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Cabot Computers Customer Support Terms & Conditions

This agreement is made between Cabot Computers Ltd. and all customers of Cabot Computers Ltd. It is for the supply of services and goods as specified by the customer to Cabot Computers Ltd as set out in this document.

1. DEFINITIONS

1.1. The 'Company' means Cabot Computes Ltd. of Cabot House, 9 St Aubins Ave, Broomhill, Bristol, BS4 4NU
1.2. The 'Customer' means the organisation eligible for service by Cabot Computers Ltd.
1.4. The 'Equipment' if applicable means those items contained with in the customers possession or contained on customer site.
1.5. ‘Consumable’ means any parts of the Equipment deemed consumable by the manufacturer, the Company or other authoritative agencies. A consumable part will normally be defined as a product designed to have a life cycle shorter than the life of the equipment in which it is fitted. Consumables fall into two groups: Non-user installable i.e. when tools such as screwdrivers are needed to enter the equipment or fit the part e.g. a fuser assembly in a laser printer, and User installable i.e. where the consumable can be installed by the Customer without necessitating use of a tool, e.g. a toner cartridge in a laser printer.
1.6. 'Premises' means the place or places other than the Company's premises where the Service is to be provided.
1.7. 'Service and services' means corrective maintenance and all other work to be carried out by the Company in accordance with the provision of the terms & conditions.
1.8. 'Service Charge' means the charge specified in the terms & conditions or any estimate or quotation given to the customer at or before time service or services are carried out.
1.9. 'Reasonable Endeavours' means that the Company will use reasonable efforts to affect a fix or secure adequate replacement parts from manufactures and distributors. No SLAs apply, no guarantees made or implied, and no loan equipment can be provided. Where issues relate to incompatibility of the original part, reasonable endeavours will not ensure a replacement part from another manufacturer, but will attempt to ensure that the part is working within specification or arrange warranty exchanges within the manufacturer’s warranty terms.
1.10. 'Supervising Officer' means the person for the time being or from time to time duly appointed by the Customer to act as the Customer’s representative for the purpose of the service.

2. STANDARD OF SERVICE

2.1. The standard of Service will be in accordance with these terms & conditions. The Company shall use good materials, techniques and standards and provide the Service with care, skill and diligence required in accordance with good computer engineering practice.

3. THE PREMISES

3.1. The Customer will make available to the Company a supply of electricity and such other services as are reasonably required and available for the provision of the Service.
3.2. The Supervising Officer (i.e. site manager or the like) will ensure such access for the authorised personnel of the Company to the Premises at all reasonable times as may be necessary to fulfil the service. The Supervising Officer will have the right to refuse to admit to or to order the removal from, the Premises of any person employed or acting on behalf of the Company who in the reasonable opinion of the Supervising Officer is not a fit and proper person to be on the Premises.
3.3. The Customer or any third party employed or utilised by the Customer will be responsible for, and will pay for, any extra time costs reasonably incurred by the Company should any authorised personnel of the Company be unreasonably delayed by the Customer in commencing the Service to the Customer upon arrival at the Premises. Such delays will be escalated to the Service Delivery Manager after 30 minutes.

4. VARIATIONS

4.1. In the event that the Customer requires any reasonable alteration to, or omission from, the Service or any part of it (referred to as a Variation), the Customer will inform the Company of such Variation, and will amend the level of service given to meet the new requirements adjusting any difference in costs to the company, where equipment has be sourced prior to the variation the customer will be responsible for any costs incurred.
4.2. The Company will not vary the Service in any respect unless instructed by the customer to do so.

5. CUSTOMER'S RESPONSIBILITIES

5.1. Upon reasonable request by the Company, the Customer will provide free of charge to the Company's authorised personnel such operational and/or other personnel, data and programs as the Customer may consider appropriate for such purposes as defined in the Company's request.
5.2. The Customer, or any third party employed or utilised by the Customer is responsible for the security of its confidential proprietary and classified information. This includes restricting access of such data and information to the Company employees. Where the Company staff is exposed to such data intentionally or unintentionally, strict confidentiality as described in clause 7.2, 7.3 & 7.4 will bind them.
5.4. In the event of equipment malfunction the Customer can take all reasonable steps to meet its operational requirement. If such actions result in the Company incurring additional reasonable costs in providing the Service, the Customer will reimburse such costs to the Company. This is provided such emergency action is not taken as a result of failure by the Company to comply with the conditions and obligations under this agreement.
5.5. The Customer or any third party employed or utilised by the Customer is reminded of the need to take backup copies of all data. The Company are not responsible for loss of data no matter how caused, although it warrants to use all reasonable skills and care in carrying out work.

6. ASSIGNMENT

6.1. The Company and the Customer are entitled to assign charge or sub-contract its respective rights and obligations under these terms & conditions only with the prior written consent of the other party, which will not be unreasonably withheld.

