Terms & Conditions
Terms & Conditions
A. Definitions and Interpretation
In this Agreement, the following definitions apply:
“Agreement” means this Products and Services Agreement which consists of these General Terms and Conditions, any Schedules and any Orders.
“Business Day” means any day which is customarily regarded in the country or locality in which the Products or Services are being provided as a day when business is undertaken, excluding national, public, or bank holidays. If an obligation is to be performed on a day that is not a Business Day, the obligation must be performed by the following Business Day.
“Charges” mean the fees payable for Products or Services as set out in the Order or the applicable Schedule.
“Confidential Information” means all documentation, technical information, software, know how, business information or other materials (whether written, oral or in electronic form) concerning the business of a Party that are disclosed in confidence by that Party to the other during the term of this Agreement.
“Content” means information made available, displayed or transmitted in connection with a Service (including information made available by means of an HTML “hyperlink”, third party posting or similar means) including all IPR contained in it, as well as the contents of any bulletin boards or chat forums, and all upgrades, updates, modifications and other versions.
“Customer” means the customer entity that requests us to do work on their behalf.
“Customer Equipment” means equipment (including software), used by the Customer in connection with a Service.
“General Terms and Conditions” means these clauses 1 to 19.
“Our Equipment” means equipment (including any software) owned or licensed by The Remote IT Pro and placed on the Customer’s devices by The Remote IT Pro for the provision of a Service.
“IPR” means any patent, copyright, database right, design right, community design right, semiconductor topography right, registered design, rights in confidential information and know-how, or any similar right in any part of the world and shall include any applications for the registration of any such rights capable of registration in any part of the world.
“Office Hours” means 24/7 excluding UK public Holidays
“Operational Hours” means 24/7 excluding UK public Holidays
“Operational Service Date” or “OSD” means the date on which any Service or part of a Service is first made available to the Customer by The Remote IT Pro.
“Order” means an order under this Agreement for Products or Services signed by both Parties.
“Party” means either The Remote IT Pro or the Customer and “Parties” means both The Remote IT Pro and the Customer.
“Products” means equipment and/or Software purchased by the Customer under this Agreement as set out in an Order.
“Rates” means the prevailing daily rates as defined on the The Remote IT Pro rate-card or as agreed as part of this Agreement The Remote IT Pro’s Standard Rates available upon request or via the The Remote IT Pro website.
“Schedule” means a schedule (including any Service Annexes) under this Agreement describing the Products or Services.
“Service” means each service provided by The Remote IT Pro under this Agreement as described in a Schedule, Service Annex and/or Order.
“Service Annex” means any annexure to any Schedule describing the Products or Services.
“Site” means the location specified in an Order or Schedule at which The Remote IT Pro provides a Product or Service.
“Software” means the software to be licensed to the Customer as specified in an Order or Schedule together with any embedded software and necessary for the use of the The Remote IT Pro Equipment.
“User” means any person who is permitted by the Customer to use or access a Service or Product.
In this Agreement, headings and bold type are for convenience only and do not affect the interpretation of this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice-versa, and the term “includes” is not a word of limitation.
B. Order of Precedence
In the event of a conflict among the documents constituting this Agreement, the order of precedence shall be as follows, in decreasing order:
these General Terms and Conditions;
the Order(s); and
the Schedules to these General Terms and Conditions.
This Agreement is effective when executed by authorised representatives of both Parties and shall continue until terminated in accordance with its terms.
The Remote IT Pro’s Obligations
3.1 The Remote IT Pro shall provide the Products and Services to the Customer in accordance with this Agreement.
3.2 The Remote IT Pro shall provide each Service from the OSD for the duration as set out in the Order.
3.3 The Remote IT Pro shall use reasonable endeavours to meet any performance dates or service levels specified in this Agreement but, unless otherwise expressly agreed within a Schedule, all timescales shall be estimates only.
3.4 The Remote IT Pro shall comply with all reasonable health and safety rules and regulations and security requirements that apply at a Site that have been notified to The Remote IT Pro in writing. The Remote IT Pro shall not be liable if, as a result of any such compliance, it is in breach of any of its obligations under this Agreement.
