1. Definitions and Interpretation
1.1.1 This document contains The IT Partnership’s general terms and conditions and shall be incorporated into any Contract entered into by the Customer and The IT Partnership.
1.2 Errors & Omissions
1.2.1 The IT Partnership may correct any errors or omissions in its documentation without prejudice to its interests.
1.3 Changes to Terms and Conditions of Business
1.3.1 The IT Partnership reserve the right to make changes to this Agreement from time to time.
1.4.1 If any part of these terms and conditions is unenforceable (including any provision in which The IT Partnership exclude our liability to The Customer,) the enforceability of any other part of these conditions will not be affected.
2. Scope of Services
2.1.1 The IT Partnership shall strive to act in The Customer’s best interest but regardless of any advice, recommendation or quotation, whether written, verbal, or implied by The IT Partnership, the onus is firmly upon The Customer before placing an Order to satisfy themselves in all respects and in particular about the viability and suitability of goods and/or services for their purposes; as far as this does not infringe The Customer’s statutory rights.
2.2.1. If in The IT Partnership’s opinion it is not reasonably practicable for any reason to carry out any of the work The IT Partnership are instructed to carry out, The IT Partnership shall be entitled to refrain from carrying out or completing such work and will consult with The Customer as to what if any work is to be undertaken. The IT Partnership will, if requested by The Customer, provide a written explanation as to why any work is not considered to be reasonably practicable.
2.2.1. If the cost to The IT Partnership of carrying out the work is subsequently increased by reason of increases in the cost materials and/or labour and/or any other factor outside our control, then The IT Partnership shall notify The Customer before undertaking any work to which the increase will apply. If The Customer requires The IT Partnership to discontinue the work, The Customer shall only be required to pay The IT Partnership for the work already carried out.
3. Duration of Transaction
3.1 As defined in the individual contract or order entered into with The IT Partnership.
4. Fees and Payment
4.1.1 The price for the supply of goods and/or services is set out in our quotations. The IT Partnership shall invoice The Customer on delivery. Invoiced amounts shall be due and payable once the goods and/or services have been delivered unless otherwise stated in the quotation.
4.1.2 The IT Partnership shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England.
4.1.3 The price of the goods and/or services is exclusive of Value Added Tax which shall be charged at the rate prevailing at the relevant tax point.
4.2 Payment Terms
4.2.1 Unless the Agreement provides otherwise, the price for the goods and/or services shall be payable no later than 15 days from the date of the relevant invoice. The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the period specified shall entitle The IT Partnership to write to The Customer upon the expiration of seven days’ notice, to charge The Customer for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
5. Responsibilities of Customer
5.1.1 As soon as The IT Partnership has delivered the goods and/or services, The Customer will be responsible for them and The IT Partnership will not be liable for their loss, destruction or misuse. Therefore, The Customer would need to take necessary steps to insure the items. If The Customer delays a delivery, The IT Partnership’s responsibility for everything other than damage due to our negligence will end on the date The IT Partnership agreed to deliver them. In any case, The IT Partnership is not liable for any consequential loss whatsoever.
5.2 Ownership of the Goods and/or services
5.2.1 The Customer will only own the goods and/or services once they have been successfully delivered and when The IT Partnership have received cleared payment in full. Goods and/or services supplied are not for resale.
5.3 Delivery of Goods and/or Services
5.3.1 The IT Partnership will deliver the goods and/or services to the address The Customer specifies for delivery in their order. It is important that this address is accurate. Please be precise about where The Customer would like the goods and/or services left if The Customer is out when The IT Partnership deliver. The IT Partnership cannot accept any liability for any loss or damage to the goods and/or services once they have been delivered in accordance with The Customer’s delivery instructions (unless this is caused by our negligence).
6.1 Services do not include the investigation, diagnosis or rectification of any default or other problem resulting from:-
6.1.1 Any issues prevalent prior to the date of the contract/order resolution is excluded from the proposal price.
6.1.2 If any part of the site needs an upgrade to ensure supportability that will be extra at actuals.
6.1.3 The improper use or operation of the Equipment;
6.1.4 Modification or repair to any of the Equipment made by any person other than The IT Partnership or a person previously approved in writing by The IT Partnership;
6.1.5 Failure by the Customer to implement recommendations in respect of defaults previously advised by the Company; or
6.1.6 Any breach by the Customer of any of its obligations under any maintenance agreement in respect of the Equipment.
6.2 The Customer may request The IT Partnership to provide support services in respect of the matters covered by Clause 6.1. If The IT Partnership agrees to do so, it will be entitled to make an additional charge on a time and materials basis in accordance with its then current standard rates.
7. Warranty and Liability
7.1.1 Unless otherwise stated in The IT Partnership’s documentation, all Equipment has a “Return To Base” warranty under which The IT Partnership shall repair free of charge or at its sole discretion return to manufacturer for repair or replacement, any Equipment supplied by The IT Partnership within its warranty period that is established by The IT Partnership to be defective or to have developed a fault under normal usage.
