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Terms & Conditions

Below STD contract outlines the standard T&C's to which any invoiced work will adhere to unless outlined by a personalised contract.

Chelmer IT Support Limited

 

Service and Support Agreement

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CLIENT NAME: 

CLIENT Address inc Postcode

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Signatures

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Client Signature __________________

Client Name __________________

Title __________________

Date __________________

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CITSL Signature __________________

CITSL Name __________________

Title __________________

Date __________________

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This agreement is made the _________ between Chelmer IT Support LTD  (“CITSL”) of the one part and ____________ (“Client”) the other part.

 

This Agreement incorporates all of the Schedules attached.  You agree you have read and agree to all of the attached and incorporated terms and Schedules.  

 

1.DEFINITIONS

 

“Additional Services” means the services which are additional to the Support Services including, but not limited to, the items set out in Schedule B.

“Agreement” means this agreement and its Schedules. “Damages”  means any losses, damages, costs (including reasonable attorney’s fees) or liabilities.

“Defect” means a material failure of the Hardware to function in conformity with the Documentation for the Hardware. “Designated Product” means a System component or part of the System.

“Documentation” means as the context requires the user, system and installation documentation for the Software, or the manufacturer’s published specifications for the Hardware, including any copies of any of the above.

“Error” means a material and reproducible failure of the Software to function substantially in conformity with the Specifications.

“Excluded Products” means any Software or Hardware as set out in Schedule C.

“Hardware” means the hardware specified in the Schedule. “Hardware Support” means the maintenance, repair or replacement of Hardware in response to a Defect. “Other Materials” means any hardware, firmware, software (including databases and operating systems), and other materials, not supplied by us, which are used in connection with the System.

“Price” means the price for the Services as set out in the Schedule.

“Schedule” means any schedule attached to this Agreement. “Service Hours” means the hours, set out in the Schedule, during which we will provide Support Services to you. “Site” means the site, set out in the Schedule, where we will provide the services.

“Software Support” means diagnosis and repair services to be provided by us in response to an Error.

“Specifications” means the current user guides for the version of the workstation application Software.

“Support Charges” means the fees for provision of Support Services as set out in the Schedule.

“Support Services” means the provision of Software Support or Hardware Support.

“System” means the central system and the Software and/or Hardware and Documentation.

“Term” means the term during which Support Services will be provided as set out in the Schedule. 

 

2.PRICE AND PAYMENT

2.1. You will pay the Price and Support Charges in accordance with the payment schedule set out in Schedule A.  Provided we give you at least 90 days notice, we may increase the Support Charges each year on the anniversary of the Agreement, by an amount not greater than the percentage increase in the retail price index for the 12 month period immediately preceding the date of our notice to you of such increase.

2.2.           We will invoice you, the fixed price set out in the Schedule.

2.3. If we provide any Additional Services we will invoice for such Additional Services based upon our then current rates.  You agree to pay for the Additional Services as invoiced by us.  Charges for Additional Services will include fees for labour, materials, hardware components, software, documentation, other products or services and travel expenses.

2.4. You will pay any sums due by you to us under this Agreement in full, without any right to set-off or deduction.  If any tax in the nature of withholding tax is payable on any sums invoiced under this Agreement, you will pay us such amount as is necessary to ensure that the net amount received by us after such withholding shall be equal to the amount invoiced.

2.5. You will be responsible for all applicable sales, use, value added or similar taxes or taxes payable with respect to the provision of the Services, or arising out of or in connection with this Agreement, other than taxes based upon our income.  If we pay any such taxes on your behalf you agree to reimburse us for such payment. 

2.6. If you fail to pay any amounts invoiced under this Agreement in full, you will be liable to pay us interest at the rate of 2.5% per month on the remaining amount due, such interest to accrue on a daily basis from the due date until actual payment.

2.7 Ownership of any equipment supplied under this agreement will remain with us until full payment is received.

 

3.SUPPORT SERVICES

3.1. We will provide Support Services as identified in Schedule A.  

3.2. We will continue to supply Support Services for three years after which either of us may give the other 365 days written notice that they no longer wish to receive or provide Support Services.

3.3.           We will not provide Support Services for any Excluded Products.

 

4.SOFTWARE SUPPORT

4.1. We will provide Software Support during the Service Hours, which will consist of:

  1. telephone line access; and

  2. on-Site response to you where necessary and as identified in the Schedule.

4.2. To the extent that on-Site Software Support is provided, and the reported problem:

(a) relates to an alleged Error which cannot be reproduced or verified by us on-Site; or (b) does not constitute an Error  such on-Site Software Support will be considered an Additional Service.

4.3. You acknowledge that we cannot fix bugs in Third Party Software (e.g. Microsoft Windows) and our obligation will be to inform the owner of the Third Party Software of any bug in its Software of which you make us aware.

 

5.HARDWARE SUPPORT

5.1. We will provide Hardware Support on the following basis:

  1. on-Site attendance on call out during the Service Hours; and

  2. replacement or repair (at our option) of components of Hardware which contain a Defect.

 

6.ADDITIONAL SERVICES

6.1.  We are under no obligation to provide Additional Services, however we will use reasonable commercial efforts to provide the Additional Services on Schedule B that are highlighted in italics chargeable at the rate applicable at the time of the request. 

 

7.OUR RESPONSIBILITIES

7.1 We agree that none of your property, including, but not limited to data, hardware or software will be removed by us or our personnel from the Site without your prior written agreement.  Further we undertake that on termination of this agreement for whatever reason, all of your property in our possession or under our control shall be returned to you forthwith.

 

8.YOUR RESPONSIBILITIES

8.1. You will cooperate with us and provide any necessary assistance to allow us to perform our obligations under this Agreement, including the provision of Support Services and any Additional Services.