3.5 The Remote IT Pro makes no warranty, express or implied, relating to the fitness for purpose or quality of the Goods or Services.
The Customer’s Obligations
4.1 If The Remote IT Pro must change a Product or Service due to incomplete or inaccurate information provided by the Customer, The Remote IT Pro may, in its reasonable discretion, apply additional one-time and/or recurring Charges.
4.2 The Customer will comply with The Remote IT Pro’s reasonable requests that are necessary for reasons of health and safety, environment, sustainability, security or quality or performance of any Products and/or Services.
4.3 The Customer will, upon reasonable notice from The Remote IT Pro, allow The Remote IT Pro access to the Sites as may be reasonably necessary for the performance by The Remote IT Pro of its obligations under this Agreement, including the installation or maintenance of The Remote IT Pro Equipment or Products and the recovery or removal of any The Remote IT Pro Equipment.
4.4 If The Remote IT Pro is required to install any The Remote IT Pro Equipment or Products at a Site, the Customer will, prior to installation and at its own expense:
permit access to The Remote IT Pro to the relevant Site as may be required by The Remote IT Pro to install the The Remote IT Pro Equipment or Products;
provide a suitable and safe working environment, including all necessary trunking, conduits and cable trays, in accordance with the relevant installation standards;
provide any electricity and telecommunication connection points required by The Remote IT Pro;
provide any openings in buildings required to connect such The Remote IT Pro Equipment or Products to appropriate telecommunications facilities;
provide internal cabling between the The Remote IT Pro Equipment and any Customer Equipment, as appropriate;
take up or remove any fitted or fixed floor coverings, ceiling tiles and partition covers in time to allow The Remote IT Pro to undertake any necessary installation or maintenance Services and carry out afterwards any work that may be required to make good any cosmetic damage caused during the installation or maintenance Services; and
ensure that any floor loading limits will not be exceeded.
The above actions must be completed in advance of any installation work by The Remote IT Pro; otherwise the provisions in Clause 4.1 shall apply.
4.5 If the Customer delays or fails to perform its obligations under this clause 4, then at The Remote IT Pro’s option, The Remote IT Pro may: (i) change the delivery date or cancel the relevant Order(s) and charge the Customer for any applicable termination Charges; or (ii) invoice the Customer for any reasonable Charges incurred for any work that is performed by The Remote IT Pro on behalf of the Customer and that is directly attributable to the Customer’s failure to perform or delay where such work is necessary to provide the Products and/or the Services. Except in the case of an emergency, The Remote IT Pro shall seek to notify the Customer in advance of its intention to invoke this clause.
5.1 Unless otherwise stated in a Schedule or Order, the Customer may cancel the delivery of Products or provision of Services before the relevant OSD on payment of any cancellation charges set out in the applicable Schedule or Order or, if none are specified, as reasonably imposed by The Remote IT Pro. The Customer cannot cancel the delivery of any Products or Services that have been ordered or shipped from a third party manufacturer or service provider unless otherwise agreed with that third party manufacturer.
5.2 The Remote IT Pro may accept instructions from a person who The Remote IT Pro reasonably believes is acting with the Customer’s authority.
6.1 The Customer shall pay all Charges for the Products and Services within seven (7) days of the date of The Remote IT Pro’s invoice, without any set-off, counterclaim or deduction. Where applicable, The Remote IT Pro may set-off any amounts it owes to the Customer against any amounts owed by the Customer to The Remote IT Pro under this Agreement. The Remote IT Pro may, in its discretion, add a late payment fee (customer to be notified prior to the charge being made) and to add interest charges, from the due date, to any past due amounts at a per annum rate of eight (8) percentage points above the base lending rate of Bank Of England, compounded daily.
6.2 The Remote IT Pro will invoice and the Customer will pay all Charges in Sterling, unless provided otherwise in a Schedule or Order.