7.1.2 The IT Partnership warrant that as from the date of delivery for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. The IT Partnership may levy handling charges to cover packaging and carriage and other expenses thus incurred.
7.1.3 For Second User Equipment The IT Partnership warrant that as from the date of delivery for a period of 1 Month or the remainder of original manufacturer’s warranty period if greater, the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. The IT Partnership may levy handling charges to cover packaging and carriage and other expenses thus incurred.
7.1.4 Warranty Period for “Minimum Repairs” shall be 3 Months and for “Full Repairs” 12 Months from date of first repair. The IT Partnership may levy handling charges to cover packaging and carriage and other expenses thus incurred.
7.1.5 The IT Partnership warrant that the services provided under the contract/order shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
7.2.1. Except for death or personal injury caused by The IT Partnership’s negligent acts or omissions The IT Partnership shall only be liable for any loss or damage which is a reasonably foreseeable consequence of a breach of the contract/order.
7.2.2 The Customer will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by The IT Partnership as a result of The Customer’s breach or default in the discharge of the Customer’s obligations.
7.2.3 Where The IT Partnership needs to carry out work on The Customer’s premises and/or install equipment, The IT Partnership will not accept liability for the cost of repairing or replacing parts of The Customers existing system which occurs due to faults in The Customers system unless The IT Partnership have been negligent in not realising that such damage may occur or in the way The IT Partnership did the work.
7.2.4 In the event of The IT Partnership losing or damaging The Customer’s goods, The IT Partnership will pay for the reasonable costs of the repair or replacement (less wear or tear) of the item or provide The Customer with a full refund if The IT Partnership has been negligent.
7.2.5 Nothing in the contract/order shall exclude or limit The IT Partnership’s liability for death or personal injury resulting from The IT Partnership’s negligence or that of its employees, agents or sub-contractors.
7.2.6 The liability for outages in service provision shall not exceed the cost of the service for the period of the outage.
7.2.7 Except in respect of personal injury or death caused by The IT Partnership’s negligence, The IT Partnership shall not be liable for any consequential or direct loss suffered by The Customer. It is The Customer’s responsibility to insure against these risks. Furthermore it is The Customer’s sole responsibility to Backup any data on Equipment being used by The Customer and The Customer shall indemnify The IT Partnership from any liability for any consequential or direct loss suffered by The Customer.
8. Intellectual Property and Confidentiality
8.1 The copyright and all other proprietary rights in all software and materials developed under the contract/order in connection with the Services including modifications to any software will remain the property of The IT Partnership. The Customer will have a non-exclusive and non-transferable licence for the duration of the Agreement to use and reproduce at its own expense for its own internal purposes only the materials and software developed by The IT Partnership.
8.2 The Customer shall be responsible for ensuring that no action of the Customer constitutes an infringement of any third party intellectual property rights and shall indemnify the Company against any third party claims arising from any breach.
8.3 The Customer is responsible for obtaining all licences, permits and approvals required in connection with the Services, including, but not limited to, the consent of any licensor of software, telecommunications owner, utility company or otherwise with respect to the Equipment.
8.4 Neither party shall disclose any information designated by the other as confidential to any third party (except to employees or sub-contractors on a need to know basis and then only after obtaining an appropriately worded confidentiality undertaking from those persons). No confidential information will be used for any purpose other than in relation to the Services without the other party’s prior written consent.
9.1 Right to Cancel
9.1.1 The IT Partnership will permit The Customer to cancel the order/contact by sending written notice no later than 7 days after the date on which the order/contact has been signed. If The Customer requests cancellation at a later date, then unless The IT Partnership are in breach of contract, The IT Partnership have the right to refuse [or] retain all or part of The Customer’s deposit as a contribution towards any losses or costs The IT Partnership suffer as a result of the cancellation.
9.1.2 The Customer cannot cancel the contract/order if The Customer has taken any audio or video recording or computer software out of the sealed package in which it was delivered to The Customer.
9.1.3 If The Customer have received the goods before The Customer cancel the contract/order then [unless, under clause 9.1.2 for which The Customer does not have a right to cancel] you must send the goods back to The IT Partnership contact address at The Customer’s own cost and risk. If The Customer cancels the contract/order but The IT Partnership have already processed the goods for delivery The Customer must not unpack the goods when they are received by The Customer and The Customer must send the goods back to The IT Partnership at The IT Partnership’s contact address at The Customer’s own cost and risk as soon as possible.
9.1.4 Once The Customer has notified The IT Partnership that The Customer is cancelling the contact/order, any sum debited to The IT Partnership from The Customer’s credit card will be re-credited to The Customer’s account as soon as possible and in any event within 30 days of your order provided that the goods in question are returned by The Customer and received by The IT Partnership in the condition they were in when delivered to The Customer.
If The Customer does not return the goods delivered to The Customer, or does not pay the costs of delivery, The IT Partnership will be entitled to deduct the direct costs of recovering the goods from the amount to be re-credited to The Customer. Any goods that are returned will be subject to a restocking fee of 25% of the price of the goods.
