Systems Analysis Design & Support Limited – Standard terms and conditions of contract for services
These terms are effective from the date the Service agreement document is signed which denotes full acceptance of these Terms by the Client.
“Analysis” is the examination of something in detail in order to understand it better or draw conclusions from it.
“Audit” Is a systematic check or assessment, especially of the efficiency or effectiveness of an organisation or a process, typically carried out by an independent assessor.
“AUP” means Acceptable Use Policy which defines the acceptable terms of usage for your server or Service.
“Business Hours” Unless otherwise outlined in the original proposal, business hours are 08:30am – 17.30pm, excluding public holidays.
“Cookie” A very small text file placed on your hard drive by a Web Page server. It is essentially your identification card and cannot be executed as code or deliver viruses. It is uniquely yours and can only be read by the server that gave it to you.
“Fees” the monthly fee’s as set out in the proposal document
“Force Majeure” means any event beyond the reasonable control of the affected party
“Hosting Service” hosting and storage service that incorporates both hardware and software and communications network to allow end users access to programs and application software across the internet
“SA” Service Agreement
“SADS” Systems Analysis Design & Support Ltd. with whom The Customer has awarded the contract to is herein referred to as SADS
“Service” or “Services” means any and all services provided by SADS under these Terms including, without limitation, support services; hosted services, software development, network cabling, consultancy services and any other services which may be provided from time to time.
“SLA” Service Level Agreement
“The Client” is the customer who is looking to procure services as stated in the proposal and who is a party to this agreement.
Applications of Terms
a. These Terms apply to any or all services provided by SADS to the client.
b. These Terms together with any Service Level Agreements(s) represent the entire agreement relating to the Services and supersede any arrangements previously agreed between SADS and the client. Save in the case of fraudulent misrepresentation or fraudulent concealment, any representation, warranty or undertaking, whether oral or written, (including in any previous correspondence or communication) and any other terms and conditions sought to be imposed by the client’s own order forms or otherwise are expressly excluded.
c. No change to these Terms, or a subsequent version of these Terms, as may be posted on the SADS website, or any other part of the Agreement, shall be binding unless made with the prior written consent of Jon Rowlan, Managing Director.
d. No agent of, or person employed by or under contract with SADS, has any authority to alter or vary these Terms or the Agreement in any way.
e. In addition to these Terms, domain name registrations are subject to additional terms and conditions found here; sads.com/domain-term-conditions. Any registrar SADS may use to fulfil the clients order will also carry their own Terms and conditions. Details of these terms and conditions are available from the relevant registries such as Nominet for .uk (www.nominet.org.uk/nominet–terms).
SADS Obligations to the client
a. SADS will not be obliged to provide any other services other than those outlined in the SLA unless additional services have been agreed and detailed in a secondary SLA.
b. SADS cannot accept liability for failure to provide services due to a breach of the agreement by the client, it’s partners, sub-contractor or any other third parties, or for any delays caused by an act of force majeure or for any problems arising from third party software.
c. SADS will have no liability to the client and may suspend services if the client; fails to pay any fee’s when due, is using unauthorised or illegal software or abuses the AUP.
d. Unless already under contract with SADS (i.e. a continuation of support contract) we cannot accept responsibility should your PC fail during our Audit and we cannot guarantee that you will or will not experience any threats as outlined in the Audit summary.
e. We will need full control of each PC during this time to complete our security check.
f. The system cannot be used for any other purpose during this check.
g. Where the SA includes in-house servers support, a Server check will be carried out, this will not result in downtime to the client.
h. We may be unable to perform some of the security checks due to technical or operational reasons, if this occurs a second visit will be arranged.
i. SADS currently provide tailor-made support packages, the Support level chosen will be detailed in the SLA.
j. Our Support packages offer telephone support via our helpdesk, remote support and on some occasions a site visit will be deemed necessary. All incoming support calls are logged and a Support log number is raised. Our helpdesk staff and engineers always endeavour to correct any problems via remote access and telephone methods before attending site.