6.3 The Customer will promptly, but in no event later than fourteen (14) days from the date of invoice, notify The Remote IT Pro in writing of any disputed invoice, together with all information relevant to the dispute. The Customer must pay all undisputed amounts in accordance with Clause 6.2 unless the disputed amount is less than 5% of the total invoice amount in which case the total invoice amount shall be due and payable by the due date. Disputes shall be resolved promptly and any resolved amount payable within fourteen (14) Business Days after resolution.
6.4 Failure to pay an invoice (other than those amounts subject to a bona fide dispute in accordance with clause 6.3) by the Customer within 30 days of the due date of the invoice may, at The Remote IT Pro’s option, be treated as a material breach under clause 12.
Additionally, The Remote IT Pro reserves the right to:
restrict, suspend or terminate provision of the relevant Service and The Remote IT Pro shall be released from its obligations under this Agreement with respect to such Service until any balance due is paid; and
recover any The Remote IT Pro Equipment; where such recovery takes place, the Customer shall pay to The Remote IT Pro such recovery Charges as may be specified in the applicable Schedule or as otherwise notified by The Remote IT Pro to the Customer.
6.5 The Customer will not withhold payment due under an invoice for failure by The Remote IT Pro to include the Customer references on the invoice.
6.6 Where the Customer makes an aggregated payment in respect of more than one invoice, the Customer shall submit a remittance slip to show amounts paid in relation to each individual invoice.
Use of the Service
7.1 The obligations of The Remote IT Pro under this Agreement are solely to the Customer and not to any third party. The Customer may use the Service for the Customer’s own business purposes, provided that the Customer: (a) shall remain responsible for: (i) access and use of the Service by Users; (ii) all Charges incurred in connection with the Services; and (iii) compliance with this Agreement by the Customer and Users; and (b) ensures that the Customer’s list of Users is kept current.
Connection of Customer Equipment to the Products and/or Services
8.1 The Customer is responsible for the provision, installation, configuration, monitoring and maintenance of any Customer Equipment connected to the Service or used in connection with a Product. The Customer shall ensure that any Customer Equipment connected to or used with the Product and/or Service is connected and used in accordance with any instructions and safety procedures applicable to the use of that Customer Equipment.
8.2 The Customer shall ensure that any Customer Equipment attached (directly or indirectly) to the Product and/or Service by the Customer is technically compatible with the Service and approved for that purpose under any applicable law or regulation. The Remote IT Pro does not make any commitment with respect to the interoperability between the Product and/or Service and Customer Equipment. In the case of Products sold for the purpose of the Customer’s use with the Service, the Customer may rely upon The Remote IT Pro’s representations as to such compatibility and compliance, as of the date of provision.
The Remote IT Pro Equipment and Products
9.1 Risk of loss of the The Remote IT Pro Equipment and Products will pass to the Customer upon delivery, whether or not the The Remote IT Pro Equipment or Products have been installed. Title to Products shall pass to the Customer upon payment of the applicable Charges.
9.2 The Customer will not move, add to, modify or in any way interfere with the The Remote IT Pro Equipment, nor permit any other person (other than a person authorised by The Remote IT Pro) to do so.
10.1 Each Party (“Recipient”) shall keep in confidence all Confidential Information of the other Party (“Discloser”) obtained under or in connection with this Agreement and will not disclose it other than in confidence to (a) the Recipient’s employees or employees of the Recipient’s Affiliates; or (b) the Recipient’s professional advisors; or (c) where the Recipient is The Remote IT Pro, employees of The Remote IT Pro’s subcontractors, in each case only to those who have a need to know such Confidential Information and to the extent necessary for performance of this Agreement or the use of the Services and/or Products.
10.2 This Clause 10 shall not apply to information that is: (a) in the public domain other than in breach of this Agreement; (b) in the possession of the Recipient before such divulgence has taken place; (c) obtained from a third party who is free to divulge the same; or (d) developed by the receiving party independently of and without access to Confidential Information obtained under this Agreement.
Intellectual Property Rights
11.1 All IPR of either Party either pre-existing or created by either Party during or arising from the performance of this Agreement shall remain the absolute property of that Party or its licensors.