7. LIMITATION LIABILITY

7.1. Nothing in this agreement excludes or restricts either party’s liability for death or personal injury resulting from the negligence of that party or of its employees while acting in the course of their employment.
7.2. The Customer will indemnify and keep indemnified the Company against injury (including death) to any persons or loss of or damage to any property which shall occur on Premises under the control of the Customer and arises out of the act, default or negligence of the Customer or any contractor employed by the Customer (other than the Company or the Company Subcontractor) and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect of or in relation to.
7.3. The Company is not liable to the Customer, or the Customer liable to the Company, under this agreement in contract, tort or otherwise (including any liability for negligence) for any loss of revenue, loss of data, business, contract, anticipated savings or profit or indirect or consequential loss unless otherwise defined in these Terms.
7.4. Nothing in this agreement excludes or restricts the Company’s liability: -
(a) Arising from any defect in goods supplied by the Company if and to the extent the Company is liable under Part I of the Consumer Protection Act 1987.
(b) arising from a breach of the Company’s statutory duty under section 41(I) of the Consumer Protection Act 1987 not to contravene any obligation contained in safety regulations made under section II of the Consumer Protection Act 1987.
7.5. The liability of the Company to the Customer and of the Customer to the Company in contract, tort or otherwise (including negligence) howsoever arising out of, or in connection with, this agreement shall be limited to £1,000,000.00 in aggregate per annum.

8. CONFIDENTIALITY

8.1. Each of the parties (the “Obligor”) undertakes with the other that it will maintain in strict confidence and not divulge or communicate to any third party any confidential information relating to the other without written consent. Additionally both parties will use all reasonable endeavours to ensure the same level of confidentiality from its officers, employees and agents (including without limitation any of its sub-contractors).
8.2. For the purpose of this Clause 8.1 the expression “confidential information” includes: -
(a) information of a confidential nature concerning the trade secrets or business dealings, transactions or affairs of the other party this may come to the notice of the Obligor during the continuance of any work being carried out by the company for the customer;
(b) (Where the Customer is the Obligor) information relating to the method or techniques used by the Company in providing the Service;
(c) (Where the Customer is the Obligor) lists of customers of the Company to whom the Company provide Services.
8.3. The provisions of Clause 8.1 will not apply to any confidential information to the extent that:-
(a) Either party is required to divulge the same by any court, tribunal or governmental authority with competent jurisdiction;
(b) It comes within the public domain other than through the default of the Obligor, its servants or agents;
(c) It was already known by the Obligor before its disclosure;
(d) It was not received from a third party who to the knowledge of the Obligor is not bound by confidentiality.
Section B - HARDWARE SUPPORT

9. GENERAL

9.1. Unless otherwise agreed, the Customer will provide free of charge to the Company suitable working facilities and storage space for the Company's maintenance equipment and spare parts required to provide the Service.
9.2. The fix time shown in any estimate or quotation represents the normally expected maximum time for the repair or installation of the equipment listed in such estimate or quotation.
9.3. The Company warrants that the Service shall be performed by duly skilled, trained and technical personnel who shall perform the Service to the best of their abilities within reasonable limits.
9.4. The Company cannot guarantee a Fix time or indeed a Fix, as a resolution may not be achievable, without the manufacturer writing a patch or having to wait for the next release of the software.
9.5. A request for the Company Technical Support should be regarded as satisfactorily concluded when the Customer has been given an appropriate solution or a suggestion as to how the problem may be avoided or a suggestion as to how the Customers objective may be achieved in some other way or a statement indicating that none of these are possible.

10. CONSUMABLE SUPPLIES

10.1. The Customer may procure magnetic media and any other Consumable supplies to be used on and suitable for the Equipment from the Company or such other source, as the Customer may deem appropriate.
10.2. If the Customer is using Consumable supplies which do not meet the Equipment manufacturer's standard technical specification and possibly increase the Company's cost of providing the Service, or part thereof, then the Customer shall pay to the Company such additional costs thereby incurred.
10.3. The Company shall not be responsible for the cost of repair or replacement of Consumable supplies, such as (but not limited by), cartridge disk packs, magnetic media, magnetic tape heads, any form of printer ribbons in cartridges, batteries, floppy disks, fusers assembly and toner, service items deemed consumable by the manufacturer or of the painting and finish of the Equipment. If the consumable is non user-installable, the Company will provide labour at the company’s normal stated rates.

11. REPLACEMENT PARTS

11.1. Any replacement parts supplied by the Company shall be either new, like for like or of compatible and substantially equal quality where exact replacement parts are not available and such replacement parts shall become the property of the Customer.
11.2. Parts removed from the Premises shall become the property of the Company, which shall, unless otherwise agreed by the Customer, erase or destroy any data contained thereon. If parts removed contain Customer data the Customer shall have the right to retain possession of the defective part, in which case the Company may make a reasonable charge thereof.
11.3. the customer undertakes to keep full security copies of all original applications and operating system software and of the customers databases with written backup copies in accordance with reasonable computing practice and maintain an up to date record of the location of such copies. The company cannot provide service that relies on such backup activity where the customer has not complied with this condition.

12. LIMITATION LIABILITY

12.1. The Customer warrants that it has all the relevant licences and consents and the like for all Customer software which it instructs the Company to install or re-install. The Customer shall fully indemnify the Company against all claims and losses resultant from any breaches of intellectual property rights.