k. Site visits will be arranged during normal business hours, if you require out of hours site visits additional charges will be made.
l. If your fault cannot be rectified on site, we will give you the option to have the fault rectified offsite.
m. If your hardware requires repair we will provide you with a quotation to carry out this repair if it is an item that we can obtain parts for.
n. If we replace your main hard drive we will install the original operating system onto your PC provided that you have the relevant license key(s).
o. If your hardware is faulty and under warranty we will endeavour to liaise with the equipment manufacturer on your behalf.
p. SADS will not repair any equipment that is still under warranty, however SADS will arrange for manufacturer repairs to be carried out so as to not invalidate manufacturer warranties.
q. Consultancy and project work such as office relocation, server migration is available as a service outside of this agreement on a “T&M” basis unless otherwise specifically included.
Client Obligations to SADS
a. Ensure that any fee’s due are paid on time.
b. Where an on-site visit is required you must ensure that engineer access is provided at the time agreed, failure to do so will result in additional fees for the missed appointment.
c. Make available to SADS, without charge, any information or facilities to enable us to fulfil our SLA including, but not limited to, current software licenses, contact details for any third-party software computer print-outs, photocopies of documents, screen shots taken of the application. SADS shall hold any such information provided by the Client as strictly confidential.
d. All agreements made between SADS and the client must remain confidential, including SLA and Contractual agreements.
e. The client shall understand the AUP and ensure that it is being adhered to. If there is a breach of the AUP, the client agrees to reimburse SADS for any costs and expenses arising from this.
a. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we reserve the right, forthwith and at our sole discretion, to suspend the provision of services to you.
b. This contract is subject to an annual review, each year in October, to keep in line with inflation. A small adjustment is made automatically to prices in line with the Retail Price Index (RPI) that is published in September. As an example, in 2015, the increase was 0.8%. Any prices changes will be advised in writing.
c. SADS reserves the right to alter the Fees payable for Services at any time and any provision of Services after such time shall be deemed to have been made in acceptance of such new Fees.
d. You acknowledge that increases in third party fees beyond SADS’s control may result in SADS increasing its fees and you agree to pay the increased fees if higher than those set out in the SA.
e. Unless otherwise expressly specified in the SLA, all quotations given by SADS for SADS services are valid for a period of 30 days only from the date upon which they are given, after which time the quotation shall automatically expire.
f. The Fee’s as set out in the SLA are exclusive of VAT.
g. SADS reserves the right to demand payment on account in advance of providing any services and unless otherwise specified in the SLA may invoice in respect of work completed or to be carried out, before, during and after completion of such work as it sees fit.
h. Invoices are payable strictly within 30 days of the date of the invoice without deduction or set-off. SADS Reserves the right to charge interest at a rate of 4% above the Bank of England base rate per annum on unpaid invoices without prior agreement (such interest being payable both before and after any judgment may be obtained) and SADS reserves the right to suspend the Services until payment is made.
i. Where services are provided prior to the relevant Fees being paid, SADS may retain the title in and ownership of all hardware, software and hosting services registered on your behalf until payment is made.
j. Where invoices payments are collected by Direct Debit payments will be taken on or around the 15th of each month. A direct debit mandate will be sent once the contract has been agreed and signed.
Out of scope work and fee’s
a. Support requests made for issues deemed by the Company as “out of scope” will be notified to the Clients primary contact prior to the commencement of the works with estimations of additional costs and requests for authorisation of work.
b. Out of scope in this agreement will include (but not be limited too) requests such as:
a. New Machine setup.
b. New or additional software installation and / or Configuration.
c. New Hardware replacement, repair or configuration.
d. Supply of additional functionality requiring more than 1 hour’s remote work.
e. Any support of software not installed by the Company or installed after the date of the machine first being installed with the Companies Support agent.
f. Any support for issues created by a third party whilst accessing the Clients supported machines without prior permission, notification or knowledge of the Company.
g. Any Support for any machine or device not included within this agreement or not installed with the Companies support agent.