11.2 Without prejudice to any open source software licence terms, which terms shall apply independent of this licence grant The Remote IT Pro grants the Customer a non-transferable and non-exclusive licence to use in object code form, all Software and associated documentation that may be supplied by The Remote IT Pro, subject to the Customer’s compliance with the Agreement, any third party terms and conditions that apply to the use of the Software, and associated documentation, solely as necessary for receipt or use of the Products or Services.
11.3 The Customer undertakes not to copy, decompile or modify or reverse engineer any Software or knowingly allow or permit anyone else to do so, except as expressly permitted by The Remote IT Pro in writing or otherwise provided at law.
Termination of Service and the Agreement
12.1 Unless otherwise specified in a Schedule or Order, either Party may terminate any Service or Order at any time after the Minimum Period of Service by giving thirty (30) days’ written notice to the other; provided that where the Customer exercises its rights under this Clause 12.1, the Customer shall be liable for any outstanding Charges for Products or Services received and any applicable termination compensation as set out in the applicable Schedule or Order.
12.2 Termination of any individual Service or Order will not affect the Parties’ rights and obligations with regard to any other Service or Order.
12.3 Either Party may immediately by notice terminate any affected Orders if one of the following events occurs:
the other Party commits a material breach and has failed to rectify the breach within thirty (30) days after the terminating Party has given its notice of default;
an event set out in Clause 14 prevents the performance of the whole or a substantial part of the other Party’s obligations in relation to that Service or Product for a continuous period of thirty (30) days after the date on which it should have been performed.
12.4 A party may immediately by notice terminate this Agreement if the other Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if any of its assets are the subject of any form of seizure, or goes into liquidation, either voluntary (otherwise than for reconstruction or amalgamation) or compulsory or if a receiver or examiner is appointed over its assets (or the equivalent of any such event in the jurisdiction of such other Party).
12.5 Upon termination of this Agreement for any reason other than for cause, all Orders that have been executed prior to the date of termination shall remain unaffected and continue in full force and effect until termination or expiry of each Order in accordance with the terms of that Order and the terms of this Agreement shall continue to apply to that Order.
Limitation of Liability
13.1 Neither Party excludes or restricts in any way its liability for death or personal injury resulting from its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation.
13.2 Subject to Clause 13.1, neither Party shall be liable to the other, whether in contract, tort, under statute or otherwise howsoever arising under or in connection with this Agreement (including in each case negligence): (a) any loss of profits, business, goodwill (including pecuniary losses arising from loss of goodwill), or revenue; (b) any loss or corruption or destruction of data; (c) any special, indirect or consequential loss or damage whatsoever; and/or (d) any loss arising from the transmission of viruses, in all cases set out in this Clause 13.2, whether or not that Party was advised in advance of the possibility of such loss or damage.
13.3 Subject to any other limitations of liability that are set out in the relevant Schedule, if a Party is in breach of any obligations under this Agreement, or if any other liability however arising, whether deliberate or unintentional (including liability for negligence or breach of statutory duty) arises in connection with this Agreement, then, subject to Clauses 13.1 and 13.2, such Party’s liability to the other Party shall be limited to the annual Charges payable under the Agreement.
Force Majeure: Matters Beyond the Reasonable Control of Either Party
14.1 Neither Party shall be liable for failure or delay in the performance of its obligations caused by or resulting from force majeure including events that are unpredictable, unforeseeable or irresistible, such as any extremely severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic, acts of terrorism, biological warfare, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labour unrest, civil disturbance, sabotage, expropriation by governmental authorities and any other act or any event that is outside the reasonable control of the concerned Party.
The Parties will use all reasonable efforts to amicably resolve any dispute. The Parties will, at a minimum, use the following procedure in the event a dispute arises with respect to any aspect of this Agreement. Upon written notification by one Party to the other that a dispute exists, working level managers of the respective Parties will attempt in good faith to work out a resolution within thirty (30) days following the day of written notification of a dispute. If an agreement cannot be reached by the end of this period, the Parties shall prepare a document containing information that is designed to assist resolution of the dispute containing what has been agreed and what remains in dispute between them. No later than two weeks thereafter, or at some other time as mutually agreed by the Parties, representatives of the Parties at Senior level shall meet to further attempt to resolve the matter or to agree on a course of action to resolve the matter. Such course of action may include use of formal dispute resolution processes, including but not limited to non-binding mediation or binding or non-binding arbitration. In the event that the Parties are unable to resolve the matter or agree on a course of action at this executive level within thirty (30) days, either Party shall have the right to pursue legal or equitable remedies as it sees fit. Nothing contained herein shall preclude either Party from seeking equitable relief at any time in a court having jurisdiction under the terms of this Agreement in the event that a risk of imminent harm to that Party exists and no appropriate remedy for such harm exists under the Agreement.
