Application and entire agreement

1. 1. These Terms and conditions apply to the provision of the services detailed above. (Scope of Project) IT Services Support Ltd (ITSS) is registered in England and Wales under 12366380, whose registered office is 2-4 Ravenstone Street. Balham, SW12 9SS (we or use or Service Provider) to the person buying the service (you or customer).
   2. You are deemed to have accepted these Terms and Conditions when you receive our Scope of Project or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation or from the date of any version of the Service (whichever occurs earlier) and these Terms and Conditions our quotation (the Contract) is the entire agreement between us.
   3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to exclude any other terms that you try to impose or incorporate or implied by trade, custom, practice, or course of dealing.

 

Interpretation

1. 4. A “business day” means any day other than a Saturday, Sunday, or bank holiday in England and Wales.
   5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
   6. Words imparting the singular number shall include the plural and vice-versa.

 

Services

1. 7. We warrant that we will use reasonable care and skill in our performance of the Services, which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services necessary to comply with any applicable law or safety requirements, and we will notify you if this is necessary.
   8. We will use reasonable endeavours to complete the performance of the Services within the time agreed as set out in the quotation; however, time shale is not of the essence in the versions of our obligations.
   9. All these Terms and Conditions apply to the supply of any goods and Services unless we specify otherwise.

Your Obligations

1. 10. You must obtain any permissions, consents, licenses, or otherwise that we need and give access to any relevant information, materials, properties, and any other matters we need to provide the service.
   11. If you do not comply with clause 10, we can terminate the Services.
   12. We are not liable for any delay or failure to provide the Services if this is caused by your inability or compliance with the provisions of this section (Your obligations).

 

Fees and Deposit

1. 13. The fees (Fee) for these services are Setout in the quotation and are on a time and materials basis.
   14. In addition to the fees, we can recover from your : –

• • • Reasonable incidental expresses include, are not limited to, travel expenses, hotel costs, any associated expresses.
    • The cost of services provided by third parties and required by us for the performance of the services.
    • The cost of any materials required precision of the Services.

1. 15. You must pay for any additional services provided by us that are not specified in the quotation by our then-current, applicable daily rate in effect at the time of performance or such other speed as may be agreed between us. The provisions of clause 14 also apply to these additional services.
   16. The Fees are incisive of any applicable VAT and other taxes or levies imposed or charged by any competent authority.
   17. You must pay a deposit as detailed in the quotation when accepting the quote.
   18. If you do not pay the deposit to us according to the cause above, we can either withhold the provision of the Services until the deposit is received or terminate.
   19. The deposit is non-refundable unless we fail to provide the Services and are not at fault for such failure (where the loss is not our fault, no refund will be made).

 

Cancellation and Amendment

1. 20. We can withdraw, cancel, or amend a quotation if you have accepted it, or if the Services have not started, within the period of 4 days from the date of the source, (unless the quotation has been withdrawn).
   21. Either you or we can cancel an order for any reason before your acceptance (or for rejection has been withdrawn).
   22. If you want to amend any details of the services, you must tell using writing as soon as possible. We will use reasonable endeavours to make sure any required changes and additional costs will be included in the Fees and invoiced to you.
   23. If due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we must make any change to the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

 

Payment

1. 24. We will invoice you for payment of the Fees either : –

• • • When we have completed the Services

or

• • • On the invoice date set out in the quotation

1. 25. You must pay the Fee within 14 days of the date of our invoice or otherwise by any credit terms agreed between.
   26. Time for payment shall be the essence of the Contract.
   27. Without limiting any rights or remedy, we have the statutory interest; if you do not pay within the period set out above, we will charge you interest at the rate of 4% per anomy above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
   28. All payment under these Terms and Conditions must be made in full without any deduction or withholding except as law requires. Neither of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any such amount in whole or in part.
   29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services ordered by or otherwise arranged with you.
   30. We will issue payment receipts only of your request.
   31. All payments must be made in British Pounds otherwise agreed in writing.
   32. We can at any time assign, transfer, charge, subcontract, or deal in another manner with all or any of our rights under these Terms and Conditions and can be subcontracted or delegated in any way any or all our obligations to any third party.
   33. You must, not without our prior written consent, assign, transform, change subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

1. 34. We can terminate the provision of the Services immediately if you : –

• • • Commit a material breach of your obligations under the Terms and Conditions

or

• • • Fail to make the payment due under the Contract on the date for payment.
    • Are or become or, in our reasonable option, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor

or

• • • Enter a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or layout is made with its conditions.
    • Convene any meeting of your creditors, enter voluntary or compulsory liquidation, have a receiver, manager, administer, or administration receiver appointed in respect of your assistance or undertaking or any part of then.

1. 35. Any document is filed with the court for the appointment of an administrator in respect of you, a notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating change header (as defined a para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition present of any court for your winding up or any proceeding is commenced relating to your insolvency or possible insolvency.

 

Intellectual Property

1. 36. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

 

Liability and Indemnity 

1. 37. Our liability under these Terms and Conditions, and in breach of statutory duty, tart, or misrepresentation or otherwise, shall be limited as set out in this section.
   38. The total amount of our liability is limited to the total amount of fees you pay under the Contract.
   39. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for : –

• • • Any indirect, special, or consequential loss, damage, cost, or expenses.
    • Any loss of profits, loss of anticipated profits, loss of business; loss of data reputation or goodwill, nosiness interruption; or other third-party claims

or

• • • Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control.
    • Any losses arising directly from the choice of Services and how they will meet your obligations

or

• • • Any losses arising directly from the choice of Services and how they meet your requirements or use of the Services, or any goods supplied in connections with the Service.

1. 40. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
   41. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, for any fraudulent misrepresentation, or any other matter for which it would be unlawful to exclude or limit liability.

 

Data Protection

1. 42. When supplying the Services to the Customer, the Service Provider may gain access to and acquire the ability to transfer, store or process personal data of the Customer’s employees.
   43. The parties agree that where such processing of personal data takes place, the Customer shall be the “data controller” and the Service Provider shall be the “data processor” as defined in the General Data Protection Regulations (GDPR) as may be amended, extended, and re-enacted from time to time.
   44. For the avoidance of doubt, “Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’, shall have the same meaning as in the GDPR.
   45. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Service as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not return any Personal Data longer than necessary for the Processing and refrain Processing any Personal Data for its own or any third party’s purposes.
   46. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors, or advisors on a strict “need to know” basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and regulations.
   47. The Service Provider shall implement and maintain technical and organisational security measures required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
   48. Further information about the Service Provider’s approach to data protection is specified in its Data Protection Policy, found on our main website. For any enquiries or complaints regarding data privacy, you can email hello@itsolutionssupport.uk.

 

Circumstances beyond a party’s control

1. 42. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any because that is beyond the reasonable control of that party. Such causes include but are not limited to industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, the act of war, governmental action or any other event that is beyond the control of the party in question. 
   43. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.