Remote and On-site support services – Additional fees.
Any Remote or On-Site work required for out of scope or project work or work outside of the core support hours will be charged at the following rates for the time the engineer is on-site.
Monday to Friday Between 8.30am and 5.30pm – £80 Per Hour
Monday to Friday Between 5.30am and 9.30pm – £95 Per Hour
Monday to Friday Between 9.30pm and 8.30am – £110 Per Hour
Weekend Anytime – £120 Per Hour
a. If a client requires services outside of business hours the following fees will apply; time and a half (excluding Sunday and Bank Holidays), Sundays or Public holidays will be charged at double time.
b. The client agrees to our engineers or approved contractor having remote access to your computer systems and all information contained within.
c. The Client and SADS give each other consent to positively publicize our business relationship but not to disclose the terms of it.
Termination of Contract
a. This contractshall be for an initial period of 30 days from the commencement date. Either party will have the right to terminate the contract by giving at least 30 days’ notice in writing to the other party to expire at the end of the initial period or at any time after that.
b. SADS may terminate this contract with immediate effect in the following circumstances:
a.The client commits a breach of the terms and conditions contained in the agreement.
b. Either party becomes insolvent or compounds with its creditors or goes into liquidation.
c. Termination of contract before its term may be subject to additional fees.
Non-solicitation of employees or contractors
1.1 To protect the legitimate business interests of SADS, the Client covenants with SADS for itself and as agent for each Group Company that it shall not (and shall procure that no member of its Group shall) (except with the prior written consent of SADS):
(a) attempt to solicit or entice away; or
(b) solicit or entice away,
from the employment or service of SADS or any Group Company the services of any Restricted Person other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of SADS or any Group Company.
1.2 The Client shall be bound by the covenant set out in clause 1.1 during the term of this Agreement, and for a period of 12 months after termination or expiry of this Agreement.
1.3 For the purposes of this clause 0, a Restricted Person shall mean any firm, company or person employed or engaged by SADS or any Group Company during the term of this Agreement, who has been engaged in the provision of the Services or the management of this Agreement either as principal, agent, employee, independent contractor or in any other form of employment or engagement.
1.4 If the Client commits any breach of this clause 0, the Client shall, on demand, pay to SADS or the relevant Group Company a sum equal to one year’s basic salary or the annual fee that was payable by the Client or relevant Group Company to the Restricted Person plus the recruitment costs incurred by SADS or relevant Group Company in replacing such person. The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate interest of SADS or relevant Group Company in performance.
2. Non-employment of employees
2.1 In order to protect the legitimate business interests of SADS and each Group Company, the Client covenants with SADS for itself and as agent for each Group Company that it shall not (and shall procure that no member of its Group shall) (except with the prior written consent of SADS) employ or engage or otherwise facilitate the employment or engagement of any Restricted Person.
2.2 The Client shall be bound by the covenant set out in clause 2.1 during the term of this Agreement and for a period of 12 months after termination or expiry of this Agreement.
2.3 For the purposes of this clause 2, a Restricted Person shall mean any firm, company or person employed or engaged by SADS or any Group Company during the term of this Agreement, who has been engaged in the provision of the Services or the management of this Agreement either as principal, agent, employee, independent contractor or in any other form of employment or engagement.
2.4 If the Client commits any breach of this clause 2, it shall, on demand, pay to SADS or relevant Group Company a sum equal to one year’s basic salary or the annual fee that was payable by SADS or relevant Group Company to the Restricted Person plus the recruitment costs incurred by SADS or relevant Group Company in replacing such person. The parties confirm that these liquidated damages are reasonable and proportionate to protect the legitimate interest of SADS or relevant Group Company in performance.
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