16.1 Except for notices given in accordance with Clause 3.5, all notices given under this Agreement shall be in writing and in English, unless the Parties agree otherwise or local law and regulations provide otherwise, and shall be sent by registered post, facsimile or by electronic mail to the other Party at the address, fax number or email address set out in these General Terms and Conditions, or any other address notified from time to time including as updated on an Order.
17.1 Either Party reserves the right to assign all or part of this Agreement at any time to any Affiliate, subject to providing the other Party prior written notice of such assignment. Any assignment to a party other than an Affiliate requires the prior written agreement of the other Party.
17.2 This Agreement will be binding on, and inure to the benefit of, the Parties and their successors and permitted assigns.
17.3 The Remote IT Pro may subcontract the performance of any of its obligations under this Agreement, but without relieving The Remote IT Pro from any of its obligations to the Customer. The Customer agrees and understands that it may need to interact directly with such Party for ordering, provisioning or maintaining the Products or Service as directed by The Remote IT Pro.
Governing Law and Jurisdiction
This Agreement and any claims or disputes arising out of, relating to or in connection with it, shall be governed by the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement to which the Parties irrevocably submit.
19.1 Capacity: Each Party warrants that it has the necessary rights, licences and permissions to enter into and perform its obligations under this Agreement.
19.2 No Waiver: Except as otherwise specifically provided in this Agreement, no failure to exercise, or delay in exercising, any right, power or privilege set out in this Agreement will operate as a waiver of any right, power or privilege.
19.3 Severance: If any provision of this Agreement is held to be invalid or unenforceable, it will be severed from this Agreement, the remaining provisions will remain in full force and effect, and the Parties will use reasonable endeavours to promptly negotiate a replacement in good faith.
19.4 Survival of Obligations: The Parties’ rights and obligations, whose nature is such that they should continue beyond the termination of this Agreement, shall survive termination of this Agreement.
19.5 Entire Agreement: This Agreement supersedes all prior oral or written understandings and/or representations between the Parties (unless specifically incorporated into this Agreement) and constitutes the entire agreement with respect to its subject matter.
19.6 Amendment: This Agreement may not be amended, modified or supplemented except by a document in writing signed by authorised representatives of both Parties. The Parties to an Order may amend, modify or supplement the terms of that Order by a document in writing executed by authorised representatives of both Parties to that Order, or by using an electronic ordering system.
Dedicated IT Support
1.1 The Remote IT Pro shall provide the following as part of the Services:
a dedicated engineer to act as the Customer’s IT support;
email address and phone numbers for the dedicated IT engineer; and/or
access to the The Remote IT Pro support desk in the absence of the dedicated IT engineer.
3.1 Where The Remote IT Pro is permitted to resolve a system fault remotely, no Call-Out Charge shall apply.
4.1 The Customer acknowledges that by entering into this Agreement, the Customer is entitled to a discounted labour rate as set out in the Order. If for example the Customer has a £100 monthly subscription, with a labour rate of £100 an hour, as soon as practically possible after the Customer has received one hour of support, The Remote IT Pro shall notify the Customer by e mail. The Remote IT Pro shall invoice the Customer for all additional support in excess of that stated in the Order, at the labour rate set out in the Order.
4.2 The Customer agrees that:
if there is any credit remaining in the account at the end of any given month it cannot be rolled over to the next month; and
all labour will be charged in 30 minute intervals.
Out of hours labour rates are charged at 1.5 times the normal labour rate, and are applied when outside of normal Office Hours (public holidays).
