1.1 These terms and conditions apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (You or Your) and / or provision of services detailed in our quotation (Services) from Systech IT Solutions Limited a company registered in England and Wales under number 8523360 whose registered office is at Equinox House, Clifton Park Avenue, York, North Yorkshire, YO30 5PA (Us, We or Our).
1.2 You are deemed to have accepted these terms and conditions when You accept Our quotation, or from any performance of the Services, or from any delivery of Goods (which ever happens to be earlier) and these terms and conditions and our quotation (the Contract) constitute the entire agreement between You and Us.
1.3 No other terms and conditions shall apply to the provision of the Goods or Services unless agreed upon in writing between You and Us.
1.4 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 the exclusion of any other terms that You try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.
2.2 The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
- Goods and Services
3.1 The description of the Goods and / or Services are set out in Our quotation. In accepting the quotation, you acknowledge that You do not rely on any other representations regarding the Goods and / or Services by Us. Descriptions of the Goods and or Services set out in other sales documentation are intended as a guide only.
3.2 We can make any changes in the specification of the Goods, or Services which are required to conform to any applicable safety or other statutory or regulatory requirements, and We will notify you if this is necessary.
3.3 Our quotation is a complete offer and is not subject to partial acceptance by You. Any acceptance of Our quotation is for all items on the quotation.
4.1 We warrant that We will use reasonable care and skill in the performance of the Services which will comply with the quotation including any specification (Scope of Work Document (SOW)) in all material respects.
4.2 We will use Our reasonable endeavors to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of Our obligations.
4.3 Unless otherwise stated by Us all Services are provided by Us on a time charge basis. The quotation is not a fixed price and further Services may need to be purchased by You to complete the intended scope of Services depending on progress of the Services by Us.
4.4 Services are provided between the hours of 0900hrs to 1700hrs (Consultancy Day).
4.5 If You release the Systech Technical Resource before 1700hrs on any Consultancy Day Your liability is for the full Consultancy Day.
4.6 There is a minimum booking period of fourteen (14) calendar days from receipt of Your order for You to call off Services. This period may be longer depending on Our workload.
4.7 We will only confirm bookings for provision of Services to You on receipt of either a valid (as defined by Us) purchase order or valid (as defined by Us) email from You authorising Us to proceed (Order).
4.8 Please note bookings may change for reasons beyond Our control, we will use Our reasonable endeavors to inform You in good time if this occurs.
4.9 If the Services are not booked, called off by You and provided by Us within twelve (12) months of the date of Your Order, these Services will no longer be available to You (Expired Services). You will not be given any refund in respect of these Expired Services.
4.10 In the performance of the Services We will have no liability whatsoever where You or Your representatives carry out unauthorized (not detailed in the SOW) installation, configuration, or amendment of any infrastructure, applications, software, or hardware. Please note the scope, methods and responsibilities will be detailed in the Scope of Works document (SOW) prepared by Us.
4.11 No Services will be provided by Us until receipt of an authorized SOW by You.
4.12 Any departure from the authorized SOW will be subject of a Client Confirmation of Verbal Instruction (CCVI) prepared by Us.
4.13 We will not undertake any Services detailed on CCVIs unless they are authorized by You.
4.14 Where We consider the CCVIs contain additional Services, and / or Goods, We will prepare a quote for Your acceptance (Order) prior to proceeding with the Services and / or Goods.
- Price / Fees
5.1 Subject to sub-Clause 5.6, the price (Price) of the Goods shall be detailed in the quotation.
5.2 The Fees (Fees) for the Services are set out in the quotation and are on a time and material basis.
5.3 Where We have not quoted fixed rates for expenses in Our quotation then We can also recover from You, reasonable incidental expenses as determined by Us on Our current schedule of expenses.
5.4 A copy of Our current schedule of expenses is available on request.
5.5 Expenses may include, but are not limited to travel and subsistence, hotel costs, the cost of Services provided by third parties and required by Us for the performance of the Services and the cost of materials required for the provision of the Services.