13. EXCLUSIONS

13.1. The Company shall not provide support for programming developments and macros written, however, support shall be provided for the installation and configuration of such products.
13.2. The Service shall not include the correction of any fault arising from: -
(a) The implementation of the software or which is contained within the software as supplied by the manufacture of the software;
(b)Modifications to the software other than those made by the manufacturer of the software;
(c) Incompatibility of the software with the hardware or other software product installed on the hardware.

14. CHARGES AND TERMS OF PAYMENT

14.1. All charges are payable within 30 days of the invoice date.
14.2. Invoices will be raised by daily, weekly, monthly and quarterly intervals depending on the service level or when the work requested has been completed.
14.3. Failure to pay within the invoice terms will be deemed outstanding.
14.4. Whilst payment is outstanding the Company may at its discretion withdraw any Services. The withdrawal of Service will be notified in writing to the customer and will not relieve the Customer from payment of any charges due. The Company reserves the right to charge interest on overdue charges at the rate of 2 percent above HSBC Bank’s lending rate from time to time on force. If subsequently the charges are paid and the Company is requested to resume Service of any Equipment, the Company may require the Equipment to be overhauled at the Customer's expense before any re-commencement of such service. Any Service time lost shall not be reinstated by the company.
14.5. The Company may by one calendar month's notice given to the Customer in writing increase the amount of the charge from time to time at intervals of not less than 6 months. It is understood that any such variation may apply in respect of any or all of the services and will take effect from the start of the subsequent invoicing period.
14.6. If the Company is called upon to provide Service outside of the normal working hours of 08:30 ��" 18:30, any such service will incur additional charges at the Company's current rates as defined in the company’s rates and services document (available on request) which the Customer will be deemed to have accepted.

15. VAT

15.1. All charges for Services or cost of any parts will be subject to Value Added Tax at the rate applicable from UK Government.

16. DURATION AND TERMINATION

16.1. This agreement is effective from the time any work starts at the customers premises and shall continue in force for the period of which work is continued to be carried out until terminated by either party in accordance with the provisions of this clause.
16.2. If the Customer becomes insolvent or bankrupt or has a receiving order or administration order made against it or compound with its creditors or being a corporation commence to be wound up not being a members voluntary winding up for the purpose of reconstruction or amalgamation, or carry on its business under an administrator or administrative receiver for the benefit of its creditors or any of them, the Company may terminate the agreement forthwith by notice to the Customer or to the administrative receiver or administrator or liquidator or to any person in whom the agreement may become vested. In the event of termination under this sub-clause the Company will have the right, by prior notice to the Customer to enter the Premises for the purpose only for the removal of any items of equipment or materials which are clearly identifiable or otherwise provable as being
The property of the Company, all obligations of the Company under this agreement will then cease and all payments received shall be deemed to relate to services already performed up to the date of termination.
16.3. If the Company becomes insolvent or bankrupt or has a receiving order or administration order made against it or compound with its creditors or being a corporation commence to be wound up not being a members voluntary winding up for the purpose of reconstruction or amalgamation, or carry on its business under an administrator or administrative receiver for the benefit of its creditors or any of them, the Customer may terminate the agreement forthwith by notice in writing to the Company or to the administrative receiver or administrator or liquidator or to any person in whom the Contract may become vested. In the event of termination under this sub-clause the Customer will have the right, by prior notice to the Company to enter the Premises for the purpose only for the removal of any items of equipment or materials which are clearly identifiable or otherwise provable as being
The property of the Customer, all obligations of the Customer under this agreement will then cease and all payments received shall be deemed to relate to services already performed up to the date of termination.
16.5. The agreement may be terminated forthwith by either party if either party is in breach of the agreement and fails to remedy such breach within 14 days of receipt of notice in writing or such longer period as may be mutually agreed.
16.6. Termination of the agreement will not prejudice any rights of either party, which have arisen on or before the date of termination.

17. FORCE MAJEURE

17.1. Neither party will be liable for failure to perform or delay in performing its obligations under the agreement or otherwise deemed to be in breach of Contract, if such failure results from circumstances beyond its reasonable control, including but not limited to act of God, inclement weather, flood, lightning, fire, industrial action, lockouts, the act or omission of Government, highways authorities or other competent authority, act of terrorism, war, military operations or riot, act or omissions of third parties for whom the party concerned is not responsible from performing any of its obligations under the agreement, such party shall not be liable for failure to perform such obligations, provided that:-
(a) The party relying on this sub-clause immediately gives notice to the other of the reason for the fault or delay;
(b) The party relying on this sub-clause uses all reasonable efforts to overcome the circumstances or delay and notifies the other party of the nature of these efforts;
And
(c) Upon cessation of the event of Force Majeure, the party relying on this sub-clause notifies the other of the cessation.
17.2. The affected party or parties will take all reasonable steps to avoid or remove such cause of non-performance as promptly as possible.

18. LAW

18.1. The agreement will be subject to and construed and interpreted in accordance with English Law and shall be subject to the jurisdiction of the Courts of England.

These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter herein and supersede all other understandings, whether oral or written and may only be modified in writing signed by both parties.