4.3. For the avoidance of doubt, unless rates have been agreed otherwise, our default labour rates are £50 an hour for engineering work and £50 an hour for web design.
Storage of Data
5.1 The Customer agrees that The Remote IT Pro will retain certain critical information relating to the Customer’s infrastructure, which The Remote IT Pro shall hold in accordance with the Data Protection Act 1998.
5.2 Upon the termination of this Agreement all Customer data held by The Remote IT Pro shall be deleted.
5.3 Unless specified separately in writing and signed by an authorised officer of The Remote IT Pro, The Remote IT Pro shall not be responsible for holding management information of any kind regarding the Customer’s IT systems, including, but not restricted to, usernames and passwords, network structure, licensing or audit information, third party contracts, or company policies and procedures. The Remote IT Pro recommends that the Customer implements a system to maintain up to date files containing this information.
The Support Services
6.1 The Remote IT Pro may advise the Customer as to the necessity for the replacement or maintenance of any third-party item(s) or any part thereof that The Remote IT Pro advise may interfere with the Customer’s system. The Customer agrees that The Remote IT Pro shall not be liable or any consequence howsoever arising from the Customer’s failure to accept such advice.
6.2 The Remote IT Pro recommends that a complete health check takes place at least once a month to ensure a stable and healthy IT system. The Customer shall request that the health check be done as part of the pre-scheduled maintenance service or as a separate call out. The contents of the health check may change from time to time as determined by The Remote IT Pro’s technical team. The Customer acknowledges that the amount of time required to perform the health check will vary depending on size and complexity of the Customer’s systems and time estimates are available on request.
6.3 The Remote IT Pro shall not be liable for any consequence howsoever arising from failure to accept advice given following a health check of the Customer’s IT system.
6.4. The Remote IT Pro shall not be liable to maintain or provide ongoing Services in respect of the Customer’s IT system unless otherwise stated in the Order.
6.5 The Remote IT Pro shall use all reasonable endeavours to undertake the Services remotely from its offices and the Customer agrees to carry out The Remote IT Pro’s reasonable instructions to enable this to be done.
Payment of Fees & Charges
7.1 The Customer agrees that where the Order specifies a monthly subscription charge: monthly minimum commitment fee?
the monthly subscription charge represents the minimum amount that the Customer will be liable to pay in any given month;
the cost of providing Services under the Agreement will be offset against this amount according to the rates specified in the Order; and
(c) any other services supplied by The Remote IT Pro outside the scope of this Agreement, including the supply of third-party services or products, will be charged in addition to the monthly subscription charge.
7.2 The Remote IT Pro recommend that monthly minimum commitment fees are paid by the Customer by standing order/via PayPal either on or before the due date stated in the invoice.
7.3 If an invoice is not paid in accordance with clause 6 of this Agreement, and this paragraph 7, The Remote IT Pro shall be entitled to suspend the Services until payment is made. Where The Remote IT Pro continue to provide the Services these shall be charged at the default rate of £120 an hour with a £100 call out charge.
7.4 The Customer shall be liable to pay any existing or new charges levied by third-parties as a result of the job which are not included in the Order.
7.5 All charges referred to in the Order are exclusive of VAT which, if applicable, shall be paid by the Client at the rate prevailing from time to time.
7.6 The Remote IT Pro shall be entitled to adjust the Charges when the Minimum Period of Service has expired, provided The Remote IT Pro has given the Customer one month’s notice in writing. If the Customer elects to terminate this Agreement by the giving of notice during this one month period, all services provided for the remainder of the notice period will be at the rates stated in the original Order.
7.7 The Customer shall ensure that all disks that came with the computer when it was purchased are included when it is sent to the The Remote IT Pro workshop for any Services to be carried out.
7.8 The Customer agrees that when working at the Customer’s premises, an The Remote IT Pro engineer shall be entitled to a thirty minute break for every four hours worked. The cost of this will be payable by the Customer at the applicable rate.
Updates to the terms & conditions
8.1 These terms & conditions may be updated periodically. We will provide notice to all our customers via email, when we make any changes.