5.6 If the cost of the Goods to Us increase due to any reason beyond Our control including, but not limited to, increase in material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, We can increase the price prior to delivery and such shall be reflected in the invoice and shall be payable by You.
5.7 Any increase in the Price of Goods under sub-Clause 5.6 shall only take place after we have notified You in writing.
5.8 The Price is not inclusive of fees for packaging, transportation and delivery unless expressly stated on Our quotation.
5.9 You must pay Us for any additional Services provided by Us that are not specified in the quotation or detailed in the Scope of Work Document (SOW) in accordance with Our then current applicable rate in effect at the time of performance, or such other rate as may be agreed between You and Us.
5.10 The provisions of clause 5.6 also apply to these additional Services.
5.11 The Price is not inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority unless expressly stated on the quotation.
- Cancellation and Alteration
6.1 We can, or You can cancel the Order at any time prior to Your acceptance or rejection of Our quotation.
6.2 Once acceptance of Our quotation has been made through receipt of a valid Purchase Order, or valid email from You authorising us to proceed, the Order cannot be cancelled by You.
6.3 Unless expressly stated, the quotation is valid for a period of seven (7) days from the date of the quotation.
6.4 We may expressly withdraw the quotation at any time prior to the expiry of the quotation. 6.5 If You want to amend any details of the Services You must tell Us in writing as soon as possible. We will use reasonable endeavors to make any required changes, additional costs will be included in the Fees and invoiced to You.
6.5 If, due to circumstances beyond Our control, including those set out in the clause below (Circumstances beyond a Party’s control), We have to make any change in the Services or how they are provided, We will notify You immediately. We will use reasonable endeavors to keep any such changes to a minimum.
6.6 We can withdraw, cancel or amend a quotation if it has not been accepted by You.
7.1 Subject to 5.6 You must pay the Price or the Fees stated on Our quotation, which has been accepted by You and within thirty (30) days of the date of the invoice.
7.2 Time for payment of Goods or Services shall be of the essence of the Contract. Subject to 5.6 You must pay Our Fees for Services in advance.
7.3 If You require services to commence before the normal period for payment of Our invoice (30 days) then You must make payment in full before we commence the Services.
7.4 Payment for Goods must be made by You notwithstanding that delivery may not have taken place and / or that the property in the Goods has not passed to You.
7.5 If You fail to make payment for Goods or Services within the period in sub-Clause 7.1, and payment is still outstanding after a further seven days after issuing a payment reminder, We shall suspend any further deliveries to You, or suspend the provision of Services to You, cancel any pending Orders from You and charge You interest at the rate of 9% per annum above the HSBC base rate from time to time on the amount outstanding until payment is received in full.
7.6 All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither You or Us can assert any credit, set-off or counterclaim against the other in order to justify with holding payment of any such amount in whole or in part.
7.7 All payments must be made in pounds sterling unless otherwise agreed in writing between You and Us.
- Your Obligations
8.1 You must obtain any permissions, consents, licenses or otherwise that We need and must give Us access to any and all relevant information, materials, properties and any other matters which We need to provide the Services. Note, if You do not comply with this We can terminate the Services.
9.1 We shall arrange for the delivery of the Goods on or as near as reasonably possible to the delivery date detailed in the quotation, or as subsequently informed by Us in writing to You to the address specified in Your Order or to another location as agreed in writing between You and Us.
9.2 If no delivery address is specified by You or if it is so agreed between You and Us, You shall collect the Goods from either Our premises or Our sub supplier’s premises, as decided by Us at any time after We have notified You that the Goods are ready for collection.
9.3 Subject to the specific terms of any special delivery service, delivery may take place at any time of the day and must be accepted at any time of the day.
9.4 If You fail to take delivery of the Goods We may, at Our discretion and without prejudice to any other rights: (a) store or arrange for the storage of the Goods and shall charge You for all associated costs and expenses including, but not limited to, transportation, storage, demurrage and insurance; and / or (b) make arrangements for the redelivery of the Goods and shall charge You for the costs of such redelivery.
