call, if the issue meets all the below criteria. To be classed as critical the issue must meet the below criteria;

(1) The issue creates a serious business and financial exposure.

(2) The issue causes a large number of operators to be unable to work or perform some significant portion of their job.

(3) There is no acceptable work around the problem (i.e. the jobs cannot be performed in any other way).

1. b) All other calls will be responded to within 8 working hours or by the next business day from the time and date the call is logged.

11. Exclusions
12. a) Support out with normal hours or on Public Holidays.
13. b) All hardware consumable items.
14. c) Any issues that arise as a result of failure, variation or corruption of external services, i.e. power utilities, communication utilities, Internet service provider or software in accordance with clause 19.
15. d) Issues arising from non-compliance of ICT Policy.
16. e) Issues arising from mis-operation, abuse, vandalism, act of God or as a result of any aspect out with the Company’s control.
17. f) Corruption of or issues arising from Operating System or anti-virus updates.
18. g) Consultancy services.
19. h) User training.
20. i) Configuration of servers or workstations, excluding where Workstation and System Image Enhanced Support Modules are in force.
21. j) For all Support Level Gold agreements installation of new hardware, exceeding quantity listed as well as all other hardware included, server and switches are excluded. Any equipment not purchased from the Company is also excluded.
22. k) Virus penetration issues, except Level Gold agreements which include 4 hours annual support for resolution.
23. l) Virus penetration issues excluding where Workstation and System Image Support Modules are in force.
24. m) Where the equipment is beyond economical repair, i.e. where the estimated repair cost significantly exceeds the replacement value.

12. Charges/Payment

All services in addition to those contracted for within the selected Support Agreement are billed in line with our standard hourly rate which is £95 per hour.

1. a) Unless agreed otherwise in writing all charges payable in respect of the support and maintenance agreement shall be payable on a monthly basis in advance and by standing order.
2. b) All charges and additional fees or charges will be invoiced and must be paid to the Company within thirty days of receipt.
3. c) Support Level Bronze inclusive hours, Support Level Silver and Gold will be billed monthly by standing order and referred to as “The current monthly charge”
4. d) For any services carried out on site not included under this support agreement a call out charge will be added, to cover the engineer travel time, and billed in line with our standard hourly rate.
5. e) Additional hours, for any time in excess of inclusive hours for the Support Level selected, will be billed in 15 minute intervals at the current pro rata hourly rate.
6. f) The provision, where possible, of loan equipment at an agreed fee.
7. g) In the event that the Customer fails to pay any sum due to the Company on the due date, the Company shall be entitled, without prejudice to any other right, to cease to perform its obligations under this agreement and charge interest rate of 5% above the base lending rate of the Royal Bank of Scotland plc from time to time on any sum outstanding from the due date until the date of payment, including accrued interest in full.
8. h) All quoted prices are subject to a site survey. Additional hardware or work that may be required will be charged separately. Any such additional charges will be communicated and agreed upon before proceeding.
9. i) Quoted Figures: The figures quoted in this contract are based on the current size and scope of your organisation as of the date of this agreement. Reduction in Size: If your organisation decreases in size, we reserve the right to reduce the quoted figures by a maximum of 10%. Increase in Size: If your organisation increases in size, the billing will be updated automatically to reflect the new size. The updated billing will be calculated based on the same rate as originally quoted, and any secondary devices are billed at £15.00 + VAT each.
10. Termination

This agreement can be terminated

1. a) By the Customer giving ninety days’ written notice, such notice to expire on an anniversary of the commencement date, but not before the end of the primary period selected.
2. b) By the Customer upon entering into a new Support Level agreement with the Company.
3. c) By the Company with immediate effect, if it finds the Customer to be in material breach of this agreement or subject to an insolvency event.
4. d) By the Company with immediate effect, if it finds the Customer to be in material breach of this agreement or subject to an insolvency event.
5. e) Upon the Customer’s request for early termination.
6. f) In the event of early termination, whether at the Customer’s request or due to breach of contract, an early termination charge – current monthly charge multiplied by the months remaining until the actual contracted termination date less an early settlement discount of 10% – is due.

14. Confidentiality

Unless permission is given in writing, neither party at any time will disclose the other party’s confidential information and such obligations will continue beyond the term of this agreement.

15. Indemnification

The Customer hereby agrees to indemnify the Company or any of its directors, employees or other representatives from and against any claims arising out of or based upon Customer’s misuse of all services hereunder, including but not limited to, claims based on software licensing violations, copyright/trademark and patent infringements. In addition, Customer agrees to pay any legal costs associated with such claims on an indemnity basis.

16. Non-solicitation
17. a) The Customer shall not, without the prior written consent of the Company, at any time from the date of this agreement to the expiry of 6 months after the last date of supply of the services, solicit or entice away from the Company or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the services.
18. b) Any consent given by the Company in accordance with clause 16.a) shall be subject to the Customer paying to the Company a sum equivalent to 20% of the annual remunerations of the relevant Company employee, consultant or contractor or, if higher, 20% of the annual remunerations to be paid by the Customer to that employee, consultant or subcontractor.

17. Data Protection

Where the Company processes personal data on behalf of the Customer it shall:

1. a) Process the personal data, only to the extent as is necessary to provide the service outlined in this agreement.
2. b) Implement appropriate measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

18. Assignation
19. a) The Customer shall not be entitled to assign its rights or obligations under this agreement without prior written consent of the Company.
20. b) The Company shall be entitled to assign its rights and obligations hereunder to whomsoever it may think fit.

19. Liability

The Company shall not be liable to the Customer for;

1. a) Any loss of business, profits, goodwill or consequential loss or damage.
2. b) Any loss attributable, either directly or indirectly, to hardware or network failure.
3. c) Any loss or damage including personal injury sustained by the Customer or any person or any of its employees incurred by the misuse of equipment.
4. d) Any software failure, whether or not software is contained in the products, loss of or corruption of data or confidential or other information, business interruptions or failure of the Customer’s computer system, software or network.
5. e) Any issues that arise as a result of a failure, variation or corruption of external services, i.e. power utilities, communication utilities, Internet service provider or software providers.
6. f) Any loss or damage caused by viruses or malware.
7. g) Any loss of privacy.
8. h) Force majeure and any unforeseen circumstances including any acts of terrorism, which gives rise to the Company’s failure in carrying out its’ obligations. The total liability -whatever the type of claim- per agreement year will be limited to the total charges paid by the Customer during that agreement year.

20. Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes all other written or oral agreements or representations. Any alterations of these terms must be confirmed in writing by a director of the Company.

21. Severability

Should individual terms of this agreement be totally or partially void or otherwise unenforceable, it shall not affect the validity of the remaining agreement. The parties undertake to replace the invalid clause with a valid clause coming closest to the original, but invalid clause.

22. Governance

This agreement shall be governed by the law of Scotland. In the event of a dispute between the parties arising under this agreement the courts of Dundee, Angus, Scotland shall have exclusive jurisdiction to hear and decide any suit, action or proceedings.