8.2.       You will: 

  1. promptly notify us of any Errors or Defects;

  2. provide sufficient information to us to facilitate the effective diagnosis of any Error or Defect; 

  3. permit us to take such steps as we reasonably consider necessary to remedy any Error or Defect; 

  4. allow us access to the Site and the System;

  5. provide a safe and secure work environment at the Site for our personnel performing Support Services and Additional Services; and 

  6. provide all facilities reasonably necessary for us to carry out our obligations under this Agreement including, access to electricity, space at the Site as necessary, appropriate staff of yours and to your computer network.

 

9.LIMITATION OF LIABILITY

9.1.       We accept liability only for:

  1. death or personal injury caused by our negligence;

  2. direct physical loss or damage to the Site caused by our negligence; 

  3. Our total cumulative liability arising from or in connection with this Agreement and in relation to anything which CITSL may have done or not done in connection with this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the amounts paid or payable by You under this agreement.

 

10.TERM AND TERMINATION

10.1. The party not in default may terminate this Agreement if the other party:

  1. commits a material breach of this Agreement which is incapable of remedy - immediately upon giving  notice;

  2. commits any other material breach of this Agreement which is capable of remedy - 30 days after giving notice of the breach, if the breach remains unremedied; or

  3. makes an assignment for the benefit of its creditors, files or has filed against it a petition under any bankruptcy, insolvency, reorganisation or similar law, appoints or has appointed against it a trustee or receiver for any of its property or commences or has commenced against it (by resolution or otherwise) the liquidation or winding-up of its affairs - immediately upon giving notice.

 

11.GENERAL

11.1. This Agreement sets out the entire understanding between us and replaces all prior proposals, understandings and other agreements, oral and written between us relating to the subject matter of this Agreement.

11.2. If any part of this Agreement that is not fundamental is found to be illegal or unenforceable, this will not affect the validity or enforceability of the remainder of this Agreement.

11.3. Neither of us may assign any right or obligation under this Agreement without the prior written consent of the other. This consent may not be unreasonably withheld.  

11.4. If either of us delays or fails to exercise any right or remedy under this Agreement, that party will not have waived that right or remedy. 

11.5      You will not solicit the employment of nor employ any of our personnel who has been directly involved in the development, sale, installation, or support of the System for a period of one year from Acceptance.

11.6 We warrant to you that all and any hardware or software provided to you pursuant to this Agreement shall be Millennium Compliant.

11.7. This Agreement will be construed and governed by the laws of England.  We both consent to the non-exclusive jurisdiction of the English courts.

11.8.

  1. Any notice to be given under this Agreement may be delivered by hand delivery, registered mail (or the equivalent in the country where the notice is delivered) or facsimile.

  2. Notices given:

    1. by hand delivery will be addressed to the person at the address and signed for on delivery; or 

    2. by facsimile will be addressed to the person at the number set out on  page 1 of this agreement

  3. Either party may change the person, address and facsimile number notices are to be delivered to the other party in accordance with this Section.

  4. Notices will be deemed to have been received:

    1. if hand delivered, on the day delivered;

    2. if sent by registered mail, on the third business day after being sent; or

    3. if sent by facsimile, on the day sent provided the transmitting facsimile machine produces a report verifying successful completion of the transmission

provided that if any of the events in (i), (ii) or (iii) above occur after 5pm the notice will be deemed to have been received on the next business day.

  1. We reserve the right to perform any of our obligations under this Agreement through a sub-contractor.

  2. This Agreement may only be amended by the parties in writing, signed by duly authorized representatives of the parties.

  3. In this Agreement:

  1. any reference to a notice means to a written notice;

  2. headings are for convenience only and do not affect the interpretation of the Agreement; and

  3. words importing the singular include the plural and vice versa. 

 

 

SCHEDULE A

 

Equipment Schedule

 

Maintenance support for the following services:-

 

 

  1. Support

  2. Service

  3. Internet Line

  4. Telephone Services

 

 

Service Schedule:

 

This Agreement provides fault resolution support for the above services on notification of the fault by the Client to the CITSL Help Desk via email helpdesk@chelmerit.com.  Faults would be rectified on-line by the CITSL staff using the 3rd Party support team where necessary (i.e. Microsoft, Sophos, etc).  All adds, moves and changes are not included / not supplied and are outside of the scope of this Agreement.

  

Price                                         £xxxxx per month

 

The Price and Support Charges set forth herein excludes VAT

 

Service Hours:      Monday to Friday 08:30 hrs to 17:30 hrs excluding Bank and Public Holidays

 

Advances Service Hours:

 

Payment terms:    Monthly in advance

 

             

 

 

SCHEDULE B

 

ADDITIONAL SERVICES

 

 

 

Additional Services will include, without limitation: 

 

  1. Support Services performed outside of the Service Hours;

 

  1. maintenance work on any additional hardware, software, or other products other than Software or Hardware (unless otherwise agreed in writing) which you request us to maintain;

 

  1. correction of any software or hardware not supplied by CITSL; 

 

  1. correction of any malfunction of any Software or Hardware caused by misuse of the same or, failure of your operating environment (power, air conditioning, etc.)

 

  1. any failure to comply with reasonable instructions issued by us;

 

  1. any call to the Site caused by a problem that is not related to the System.  We reserve the right to make an abortive call out charge in such instance as well as making a charge for Additional Services; 

 

  1. any support required due to network failure;

 

 

 

 

 

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SCHEDULE C

 

EXCLUDED PRODUCTS FROM ALL TERMS & CONDITIONS

 

 

  1. Customer supplied equipment outside of Schedule A

  2. Customer Software outside of Schedule A

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