9.5 If redelivery is not possible under sub-Clause 9.4(b), You shall be required to collect the Goods from either Our or Our sub supplier’s premises and You shall be notified of the same. 9.6 We reserves the right to charge You for all associated costs including, but not limited to, storage, demurrage and insurance.
9.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by circumstances beyond Our control or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
9.7 We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle You to cancel any other installment.
9.8 If We fail to deliver the Goods on the delivery date other than for reasons beyond Our control, You may give written notice to Us within 14 days after the delivery date requiring Us to deliver the Goods within 14 days of that notice (Notice Period).
9.9 If We receive no notice from You under sub-Clause 9.8, We shall have no liability in respect of late delivery provided that We deliver the Goods at any time after the delivery date.
9.10 If We fail to deliver within the Notice Period You shall have the right to cancel the Order.
- Inspection and Acceptance of Goods
10.1 You are under a duty to inspect the Goods on delivery or collection.
10.2 If You identify any damage or shortage You must inform Us in writing within three (3) working days of delivery, providing details of the alleged damage or shortage. We shall not be liable to make good any shortage or rectify any damage if You fail to properly provide such notice.
10.3 We will only accept returned Goods if We are satisfied that those Goods are defective and if required, have carried out an inspection. We must be permitted to inspect the affected Goods before You use, alter, modify or incorporate them in your infrastructure in any way.
10.4 Subject to Your compliance with 10.1, 10.2 and 10.3 and Our agreement with any alleged damage or shortages, We shall as appropriate repair, or replace, or refund the Goods or part of them within a reasonable time.
10.5 We shall be under no liability for and shall not indemnify You against any matters arising from damage or shortages.
10.6 We shall not be liable for defects arising out of normal wear and tear, Your failure to follow any instructions given by Us, misuse or alteration of the Goods, negligence, willful damage or any other act by You, Your employees, agents or any other third party.
- Sub-Contracting and assignment
11.1 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights under these Terms and Conditions and can subcontract or delegate in any manner or all Our obligations to any third party.
11.2 You must not without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under these Terms and Conditions.
12.1 Each Party agrees not to disclose any confidential information provided by the other Party during the process of quotation, acceptance, provision of services and / or goods (The Process), or at any time thereafter to any third party save where the law requires. Each Party also agrees not to use any such confidential information for any purpose other than in the performance of The Process and will not use the information for any business or other purpose of its own. For the avoidance of doubt such information includes but is not limited either in type, genus or subject to:
12.1.1 All marketing information and intelligence
12.1.2 All costings and pricings
12.1.3 All trade secrets, process and formulae
12.1.4 All intellectual property
12.1.5 All material marked Copyright
12.2 Each Party undertakes to procure that its employees, directors, agents and advisors and any other persons to whom it makes available confidential information shall also keep confidential the information the subject of this clause 12.
- Data protection
13.1 All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR.
13.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of client’s rights and how to exercise them, and personal data sharing ( where applicable), please refer to our privacy notice.
- Risk and Title
14.1 Risk of damage to, or loss of the Goods shall pass to You either when the Goods are delivered to You, or when We notify You that the Goods are ready for collection.
14.2 Title to the Goods will not pass to You until We have received payment in full (in cash or cleared funds) for: (a) the Goods and / or (b) any other Goods or Services that We have supplied to You in respect of which payment has become due.
14.3 Until title to the Goods has passed to You, You must (a) hold the Goods on a fiduciary basis as our bailee: and / or store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and / or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
14.4 As long as the Goods have not been resold, irreversibly incorporated into another product, and without limiting any other right or remedy We may have, We can at any time ask You to deliver up the Goods at your cost and, if You fail to do so promptly, enter Your premises or of any third party where the Goods are stored in order to recover them.
14.5 You right to possession of the Goods in which We retain legal and beneficial title shall terminate if: (a) You commit a material breach of Your obligations under these Terms and Conditions; (b) You are or become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors; (c) You enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or (d) You convene any meeting of Your creditors, enters into voluntary or compulsory liquidation, as a receiver, manager, administrator or administrative receiver appointed in respect of Your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of You, notice of intention to appoint an administrator is given by You or any of Your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of You or for the granting of an administration order in respect of You, or any proceedings are commenced relating to the insolvency or possible insolvency of You.