9.1.5 The Customer will be re-credited for the costs incurred in returning faulty or unsatisfactory goods.
9.1.6 The IT Partnership reserve the right to cancel the Agreement between The Customer and The IT Partnership if:-
126.96.36.199 The IT Partnership has insufficient stock to deliver the goods The Customer has ordered;
188.8.131.52 The IT Partnership do not deliver to The Customer’s area; or
184.108.40.206 One or more of the goods The Customer ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by The IT Partnership from The IT Partnership’s suppliers.
9.1.7 Cancellation The Customer may not cancel an Order for Equipment (or repair) or Services without notice and The IT Partnership’s written agreement, such agreement not to be unreasonably withheld.
9.1.8 Returns & Credits Return of Equipment for full or partial refund or credit shall be at The IT Partnership’s sole discretion with due regard to The Customer’s statutory rights.
9.2 Early Termination of Service Contracts with specified terms i.e., 36 months etc. within them
9.2.1 If Customer cancels or seeks to terminate the Contract Agreement with ITP prior to expiry of the Term specified within the Contract, no refunds of any Charges paid in advance shall be made by ITP. Furthermore, ITP shall invoice the Customer and the Customer shall pay ITP immediately on demand:
220.127.116.11 Any Charges due but unpaid at such date of cancellation or termination; and
18.104.22.168 ITP’s reasonable costs incurred in the removal and storage of the Equipment associates with the supply of the Service; and
22.214.171.124 An amount equal to the Rental payable for the ENTIRE Term LESS the amount of Rental already paid towards the total contract amount by Customer; and
126.96.36.199 Any other cancellation or termination charges referred to in the Contract or a s otherwise agreed by the Parties in writing.
9.2.2 The title of any equipment supplied as part of the contract or service will revert to The IT Partnership upon termination of the contract or service. The equipment must be immediately returned to the IT Partnership or paid for by agreement
10. Force Majeure
10.1 The IT Partnership will not have any liability to the Customer if it is prevented from performing the Agreement on account of any circumstances beyond its reasonable control (a “force majeure event”). The IT Partnership will immediately notify the Customer of a force majeure event and take such steps as is reasonably practicable to overcome the same. During a period of force majeure, the obligations of The IT Partnership shall be suspended to the extent that they cannot be performed.
11. Assignment and Sub-Contracting
11.1 The IT Partnership may, as your agent, directly or through an intermediary ask another contractor (“Third Party Contractor”) to carry out some or all of any work which The Customer instruct The IT Partnership to carry out.. The IT Partnership shall pay the reasonable charges of Third Party Contractors on The Customer’s behalf and recharge them to The Customer with The IT Partnership own fees. The IT Partnership will ensure that the Third Party Contractor fees which are recharged to The Customer are in line with the fees The IT Partnership will have quoted to The Customer, had The IT Partnership done the work ourselves. The IT Partnership will take all reasonable care in selecting and instructing a Third Party Contractor.
12.1 Every notice to be given under the contract/order shall be in writing.
12.2 Notice sent by registered [post/airmail] shall be treated as being received [2/5] working days after the date of posting. Notice delivered by email, by hand, or by facsimile shall be treated as being received on the day it is delivered unless delivery occurs after the normal working hours of the recipient, in which case delivery shall be treated as having occurred on the next working day.
13.1 Any provision of the contract/order that is prohibited or becomes unenforceable under the laws of any jurisdiction which affects the performance or enforceability of the contract/order shall, with respect to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability but without invalidating the remaining provisions of the Agreement, nor shall it affect the validity or enforceability of that provision in any other jurisdiction.
14.1 The failure by a party to enforce any provision of the contract/order shall not be treated as a waiver of that provision, nor shall it affect the right of that party subsequently to enforce that provision.
15. Whole Agreement
15.1 This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.
15.2 Customer Services
15.2.1 If The Customer is unhappy with any aspect of The IT Partnership’s service, please contact The IT Partnership. Any complaints will be dealt with sympathetically and The IT Partnership will work with The Customer to reach a satisfactory conclusion.
16. Governing Law
16.1 Governing Law and Jurisdiction
16.1.1 Parties to this Agreement agree to submit to the exclusive jurisdiction of the courts of England and Wales.
16.2 Third Party Rights
16.1.2 Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
16.3 Data Protection
16.3.1 The Customer consents to the computer storage and processing of The Customer’s personal data by The IT Partnership in connection with this Agreement and to the transmission of this data across The IT Partnership and its business partners for the purposes of The IT Partnership’s legitimate interests including statistical analysis, marketing of The IT Partnership’s services and credit control. If The Customer breach’s this Agreement, The Customer’s personal data may be disclosed or passed to third parties to the extent necessary to assist recovery procedures.
17.1 The parties will endeavour to resolve any disputes through good faith amicable negotiations.
17.2 Any dispute which cannot be resolved directly between the parties shall, on the application of either of them, be referred to mediation before a mediator appointed in accordance with the CEDR (Centre for Effective Dispute Resolution) mediation rules then in force.
17.3 Any dispute which is not settled by negotiation or mediation shall be finally determined by the Courts of England and Wales and the parties agreed to submit to the jurisdiction of those Courts.