15.1 We can terminate the sale of Goods or the provision of Services immediately if You: a) commit a material breach of Your obligations under these Terms and Conditions; or b) fail to pay any amount due under the Contract on the due date for payment; or c) are or become or, in Our reasonable opinion 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 d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with Your creditors; or e) convene any meeting of Your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of Your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator.
- Rights, Warranties and Liability
16.1 Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
16.2 Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law. If We do not deliver the Goods, Our liability is limited subject to the clause below to the costs and expenses incurred by You in obtaining replacement Goods of similar description and quality in the cheapest market avaiable.
16.3 Our total liability will not in any circumstances exceed the total amount of the Price or the Fees payable by You.
16.4 We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods for: a) any indirect, special or consequential loss, damage, costs, or expense; and /or b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and / or c) any failure to perform any of Our obligations if such delay or failure is due to any cause beyond our reasonable control; and / or d) any losses caused directly by any failure or breach by You in relation to Your obligations; and / or e) any loss relating to the choice of goods and how they will meet Your purpose or the use by You of the Goods supplied.
16.5 The exclusions of liability contained within this Clause 16 shall not exclude or limit Our liability: (a) for death or personal injury caused by Our negligence; (b) for any matter for which it would be illegal for Us to exclude or limit Our liability; and (c) for fraud or fraudulent misrepresentation. ”
17.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
17.2 Notices shall be deemed to have been duly given: (a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; (b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; (c) on the fifth business day following mailing, if mailed by national ordinary mail; or (d) on the tenth business day following mailing, if mailed by airmail.
17.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party. ”
- Force Majeure
18.1 Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party (Circumstances beyond a Party’s control). Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
- No Waiver
19.1 No waiver by Us of any breach of these Terms and Conditions by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
20.1 In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable,
that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
- Law and Jurisdiction
21.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
21.2 Any dispute, controversy, proceedings or claim between Us and You relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom) are subject to the exclusive jurisdiction of the English courts
- Monthly Subscription Based Packaged Software & Support for Per VM Backup (MPVM)
Applicable Ticket – Any ticket logged by You on Systech’s in house ticket portal during a current Billing Month
Billing Month– Any month in which MPVM is being provided by Systech to You as part of this agreement.
EULA – End User Licence Agreement for Altaro backup Software
Initial Start-Up Fee– A fee payable by you for the initial MPVM which becomes due as a one off fee on commencement of the Service.
Order– a Purchase order or Valid Email Authorisation from You
Software Provider– Provider of the End User Licence Agreement for Altaro backup Software
Valid Email Instruction– any email from Your organisation bearing your official company Logo which instructs Systech to proceed with any Systech quote issued to Your organisation. Virtual Machine Backup Support –Monitoring of Your VM Back-Ups through Systech’s in house Backup Portal. Restarting of failed backups (where possible) and notification from Systech using Systech helpdesk ticket system and / or phone contact. Responding to Applicable Tickets logged by You at Help@systechitsolutions.co.uk to assist You in restoring Virtual Machines. Provision of assistance in dealing with the Software Provider on technical issues which may include discussion of the technical problem with You, liaison with the Vendor on your behalf and, or, advising you of possible fixes for Altaro Software.
MPVM is purchased on a monthly rolling contract basis, one month in advance.
MPVM contains both a software and a service element. The MPVM software element will be provided to You through an Altaro Software EULA between You and the Software Provider. MPVM service will be provided to You by Systech through Virtual Machine Backup Support.
Initial Start-up Fee – On receipt of Your Purchase Oder or Valid Email Instruction and an Initial Start-Up Fee will become due. Consumption Fees – You will pay Consumption Fees based on the number of VMs backed up in the Billing Month. Consumption Fees will be invoiced monthly at the end of the Billing Month.
Either party may terminate MPVM by issuing one month’s written notice.
MPVM may not be terminated part way through a Billing Month.
You acknowledge nothing in this agreement is intended to, or in any way modifies the terms and conditions of the EULA between you and the Software Provider.